Common use of TABLE OF CONTENTS Clause in Contracts

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 26 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 31 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope

TABLE OF CONTENTS. Introduction A. GENERAL 12 1 Scope of bid 12 2 Source of funds 12 3 Corrupt Practices 13 4 Eligible bidders 124 5 Qualification of the bidder 13 6 OVERVIEW One bid per bidder 13 7 Cost of Bidding 14 8 Site Visit 145 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 16 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 18 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction A. GENERAL 12 1 Scope of bid 12 2 Source of funds 12 3 Corrupt Practices 13 4 Eligible bidders 124 5 Qualification of the bidder 13 6 OVERVIEW One bid per bidder 14 7 Cost of Bidding 14 8 Site Visit 145 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 16 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 18 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to to: 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction Introduction‌ OVERVIEW AND PURPOSE OF THIS CONTRACT CONTRACT‌ The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeScope‌ LOT OVERVIEW‌ This Contract encompasses the Lots listed in Appendix D – Contractor and Reseller Information. The following descriptions, as applicable, delineate the scope of the award Lots.

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 Criteria – Software 6 Lot 2 Professional Practice 63 Criteria – Hardware 7 Lot 3 Administrative Services 63 Criteria – Cloud 8 Lot 4 Scholarly and/or Professional Activity 63 Criteria – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right Internal and External Collegial Service 65 Reappointment 66 Permanence 67 Promotion to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports Librarian III 69 Promotion to Librarian IV 70 Article 22: Personnel Files 73 Article 23: Workload for Authorized User 20 Service Reports Faculty Members 74 Article 24: Workload for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Librarians 78 Article 25: Distance Education 80 Article 26: Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote AdministrationTeaching and Research Duties 81 Article 27: Intellectual Property and Patents 81 Patents 82 Article 28: Vacations and Holidays 83 Article 29: Leaves 84 Sabbatical Leave 84 Pregnancy Leave 88 Parental Leave 89 Political Leave 91 Court Leave 92 Sick Leave 93 Bereavement Leave 94 Family Emergency Leave 95 Training, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, CloudRetraining, and Implementation services. The procurements shall be competitive at Educational Leaves 95 General 95 Training or Retraining Leave 96 Doctoral Education Leave 96 Leave of Absence Without Pay 96 Article 30: Outside Professional Activities 98 Article 31: Department Chairs/Directors 99 Article 32: Stipends for Chairs/Directors 103 Article 33: Resignation 105 Article 34 Discipline and Dismissal 106 Article 35 Academic Staffing 109 Article 36 Grievance Procedure 109 Definition of Grievance 109 Types of Grievances 109 General Requirements 110 Step One 110 Step Two 111 Step Three 112 Employer Grievances 112 Article 37: Arbitration 113 Article 38: Salary 115 Salary Upon Hiring – Faculty and Librarian Members 115 Salary Upon Hiring – Lab Instructor Members 116 Salary Upon Promotion 116 Table of Contents Salaries – Faculty Members 117 Salaries – Librarian Members 117 Salaries – Laboratory Instructor Members 118 Overload Stipends 118 Payment of Salaries 118 Article 39: Professional Development Expense Reimbursements 119 Article 40: Travel Fund 119 Article 41: Benefits 120 Article 42: Pension Plan and Retirement 121 Article 43: Entry and Re-entry of Administrators into the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any Bargaining Unit 121 Article 44: Code of Conduct 122 A: Conflict of Interest 122 B: Miscellaneous 123 Article 45: Special Relationships with Members of the LotsBargaining Xxxx 000 Xxxxxx Research Chairs 123 NSERC University Faculty Award (UFA) Recipients 126 Endowed Chair 127 Article 46: Retirement 129 Article 47: Early and Partial Retirement Incentives 129 Voluntary Early Retirement Incentive 129 Voluntary Partial Retirement Incentive 131 Article 48: Laboratory Instructors 133 Appointment 133 Review for Reappointment and Permanence and Promotion 137 Article 49: Workload for Lab Instructors 146 Article 50: Transition to the Agreement 151 Appendix A: Certification Order 152 Appendix B: Programme Redundancy 000 Xxxxxxxx X: Travel Fund Policy and Guidelines 156 Appendix D: Student Rating of Instruction Questionnaires 159 Attachment 1: Designated Laboratory Courses 160 Schedule 1F: Faculty Salary Scale (July 1, or across Lots2012) 161 Schedule 2F: Faculty Salary Scale (July 1, 2013) 162 Schedule 3F: Faculty Salary Scale (July 1, 2014) 163 Schedule 1L: Librarian Salary Scale (July 1, 2012) 164 Schedule 2L: Librarian Salary Scale (July 1, 2013) 165 Schedule 3L: Librarian Salary Scale (July 1, 2014) 166 Schedule 1LI: Lab Instructor Salary Scale (July 1, 2012) 167 Schedule 2LI: Lab Instructor Salary Scale (July 1, 2013) 168 Schedule 3LI: Lab Instructor Salary Scale (July 1, 2014) 169 DEFINITIONS Agreement: this Collective Agreement. Contract ScopeAgreement Year: Twelve months beginning 1 July. Alternate Xxxx: for Arts and Science members, the Xxxx of Education. For Professional Studies members, the Xxxx of Arts and Science. For Education members and Librarians, the Xxxx of Professional Studies.

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to to: 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 26 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 31 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction Introduction‌ OVERVIEW AND PURPOSE OF THIS CONTRACT CONTRACT‌ The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeScope‌ LOT OVERVIEW‌ This Contract encompasses the Lots listed in Appendix D – Contractor and Reseller Information. The following descriptions, as applicable, delineate the scope of the award Lots.

TABLE OF CONTENTS. Introduction Welcome 6 OVERVIEW AND PURPOSE Nursing Student Handbook Agreement 7 Nursing Student Drug and Substance Abuse Agreement 8 Overall Nursing Program Structure at De Anza College 9 • Philosophy Conceptual Framework 10 Terminal Objectives for the New Graduate of the Associate of Science Degree in Nursing Program 13 Length of Program 13 Program Completion 13 Scholastic Requirements 14 Accountability in Nursing 14 Accountability for Commitments 14 Student Responsibilities 15 • To the School, Clinical Agency, Client and Yourself Safe Environment for Students and Faculty 18 Students as Translators 18 Health of Students 19 QuantiFERON Testing 20 Flu Vaccine 20 Background Checks 20 Nursing Student Drug and Substance Abuse Policy 21 Disclosure of Criminal Violations 23 Resident Status 24 Impaired Student Nurse 24 Pregnancy, Injury, Surgery, or other Health-related Conditions 26 Dress Code 27 Nursing Student Photo ID 30 Student Supplies 30 Registration for Courses 30 Late Add and Drop Policy 31 HESI Exams 32 • Purchase • Testing and Remediation Attendance Policy 33 Jury Duty 33 Evaluation Process 35 Grading Policy 36 • Clinical Grades • Theory Grades • Taking of Exams and Quizzes • Accommodations for Testing 38 • Plagiarism 38 Tutoring 39 Student Performance 40 • Program Reflection 40 • Plan for Improvement 41 • Skills Testing 43 • Safety 44 • Eligibility to Sit for Final Examinations 44 Leave of Absence (LOA) 45 • Criteria • Process • LOA in Quarter One • LOA with PI • Mandated LOA Withdrawal from the Nursing Program 46 • Withdrawal Without Penalty Maximum Length of Leave Of Absence or Withdrawal from Program 49 Disqualification from the Nursing Program 50 Readmission Policy 52 Procedure for Readmission: • Following Leave of Absence • Following Withdrawal Without Penalty/ Withdrawal with Penalty 53 • Priority Status 54 • Students Who Are Ineligible For Readmission 54 Readmission Process 55 Entrance to Quarter 6 with a Skills PI 56 Student Concerns 56 Grievance Process 57 Student Guidelines When Petitioning To Meet With Nursing Faculty 58 Application for Licensure 59 Graduation, Pinning, and/or Capping Ceremony 60 Student Nurse Organization (SNO) 60 Guidelines for Internet Communication (“Netiquette”), Texting, 61 and Social Network Communication Academic Writing Standard Policy 63 IV Therapy Guidelines 63 IV Push Policy 64 Blood Administration Policy 64 Patient Identification for Medication Administration 64 Appendices Accountability Statement 66 Student Health Status 67 Background Check 68 • California Notice of Rights for Investigative ConsumerReports Course Evaluation Process 69 Record of Tutoring 70 Medical Release 71 Release Request Form 72 Professional Boundaries 73 ADA Compliance Statement 74 Reflection 76 Plan for Improvement 77 Plan for Improvement- Skills Testing 79 MOU: Absence from Program 80 MOU: Filing A Petition 81 DE ANZA COLLEGE DEPARTMENT OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE NURSING STUDENT HANDBOOK To the Student: Welcome to the De Anza College Nursing Department. To help ensure your success the faculty, staff, and Director of Nursing are available to you for guidance. This handbook introduces you to information that will help you become acquainted with our program. There are many resources available to ensure your college experience is successful. This handbook is valid only for the school year specified on the cover. As it is updated annually, students are required to read the new Nursing Student Handbook and turn in a signed Nursing Student Handbook Agreement to the lead instructor of their current quarter annually. MISREPRESENTATION OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5FACTS INFLUENCING ACCEPTANCE TO A NURSING PROGRAM WILL RESULT IN DISQUALIFICATION. Nursing Student Handbook Agreement De Anza College Department of Nursing I understand that that I am required to read the Nursing Student Handbook and turn in a signed Nursing Student Handbook Agreement to the lead instructor of my current quarter. I also agree to abide by all policies set forth in the Nursing Student Handbook. I understand that failure to abide by these policies, during courses and between courses, may result in withdrawal with penalty or disqualification from the nursing program. It is my responsibility to learn about new policies that are introduced in between publications of the Nursing Student Handbook and also to abide by new policies as they are introduced. I am aware that new and revised policies will be posted on the nursing webpage on the link “New or Revised Handbook Policies”. I will check monthly for any new postings. I will ask my instructor to clarify anything in the new policies that is unclear to me. I understand that the policies are effective immediately when posted to the webpage. I attest to the fact that I understand and agree to the above information. In addition, I attest to the fact that I can read typed and hand-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 Ewritten (cursive) English, and I can read and write English in a safe manner as dictated by hospital practice. STUDENT SIGNATURE: DATE: NAME PRINTED: ACADEMIC YEAR: (eg. 2010-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves 2011) Nursing Student Drug and Substance Abuse Agreement De Anza College Department of Nursing I understand that caring for patients while under the right influence of any substance, whether it be nonprescription or prescription, can affect the safety of my care. De Anza College nursing program maintains a zero tolerance policy regarding substance abuse. I understand that our clinical facilities do not allow any person delivering care to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions be under the influence of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 any substance. Recreational or ‘medical marijuana’ use is still considered illegal at the federal level, and as a result, no clinical facility that receives federal funding will allow its use by healthcare practitioners, including students. I understand that any student with a positive drug screen will be withdrawn with penalty from the program. Condition for Responding readmission will be a negative drug screen. I understand that a second positive drug screen will result in disqualification from the nursing program. I attest to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right the fact that I understand and agree to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PREthe above information. STUDENT SIGNATURE: DATE: NAME PRINTED: ACADEMIC YEAR: (eg. 2010-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS2011), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope

TABLE OF CONTENTS. Introduction 6 OVERVIEW INTRODUCTION 1 EDUCATIONAL SUPPORT PROFESSIONAL (ESP) 1 DEFINITIONS 1 RECRUITMENT 1 HIRING OF EDUCATIONAL SUPPORT PROFESSIONALS 2 PERSONNEL RECRUITING, POSTING & HIRING 2 STAFF MEDICAL EXAMINATIONS 3 APPOINTMENT PROCEDURES FOR FULL-TIME ESP PERSONNEL 3 ANNIVERSARY DATES 3 SALARIES & PAYROLL DIRECT DEPOSIT 4 ESP PROBATIONARY STATUS 4 ESP STAFF EVALUATION 4 PERSONNEL RECORDS 4 STAFF ORIENTATION AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5IN-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 5 NON-STATE AGENCIES DISTRICT EMPLOYMENT 5 WORKSHOPS 5 MILEAGE REIMBURSEMENT 5 RESIGNATIONS 5 PUBLIC EMPLOYEES’ RETIREMENT ASSOCIATION (PERA) 6 CAUSES FOR IMMEDIATE DISMISSAL OF ESP 6 TAX-DEFERRED ANNUITIES (TDA) 7 LONG-TERM DISABILITY INSURANCE 7 HEALTH CARE POLICIES 8 CAFETERIA 125 PLAN 8 FLEXIBLE SPENDING CARD 9 DENTAL CARE 9 EMPLOYEE ASSISTANCE PROGRAM (EAP) 9 MEDICARE CONTRIBUTIONS 9 LIFE INSURANCE AND ACCIDENTAL DEATH AND DISMEMBERMENT 10 UNEMPLOYMENT INSURANCE 10 PROFESSIONAL LIABILITY INSURANCE 10 PERSONAL PROPERTY INSURANCE PLAN 10 HOLIDAYS 10 EMPLOYEE VACATION 11 ABSENCES 11 FAMILY AND MEDICAL LEAVE 11 CUMULATIVE LEAVE AND SEVERANCE PAY 13 BEREAVEMENT LEAVE 14 SICK LEAVE BANK 14 CIVIC DUTY LEAVE 15 PERSONAL INJURY LEAVE 15 WORKERS’ COMPENSATION 15 ASSIGNMENT, REASSIGNMENT, TRANSFERS AND SALARY XXXXXXXXX 00 FLOATER POSITIONS 16 INTERPRETER PAY 16 STUDENT SUPERVISION OF ESP STAFF 16 ESP STAFF PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION POLITICAL ACTIVITIES 17 STAFF PARTICIPATION IN COMMUNITY ACTIVITIES 17 STAFF VOTING 17 STAFF CONFLICTS OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND INTEREST 18 ADMINISTRATIVE PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity ADMINISTERING MEDICINE 18 INFECTION CONTROL POLICY 18 SEXUAL HARASSMENT POLICY 20 CRITICAL DEADLINES TO REMEMBER 23 APPENDIX A- WORKERS' COMPENSATION FORMS 25 INTRODUCTION‌ The purpose of this handbook is to provide a quick reference of benefits, policies and administrative procedures that directly affect ESP employees of Westminster Public Schools. This handbook will be available to ESP employees via the intranet, new employee orientation, and a copy will be available for review in each school/department and the administration office. Any questions regarding this Handbook should be directed to the Human Resources Department. EDUCATIONAL SUPPORT PROFESSIONAL (EEOESP) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach Board of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Education Policy #GD Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIPregulations in this GD section (ESP) pertain to Educational Support Professional staff and cover all categories of staff such as secretaries, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location building aides, instructional assistants, clerical personnel, food services personnel, maintenance and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADEScustodial personnel, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudbus drivers, and Implementation servicesany administrative personnel not requiring a professional certificate or license. The procurements shall be competitive at the transactional level via Request for Quotations Adopted: November 28, 1995 Revised: June 26, 2012 DEFINITIONS EDUCATIONAL SUPPORT PROFESSIONAL An Educational Support Professional (RFQESP) includes all categories of service personnel: clerical, food service, maintenance, custodial, transportation, warehouse, and will allow an Authorized User the ability to procure within any other positions that do not require a Colorado Department of the Lots, Education license or across Lots. Contract Scopecertificate.

TABLE OF CONTENTS. Introduction A. GENERAL 13 1 Scope of bid 13 2 Source of funds 13 3 Corrupt Practices 13 4 Eligible bidders 134 5 Qualification of the bidder 14 6 OVERVIEW One bid per bidder 15 7 Cost of Bidding 15 8 Site Visit 155 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 17 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 19 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction Page INTRODUCTION 1 No Pledge of Retirement System Assets or of Proceeds of the 2006 Certificates 2 Investment Considerations 3 Defined Terms 3 Underlying Documents 3 THE CITY 3 Governmental Structure 3 Economic Characteristics 3 Current Fiscal Situation 4 Financial Controls and Accounting 5 PLAN OF FINANCE. 5 Constitutional, Statutory and Ordinance Authority for Payment of UAAL and Issuance of the 2006 Certificates 6 OVERVIEW Swap Agreements 8 Sources and Uses of Funds 9 SOURCES OF PAYMENT AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM SECURITY FOR THE SCOPE OF THIS CONTRACT 2006 CERTIFICATES 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES THE 2006 CERTIFICATES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5The Series 2006-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact Certificates (Fixed Rate) 10 The Series 2006-B Certificates (Floating Rate) 12 Selection of 2006 Certificates for Redemption 15 Notice of Redemption 16 Global Book-Entry System 16 Registration and Payment of 2006 Certificates 16 2006 COP SERVICE PAYMENTS 16 2006 CERTIFICATE INSURANCE 18 Emergency Contact 2006 SERVICE CONTRACT ADMINISTRATION 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves THE SERVICE CORPORATIONS AND THE 2006 FUNDING TRUST 20 UNDERWRITING 21 Global Plan of Distribution 22 Reference Information about the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST 2006 Certificates 22 RATINGS 22 FINANCIAL ADVISORS 23 INDEPENDENT ACCOUNTANTS 23 TRUSTEE AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions ADMINISTRATOR 23 LEGAL MATTERS 23 LITIGATION 24 UNITED STATES FEDERAL TAX CONSIDERATIONS 26 Tax Status of Reseller(sthe 2006 Funding Trust 27 Tax Status of the 2006 COP Service Payments under the 2006 Service Contracts 27 Agreements Regarding Tax Status of the 2006 Funding Trust and 2006 COP Service Payments under the 2006 Service Contracts 27 Tax Status of the Service Corporations 28 U.S. 2006 Certificateholders 28 Non-U.S. 2006 Certificateholders 29 Information Reporting and Backup Withholding 30 State and Other Tax Considerations 30 ERISA Considerations 31 CONTINUING DISCLOSURE 33 APPENDIX A: Summary of Certain Provisions of the 2006 Service Contracts, the Contract Administration Agreement and the Trust Agreement ...................................................................................................................................................................... A-1 APPENDIX B: Information Concerning the City of Detroit, Michigan .................................................................................................................. B-1 APPENDIX C: Comprehensive Annual Financial Report of the City of Detroit, Michigan for the Fiscal Year Ended June 30, 2005, including Audited Basic Financial Statements of the City for Such Fiscal Year ........................................................................... C-1 APPENDIX D: Global Book-Entry System .............................................................................................................................................................. D-1 APPENDIX E: Information about Financial Guaranty Insurance Company, including Form of its 2006 Certificate Insurance Policy................................................................................................................................................................................................ E-1 APPENDIX F: Information about XL Capital Assurance Inc., including Form of its 2006 Certificate Insurance Policy ......................................F-1 APPENDIX G: Expected Form of Legal Opinion of 2006 Certificate Counsel....................................................................................................... G-1 APPENDIX H: Continuing Disclosure Undertaking ................................................................................................................................................ H-1 issued by the DETROIT RETIREMENT SYSTEMS FUNDING TRUST 2006 evidencing undivided proportionate interests in the rights to receive certain payments pursuant to two Service Contracts between CITY OF DETROIT, MICHIGAN and DETROIT GENERAL RETIREMENT SYSTEM SERVICE CORPORATION and DETROIT POLICE AND FIRE RETIREMENT SYSTEM SERVICE CORPORATION $148,540,000 SERIES 2006-A (FIXED RATE) $800,000,000 SERIES 2006-B (FLOATING RATE) INTRODUCTION This Offering Circular sets forth information concerning the Certificates of Participation 21 Designation Series 2006-A in the original aggregate principal amount of Reseller(s$148,540,000 (Series 2006-A Certificates) 21 Responsibility for Reporting/Performance 21 Applicability and the 2006 Certificates of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support Participation Series 2006-B in the original aggregate principal amount of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE$800,000,000 (Series 2006-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, CloudB Certificates, and Implementation servicescollectively with the Series 2006-A Certificates, 2006 Certificates) issued by the Detroit Retirement Systems Funding Trust 2006 (2006 Funding Trust) to be formed under the Trust Agreement described below. The procurements shall 2006 Certificates evidence individual undivided proportionate interests in the rights to receive certain payments (2006 COP Service Payments) to be competitive at made by the transactional level via Request for Quotations City of Detroit, Michigan (RFQCity) and will allow an Authorized User the ability to procure within any under two Service Contracts of the LotsCity, or across Lots. namely, its (i) Detroit General Retirement System Service Contract Scope2006 (2006 GRS Service Contract) with the Detroit General Retirement System Service Corporation, and

TABLE OF CONTENTS. Introduction DEFINITIONS AND INCORPORATION BY REFERENCE Definitions 1 Other Definitions 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Incorporation by Reference of Trust Indenture Act 6 Contract Scope Rules of Construction 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Non-Recourse to the General Partner; No Personal Liability of Officers, Directors, Employees or Partners 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES SECURITIES Amount Unlimited; Issuable in Series 7 Denominations 10 DEFINITIONS Forms Generally 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Execution, Authentication, Delivery and Dating 10 Registrar and Paying Agent 12 Paying Agent to Hold Money in Trust 12 Holder Lists 12 Transfer and Exchange 13 Replacement Securities 14 Outstanding Securities 14 Original Issue Discount, Foreign-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 ECurrency Denominated and Treasury Securities 14 Temporary Securities 14 Cancellation 14 Payments; Defaulted Interest 14 Persons Deemed Owners 15 Computation of Interest 15 Global Securities; Book-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Entry Provisions 15 REDEMPTION Applicability of Contract Terms Article 17 Notice to the Trustee 17 Selection of Securities To Be Redeemed 18 Notice of Redemption 18 Effect of Notice of Redemption 18 Deposit of Redemption Price 19 Securities Redeemed or Purchased in Part 19 Purchase of Securities 19 Mandatory and Optional Sinking Funds 19 Satisfaction of Sinking Fund Payments with Securities 20 Redemption of Securities for Sinking Fund 20 COVENANTS Payment of Securities 20 Maintenance of Office or Agency 21 Condition SEC Reports; Financial Statements 21 Compliance Certificate 22 Existence 22 Waiver of Stay, Extension or Usury Laws 22 Additional Amounts 22 SUCCESSORS Limitations on Mergers and Consolidations 23 Successor Person Substituted 23 DEFAULTS AND REMEDIES Events of Default 24 Acceleration 26 Other Remedies 26 Waiver of Defaults 27 Control by Majority 27 Limitations on Suits 27 Rights of Holders to Receive Payment 28 Collection Suit by Trustee 28 Trustee May File Proofs of Claim 28 Priorities 29 Undertaking for Responding Costs 29 TRUSTEE Duties of Trustee 29 Rights of Trustee 30 May Hold Securities 31 Trustee’s Disclaimer 31 Notice of Defaults 31 Reports by Trustee to Authorized User Request for Quote 21 PURCHASE ORDERS Holders 32 Compensation and Indemnity 32 Replacement of Trustee 32 Successor Trustee by Merger, etc. 34 Eligibility; Disqualification 34 Preferential Collection of Claims Against the Partnership or a Subsidiary Guarantor 34 DISCHARGE OF INDENTURE Termination of the Partnership’s and the Subsidiary Guarantors’ Obligations 35 Application of Trust Money 38 Repayment to Partnership or Subsidiary Guarantor 38 Reinstatement 38 SUPPLEMENTAL INDENTURES AND INVOICING 21 PAYMENTS 22 MAINTENANCE AMENDMENTS Without Consent of Holders 39 With Consent of Holders 40 Compliance with Trust Indenture Act 41 Revocation and Effect of Consents 41 Notation on or Exchange of Securities 42 Trustee to Sign Amendments, etc. 42 SUBORDINATION OF SECURITIES AND SUPPORT PROVISIONS 22 Maintenance/Support GUARANTEE Applicability of Article; Agreement Provisions 22 Maintenance/Support To Subordinate 42 Liquidation, Dissolution, Bankruptcy 43 Default on Senior Indebtedness 43 Acceleration of Product 22 Obligations 22 Payment of Securities 44 When Distribution Must Be Paid Over 44 Subrogation 44 Relative Rights 44 Subordination May Not Be Impaired by Partnership 45 Rights of Trustee and Paying Agent 45 Distribution or Notice to Representative 45 Article X Not to Prevent Defaults or Limit Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote AdministrationAccelerate 45 Trust Moneys Not Subordinated 45 Trustee Entitled to Rely 46 Trustee to Effectuate Subordination 46 Trustee Not Fiduciary for Holders of Senior Indebtedness 46 Reliance by Holders of Senior Indebtedness on Subordination Provisions 46 GUARANTEE Unconditional Guarantee 47 Execution and Delivery of Guarantee 48 Limitation on Liability of the Subsidiary Guarantors 49 Release of Subsidiary Guarantors from Guarantee 49 Contribution 49 MISCELLANEOUS Trust Indenture Act Controls 50 Notices 50 Communication by Holders with Other Holders 51 Certificate and Opinion as to Conditions Precedent 51 Statements Required in Certificate or Opinion 51 Rules by Trustee and Agents 51 Legal Holidays 52 No Recourse Against Others 52 Governing Law 52 No Adverse Interpretation of Other Agreements 52 Successors 52 Severability 52 Counterpart Originals 52 Table of Contents, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT Headings, etc. 52 INDENTURE dated as of , 2006 among Energy Transfer Partners, L.P., a Delaware limited partnership (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSthe “Partnership”), New York State Procurement is responsible for developing Heritage Service Corp., Heritage Equity, L.L.C., Heritage Marketing, L.P., Heritage Operating, L.P., La Grange Acquisition, L.P., Five Dawaco, LLC, ET Company I, Ltd., Xxxxxxxx Transmission Company, Ltd., Whiskey Bay Gathering Company, Ltd., Whiskey Bay Gas Company, Ltd., TETC, LLC, Texas Energy Transfer Company, Ltd., LG PL, LLC, ETC Texas Pipeline, Ltd., ETC Texas Processing, Ltd., ETC Katy Pipeline, Ltd., ETC Gas Company, Ltd., LGM, LLC, ETC Marketing, Ltd., ETC Oasis GP, LLC, Oasis Pipeline, LP, ETC Oasis, L.P., Oasis Pipe Line Company, Oasis Pipe Line Finance Company, Oasis Partner Company, Oasis Pipe Line Management Company, Oasis Pipe Line Company Texas L.P., Energy Transfer Fuel GP, LLC, Energy Transfer Fuel, LP, HPL Holdings GP, L.L.C, HP Houston Holdings, L.P., HPL Consolidation LP, HPL Storage GP LLC, HPL Asset Holdings LP, HPL Leaseco LP, HPL GP, LLC, Houston Pipe Line Company LP, HPL Resources Company LP, HPL Gas Marketing LP and managing centralized Contracts for all New York State Authorized UsersHPL Houston Pipe Line Company, LLC. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwarecollectively, Hardware, Cloudthe “Subsidiary Guarantors”), and Implementation services[ ], a , as trustee (the “Trustee”). The procurements shall be competitive at Partnership and the transactional level via Request Subsidiary Guarantors have duly authorized the execution and delivery of this Indenture to provide for Quotations (RFQ) and will allow an Authorized User the ability issuance from time to procure within any time of the LotsPartnership’s debentures, notes, bonds or across Lotsother evidences of indebtedness to be issued in one or more series unlimited as to principal amount (herein called the “Securities”), and the Guarantee by each of the Subsidiary Guarantors of the Securities, as in this Indenture provided. Contract ScopeThe Partnership and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for its full, unconditional and joint and several guarantee of the Securities to the extent provided in or pursuant to this Indenture. All things necessary to make this Indenture a valid agreement of the Partnership, in accordance with its terms, have been done.

TABLE OF CONTENTS. Introduction TABLE OF CONTENTS i INSTRUCTIONAL STAFF DIRECTORY 1 ADMINISTRATION, SUPERVISION & SUPPORT PERSONNEL 2 BOARD OF EDUCATION OFFICERS & MEMBERS 2 2019-2020 SCHOOL CALENDAR 3 DAILY SCHEDULE OF CLASS PERIODS 4 SCHOOL DISTRICT FLOOR PLAN 5 ACADEMIC ACHIEVEMENT 6 OVERVIEW ACTIVITIES 6 ANNOUNCEMENTS & BULLETIN BOARDS 7 ATTENDANCE & HOMEWORK REQUESTS 7 BACKPACKS/BOOK BAGS/PURSES 10 BEHAVIORAL EXPECTATIONS 10 BUSING/TRANSPORTATION 11 CANCELLATION OF SCHOOL 13 CHILD CARE 13 CHROMEBOOK USAGE AGREEMENT 13 COLLEGE-TECH SCHOOL VISITATIONS 14 CONDUCT AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 COURTESY 14 COUNSELING SERVICES 17 DIRECTORY INFORMATION 17 DRESS 17 FAMILY ACCESS 19 FEES, FINES AND CHARGES 19 FIELD TRIPS 19 FIRST AID 20 GRADE PLACEMENT 20 (Continued on next page) GRADUATION REQUIREMENTS 21 HALL PASSES 21 HARASSMENT POLICY 21 HONORS PASS PROGRAM 22 LIBRARY PROCEDURES 23 LOCKERS AND LOCKS 23 LUNCH/BREAKFAST 24 MAJORITY AGE STUDENTS 24 MEDICATION AT SCHOOL 24 MONEY AT SCHOOL 25 MONEY AND ACCOUNTS – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves (information for the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Treasurer of Reseller(san organization) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 25 NON-STATE AGENCIES DISCRIMINATION POLICY AND EQUAL EDUCATION 25 OPTIONS PROGRAMS 25 PHYSICAL EDUCATION 26 PLAGIARISM 26 SCHEDULE CHANGES 27 SCHOOL SAFETY 27 SEMESTER EXAMS 27 SOCIAL REGULATIONS 28 SOLICITATION BY STUDENTS 28 SPECTATOR BEHAVIOR 29 STANDARDIZED TESTING 29 STUDENT PLANNER 29 TEACHER MAILBOXES 29 TECHNOLOGY USE/CODE OF CONDUCT 30 TELEPHONE MESSAGE PROCEDURES 30 TEXTBOOK SERVICE 30 THREATS 30 TRAFFIC WITHIN SCHOOL 30 (Continued on next page) TRITON/ONLINE COURSES 30 VISITORS TO SCHOOL 31 WEAPONS 31 WORK PERMIT 31 MISCELLANEOUS 31 HOW TO GET HELP WITH A CONCERN 32 STUDENT ACTIVITIES HANDBOOK INTRODUCTION 33 EXTRA CURRICULAR PARTICIPANTS 34 ELIGIBILITY 34 GENERAL RULES FOR PARTICIPATION IN CENTRALIZED CONTRACTS ACTIVITIES 35 CRITERIA FOR HOLDING AN OFFICE IN ANY ACTIVITY 36 WIAA RULES FOR PARTICIPATION IN ATHLETICS 37 ACTIVITY CODE PENALTIES 37 A. ALCOHOL, TOBACCO AND EXTENSION DRUGS VIOLATIONS 37 B. CONDUCT UNBECOMING TO A STUDENT VIOLATIONS 39 C. REPORTING OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS A VIOLATION 40 CONTRACTOR PERFORMANCE AUDIT D. STUDENT SELF DISCLOSURE 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION E. INVESTIGATION PROCESS 41 BACKGROUND CHECKS APPEAL PROCESS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development BULLYING/HARASSMENT INCIDENT REPORT FORM 42 STUDENT AND ACTIVITY HANDBOOK AGREEMENT FORM 44 INSTRUCTIONAL STAFF DIRECTORY Xxxxxxxxx, Xx. Xxxxxxx Music Xxxxxxxx,Xx. Xxxxx HS/MS Math Xxxxx, Mrs. Xxxxxxxx HS/MS Science Xxxxxx-Xxxxx, Xxx. Xxxxxx Xxxxxxxxx Xxxxxxx, Mrs. Xxxxx MS/HS Business Xxxxxxx, Xx. Xxxxxx HS Resource Xxxxxxx, Mrs. Xxxxxxxxx XXX/MS/HS Resource Xxxxxx, Mrs. Xxxxx HS/XX. Xxx Xx Xxxxxxxx-Xxxxxxx, Mrs. Xxxx MS/HS Band Xxxxxx, Xx. Xxxxx XX Xxxx Xxxxxxxxxxxxx, Mr. Xxx Health and Phy Xx Xxxxxxxxxxxxx, Mrs. Xxxxx XX Xxxxxxx Xxxxxx-Xxxxx, Mr. Xxxx Xxxxxxx/ASP Coordinator Xxxxx, Mrs. Xxxxx 6th Gr. Math/Reading/Science/8th Gr. Science Xxxxx, Mrs. Xxxx Agriculture Xxxxxxxxx, Xx. Xxxx HS Science Xxxxxx, Xxx. Xxxxx MS/HS English Szwet, Mr. Xxxxx 8th Gr./HS Tech Xx Xxxxxx, Mr. Xxxxx MS Social Studies Xxxxxx, Mrs. Xxxxxxx XX Xxxxxxx/Triton Coordinator Xxxxxxxx, Mrs. Xxx MS Resource Xxxxxxxx, Ms. Xxxxxx MS/HS Art Xxxxx, Mr. Xxxxx HS Social Studies ADMINISTRATIVE, SUPPORT & DISTRICT STAFF ADMINISTRATION Xxx. Xxxxx Xxxxxx District Administrator PH: 920-842-2178 ext. 1042 Xxx. Xxxxxx Xxxx Principal PH: 920-842-2181 ext. 1004 Xxx. Xxxxxxxx Xxxxx Director of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation Special Education/PST/Director of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized UsersCurriculum PH: 920-842-2178 ext. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope1181

TABLE OF CONTENTS. Introduction A. GENERAL 12 1 Scope of bid 13 2 Source of funds 13 3 Corrupt Practices 13 4 Eligible bidders 14 5 Qualification of the bidder 14 6 OVERVIEW One bid per bidder 15 7 Cost of Bidding 15 8 Site Visit 15 B. BIDDING DOCUMENTS 16 9 Contents of Bidding Documents 16 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 17 C. PREPARATION OF BIDS 17 12 Language of Bid 17 13 Documents Comprising the Bid 17 14 Bid Prices 18 15 Currencies of bid and payment 18 16 Bid Validity 18 17 Bid Security 18 18 No Alternative Offers 19 19 Pre-bid meeting 19 20 Format and Signing of Bids 20 D. SUBMISSION OF BIDS 20 21 Sealing and Marking of Bids 20 22 Deadline for Submission of Bids 21 23 Late bids 21 24 Modification, substitution and Withdrawal of Bids 21 E. BID OPENING AND PURPOSE EVALUATION 22 25 Bid Opening 22 26 Process to be confidential 22 27 Clarification of bids and contacting of the employer 23 28 Examination of bids and determination of responsiveness 23 29 Correction of errors 24 30 Evaluation and comparison of bids 24 31 Qualification and Evaluation Criteria 25 F. FINANCIAL EVALUATION 26 32 Comparison of major rates of items of construction & credibility of tenderers rates Award 26 33 Preference for domestic bidders 26 G. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 26 34 Award 27 35 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS accept any bid and to reject any or all bids 27 36 Notification of award 27 37 Performance security 27 38 Signing of agreement 28 39 Contract Effectiveness 28 40 Execution of Works 28 CONDITIONS OF TENDERERS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeBIDDERS

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot Section Page ------- ---- PREFACE 1 – Software 6 Lot AGREEMENT 1 RECITALS 1 DEFINITIONS and ACRONYMS 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR GENERAL TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 2 1. Reservation of Rights to Appeal or Petition for Reconsideration 2 2. Provision of Local Service and Unbundled Network Elements 2 3. Term of Agreement; Transitional Support 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required 4. Good Faith Efforts 35 Monthly MWBE Contractor Performance 5 5. Option to Obtain Local Services or Network Elements Under Other Agreements 5 6. Responsibility of Each Party 5 7. Governmental Compliance Report 35 Breach of Contract 5 8. Responsibility For Environmental Contamination 6 9. Regulatory Matters 7 10. Liability and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT Indemnity 8 11. Audits and Inspections 10 12. Service Performance Measures and Related Remedies 12 13. Uncollectible or Unbillable Revenues 13 14. Customer Credit History 13 15. Force Majeure 14 16. Certain State and Local Taxes 15 17. Alternative Dispute Resolution 15 18. Notices 16 19. Confidentiality and Proprietary Information 17 20. Branding 19 21. Miscellaneous 19 ATTACHMENTS Attachment 1 Definitions Attachment 2 Acronyms Attachment 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATAAlternative Dispute Resolution Attachment 4 Directory Listing Requirements Attachment 5 Local Services Resale Attachment 6 Specifications, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies Service Descriptions and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Implementation Schedule for Unbundled Network Elements Attachment 7 Network Element Combinations Attachment 8 Pricing Attachment 9 Access to Verigate and LEX Operations Support Systems Attachment 10 Ancillary Functions Attachment 11 Provisioning and Ordering Attachment 12 Maintenance Attachment 13 Connectivity Billing and Recording Attachment 14 Provision of Customer Usage Data 37 Contractor Access to Data 37 Data Location Attachment 15 Local Number Portability and Number Assignment Attachment 16 Security Attachment 17 Service Performance Measures and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeRemedies Attachment 18 Interconnection

TABLE OF CONTENTS. INTRODUCTION TO GPS 1 HOW IT WORKS 1 WORKING WITH ERROR 2 REDUCING ERROR WITH DIFFERENTIAL GPS 2 SOFTWARE INSTALLATION 3 STARTING THE PROGRAM 5 REGISTERING THE PROGRAM 5 DATA COLLECTOR CONFIGURATIONS 5 USING THIS MANUAL 6 SOLO FOREST BASICS 7 FEATURES 7 ATTRIBUTES 8 ZONE SETTINGS 8 CREATING A PROJECT 9 SETTINGS 9 THE MAP VIEW 11 THE FILE MENU 13 FILE > NEW 13 FILE > OPEN 13 FILE > SETTINGS 14 FILE > FEATURE CODES 24 FILE > MORE 32 FILE > MORE > EXPORT 32 FILE > MORE > POST PROCESSING UPDATE 35 FILE > [RECENTLY OPENED FILES] 35 FILE > SOFTWARE LICENSE 35 FILE > EXIT 35 THE EDIT MENU 37 EDIT > STYLUS USE 37 EDIT > DELETE 38 EDIT > MOVE 38 EDIT > COPY TO UDF FEATURE 43 EDIT > LINE EDITING > REVERSE LINE 44 EDIT > LINE EDITING > LINE OFFSET 44 EDIT > LOGGED DATA > LOGGED POINTS 45 EDIT > LOGGED DATA > LOGGED FEATURES 45 EDIT > FIND FEATURE 45 THE VIEW MENU 47 VIEW > ZOOM EVERYTHING 47 VIEW > ZOOM LOGGED DATA 47 VIEW > ZOOM TO ACTIVE LAYER 47 VIEW > ZOOM TO CURRENT LOCATION 47 VIEW > MORE ZOOM SELECTIONS 47 VIEW > MORE ZOOM SELECTIONS > WINDOW 47 VIEW > MORE ZOOM SELECTIONS > ZOOM IN 47 VIEW > MORE ZOOM SELECTIONS > ZOOM OUT 48 VIEW > MORE ZOOM SELECTIONS > PREVIOUS 48 VIEW > MORE ZOOM SELECTIONS > TO POINT 48 VIEW > MORE ZOOM SELECTIONS > TO IMAGES 48 VIEW > MORE ZOOM SELECTIONS > IMAGE SCALE 1:1 48 VIEW > MORE ZOOM SELECTIONS > SAVED VIEWS 48 VIEW > MORE ZOOM SELECTIONS > REFRESH 48 VIEW > MAP LAYERS 49 VIEW > SET ACTIVE LAYER 60 VIEW > SHOW LEGEND 60 VIEW > DISPLAY OPTIONS 61 VIEW > SATELLITE SKY PLOT 65 THE LOG MENU 67 LOG > LOG A POINT 67 LOG > LOG ANOTHER 68 LOG > LOG ANOTHER SAME REFERENCE 69 LOG > LOG AT 69 LOG > LOG OFFSET / INTERVAL 70 LOG > LOG OFFSET / INTERVAL > LOG BY INTERVAL / OFFSET 71 LOG > LOG OFFSET / INTERVAL > LOG BY INTERVAL 71 LOG > LOG RAW DATA ERROR! BOOKMARK NOT DEFINED. LOG > LOG A WAYPOINT 72 LOG > STICKY MODE 72 LOG > LOG WITH 73 LOG > END FEATURE 73 THE TOOL MENU 75 TOOL > NAVIGATE 75 TOOL > GPS CONFIGURE 80 TOOL > OFFSET/TRAVERSE OPTIONS 84 TOOL > MEASURE TOOL 86 TOOL > GENERATE GRID 87 TOOL > BUFFER FEATURE 91 TOOL > POLYGONS > SPLIT 91 TOOL > POLYGONS > MERGE 92 TOOL > RUN SOLOBASIC SCRIPT 92 THE TOOLBARS 93 EDIT 93 VIEW 93 LOG 93 TOOLS 94 LOGGING POINTS WITH GPS 95 CHECKING SIGNAL QUALITY 95 LOGGING A POINT 96 LOG ANOTHER 97 LOGGING POINTS WITH A LASER RANGEFINDER 97 RANGE TRIANGULATION 97 HORIZONTAL ANGLE 98 AZIMUTH 100 LOGGING POINTS THROUGH THE TOUCH SCREEN 103 EDITING COLLECTED DATA 105 EDITING ATTRIBUTES 105 EDITING ACTIVE BASEMAP ATTRIBUTES 105 RE-ORDERING POINTS 106 LINKING MAP OBJECTS 107 REDLINING 107 FREEHAND REDLINING 107 DELETING REDLINING OBJECTS 109 LOADING MAPS DOWNLOADED FROM SOLO NAVIGATOR 110 DOWNLOADING MAPS IN SOLO NAVIGATOR 110 LOADING MAPS DOWNLOADED FROM SOLO NAVIGATOR IN SOLO FOREST 111 POST-PROCESSING GUIDE 112 POST-PROCESSING USING TRIMBLE PATHFINDER OFFICE SOFTWARE 112 Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot to GPS The U.S. Department of Defense started the Global Positioning System, or „GPS‟ so they could locate objects quickly and accurately. The system works by using information from 32 satellites that orbit the earth at very high altitudes. Depending on the type of GPS system a person is using, one can calculate their position on the earth with horizontal accuracy from 10 meters to less than 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves centimeter. The basic signal broadcast from the right GPS satellites is free and available to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports everyone, so the military is not the only group that has found a use for Authorized User 20 Service Reports GPS. Aircraft pilots and mariners have been using GPS for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions many years for navigation. In more recent years GPS has appeared in automobile navigation systems incorporated with a mapping database to show a live screen of Reseller(s) Participation 21 Designation the vehicle‟s location. Surveyors have been using GPS since the early 1980‟s and because of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudadvancements in the technology, and Implementation servicesdecreasing prices, GPS for surveying applications has become commonplace. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) As GPS systems become smaller, more sophisticated and will allow an Authorized User the ability to procure within any of the Lotsless expensive, or across Lots. Contract Scopetheir applications are attracting users from every discipline imaginable.

TABLE OF CONTENTS. Introduction A. GENERAL 13 1 Scope of bid 13 2 Source of funds 13 3 Corrupt Practices 13 4 Eligible bidders 134 5 Qualification of the bidder 14 6 OVERVIEW One bid per bidder 14 7 Cost of Bidding 15 8 Site Visit 155 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 17 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 19 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction Article 1 Purpose and Intent Page 5 Article 2 Definitions Page 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Article 3 Recognition Page 9 Article 4 Association Rights Page 10 1 Association Leave 2 President’s Leave 5 School Building Use 7 School Mail 8 Bulletin Board 9 No Union Discrimination Article 7 Teacher Rights Page 17 1 Personnel File – Documents 2 Complaints – 10-day Timeline 3 Review Personnel File 4 Representation at any Meeting 5 Non-Discrimination Article 8 Teacher Protection Page 19 1 Salary 3 Non-teaching Contract Days 6 Extended Contract Scope 6 LOT OVERVIEW 6 Lot 1 7 Daily Work Hours – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES Lunch 10 DEFINITIONS Preparation Period 12 Paid to Substitute 13 Travel Time 17 Principal’s Advisory Committee Article 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation Page 25 Article 11 Leaves Page 26 1 Sick Leave 2 Deduction of Unearned Sick Leave 3 Authorized Use of Sick Leave 4 Non-emergency Sick Leave – restrictions 5 Payment for Unused Sick Leave Sick Leave Bank Page 27 Donation of Sick Leave Page 27 Personal Annual Leave Page 28 Personal Business Leave Page 29 Leave for Unforeseen Circumstances Page 29 Professional Leave Page 29 Summer Leave Page 32 Maternity/Paternity/Adoption Leave Page 32 Conferences and Visitations Page 32 Court Leave Page 32 Leave of Absence Page 33 Article 12 Transfer and Reassignment Page 34 1 Posting of Vacancies 2 Voluntary Transfer 3 Involuntary Transfer 4 In-House Transfer Article 13 Reduction in Force Page 37 Article 14 Compensation Page 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope1 Licensed Salary Schedule 2 Movement on Schedule 3 Occupational Program 4 Advancement Notice 6 Isolation Pay 7 Direct Deposit 10 Extra Duty Pay

TABLE OF CONTENTS. Introduction INTRODUCTION 1 Who Must Complete Privacy and Confidentiality Training? 1 Learning Objectives 4 PRIVACY & SECURITY COMPLIANCE PROGRAM 5 DHS Privacy and Security Program Structure 5 ................................................................................................................................... 5 Roles & Responsibilities 6 OVERVIEW PATIENT INFORMATION PRIVACY LAWS 7 HIPAA 7 THE HIPAA OMNIBUS RULE 8 HITECH ACT 8 State Laws and Regulations 9 Regulatory Standards 9 PATIENT INFORMATION PRIVACY LAWS & RELATED PROCEDURES 10 What is Protected Health Information (PHI)? 10 Health Information Identifiers 11 Where can PHI be Found? 12 KEY COMPONENTS OF PATIENT INFORMATION PRIVACY LAWS 12 Patient Rights 13 Use and Disclosure of Patient Information 15 Use and Disclosure without Patient Authorization or Opportunity to Object 15 Use and Disclosure with Patient Opportunity to Agree or Object 16 Disclosures to Family and Friends 16 Use and Disclosure of Patient Information with Authorization 17 Photographing and Recording Patients 17 Incidental Disclosures 18 Disclosures to Media 18 Unauthorized Disclosure 18 Social Networking Sites 19 Access to PHI 19 Minimum Necessary Requirements 20 Inappropriate Access 20 Unauthorized Access 21 DHS PRIVACY AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for SoftwareSECURITY POLICIES 22 Acceptable Use Policy 22 SAFEGUARDS 22 Administrative Safeguards 22 Physical Safeguards 23 Technical Safeguards 23 POLICIES FOR SAFEGUARDING PHI 25 Faxing PHI 25 E-mailing Patient, HardwareConfidential, Cloudor Sensitive Information 25 Safeguarding in Public Areas 26 Storing and Saving ePHI 28 Computer Security 28 Destroying PHI. 29 PRIVACY AND SECURITY BREACH REPORTING 30 Reporting Privacy and/or Security Breaches 31 DISCIPLINARY ACTIONS AND PENALTIES 33 Disciplinary Actions 33 Civil and Criminal Penalties 33 HIPAA Civil and Criminal Penalties 33 State Civil and Criminal Penalties 34 CONSEQUENCES FOR POOR JUDGMENT 35 CONCLUSION 36 TEST YOUR KNOWLEDGE ANSWERS 37 ASSESSMENT QUESTIONS 41 ANSWER SHEET AND PROOF OF COMPLETION 45 Learning Objectives By reviewing the material in this handbook, you will: • Familiarize yourself with the Patient Privacy & Information Security component of the DHS Compliance Program. • Learn key elements of HIPAA, the Omnibus Rule, the HITECH Act, California privacy laws, and Implementation servicesother relevant laws and regulations. • Become aware of your responsibility to make sure you do not inappropriately acquire, view, access, use, or disclose patient information and other kinds of confidential information. • Recognize the importance of safeguarding patient and confidential information. • Learn how to recognize and report suspected privacy and security violations and other compliance issues. PRIVACY & SECURITY COMPLIANCE PROGRAM The DHS Privacy & Security Compliance Program is designed to ensure workforce compliance with all applicable laws, regulations, policies and standards that pertain to the privacy and security of patient health and other confidential information. The procurements shall objectives of this program are: • Establish and implement policies and procedures to guide the workforce in making good decisions when handling and using patient information. • Make the workforce aware of their responsibility to assure the privacy and security of patient health information and other confidential or sensitive data and records. • Provide the workforce with privacy and security awareness training. • Provide a mechanism for reporting violations and complaints. • Provide investigative support and oversight of mitigation efforts. DHS Privacy and Security Program Structure DHS Chief Compliance Officer DEPARTMENTAL INFORMATION SECURITY OFFICER (DISO) YOU employees, contract staff, affiliates, volunteers, trainees, students others DHS PRIVACY OFFICER FACILITY INFORMATION SECURITY COORDINATOR (FISC) FACILITY PRIVACY COORDINATOR As a member of DHS’ workforce, you may be competitive at the transactional level via Request for Quotations (RFQ) in contact with patient information and will allow other confidential or sensitive information, records and data in your everyday duties and responsibilities. No matter your job title or function, you are an Authorized User the ability to procure within any integral part of the LotsPatient Privacy & Information Security Program and its success depends on you. The program is comprised of the DHS Privacy Officer, or across LotsFacility Privacy Coordinator, Facility Information Security Coordinator (FISC), Departmental Information Security Officer (DISO), various committees, and most importantly, you as a member of the workforce. Contract ScopeRoles & Responsibilities Individuals at each facility oversee and coordinate specific responsibilities of the DHS Patient Privacy & Information Security Program.

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 SUBPART A. General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION CLAUSE 1. EFFECTIVE DATE 3 CLAUSE 2. BUDGET PERIOD/PERIOD OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 3 CLAUSE 3. COMPLIANCE WITH FEDERAL, STATE STATE, AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE MUNICIPAL LAW 3 CLAUSE 4. INCONSISTENCY WITH FEDERAL LAW 3 CLAUSE 5. ORDER OF PRECEDENCE 3 CLAUSE 6. FEDERAL STEWARDSHIP AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT SUBSTANTIAL INVOLVEMENT 4 CLAUSE 7. NEPA REQUIREMENTS 6 CLAUSE 8. PERFORMANCE OF WORK IN UNITED STATES 7 CLAUSE 9. EQUIPMENT PURCHASES 7 CLAUSE 10. LOBBYING 8 CLAUSE 11. EXPORT CONTROLS 8 CLAUSE 12. PUBLICATIONS 8 CLAUSE 13. NO-COST EXTENSION 9 CLAUSE 14. PROPERTY – IMPLEMENTATION SPECIFIC TERMS SUPPLIES AND CONDITIONS 41 REQUEST FOR QUOTATION EQUIPMENT 9 CLAUSE 15. RECORD RETENTION 10 CLAUSE 16. AUDITS 10 CLAUSE 17. CLAIMS, DISPUTES, AND APPEALS 11 SUBPART B. Financial Provisions 12 CLAUSE 18. MAXIMUM OBLIGATION 12 CLAUSE 19. COST SHARING 12 CLAUSE 20. REFUND OBLIGATION 13 CLAUSE 21. ALLOWABLE COSTS 13 CLAUSE 22. INDIRECT COSTS 14 CLAUSE 23. PRE-AWARD COSTS 14 CLAUSE 24. PATENT COSTS 15 CLAUSE 25. PAYMENT PROCEDURES 16 CLAUSE 26. BUDGET CHANGES 19 SUBPART C. Miscellaneous Provisions 20 CLAUSE 27. CORPORATE FELONY CONVICTION AND FEDERAL TAX LIABILITY ASSURANCES 20 CLAUSE 28. NON-ASSIGNABILITY 20 CLAUSE 29. RESERVED 20 CLAUSE 30. RESERVED 20 CLAUSE 31. RESERVED 20 APPENDIX A: 21 APPENDIX B: 25 Subpart A. General Provisions EFFECTIVE DATE The effective date of this Award is stated in Block 27 of the Cover Page (RFQAssistance Agreement Form). BUDGET PERIOD/PERIOD OF PERFORMANCE The budget period and period of performance are stated in Block 7 of the Cover Page (Assistance Agreement Form) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials to this Award. COMPLIANCE WITH FEDERAL, STATE, AND MUNICIPAL LAW The Prime Recipient is required to comply with applicable Federal, state, and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing local laws and managing centralized Contracts regulations for all New York State Authorized Userswork performed under this Award. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User The Prime Recipient is required to procure from specific Lots for Softwareobtain all necessary Federal, Hardware, Cloudstate, and Implementation services. The procurements shall be competitive at the transactional level via Request local permits, authorizations, and approvals for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scopeall work performed under this Award.

TABLE OF CONTENTS. Introduction A. GENERAL 12 1 Scope of bid 12 2 Source of funds 12 3 Corrupt Practices 13 4 Eligible bidders 13 5 Qualification of the bidder 13 6 OVERVIEW One bid per bidder 13 7 Cost of Bidding 14 8 Site Visit 14 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 16 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 18 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction A. GENERAL 12 1 Scope of bid 12 2 Source of funds 12 3 Corrupt Practices 13 4 Eligible bidders 12 5 Qualification of the bidder 13 6 OVERVIEW One bid per bidder 14 7 Cost of Bidding 14 8 Site Visit 14 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 16 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 18 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS accept any bid and to reject any or all bids 22 33 Notification of award 22 34 Signing of agreement 22 35 Performance security 22 36 Contract Effectiveness… 23 CONDITIONS OF TENDERERS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeBIDDERS

TABLE OF CONTENTS. Introduction ARTICLE PAGE 2 RECOGNITION 1 3 SUPPORT OF AGREEMENT 1 4 EFFECT OF AGREEMENT 2 5 ORGANIZATIONAL RIGHTS 2 6 OVERVIEW DUES DEDUCTION 3 7 DISTRICT RIGHTS 4 8 CLASSIFIED EMPLOYER-EMPLOYEE RELATIONS COMMITTEE 5 9 DUTY HOURS 5 Work Day 5 Work Week 5 Individual Alternative Work Schedule 6 Rest Periods 6 A Non-Compensated Lunch Period 6 Over-time and Extended Hours Service 6 Extra Hours 7 10 EVALUATION 7 11 VACANT POSITIONS 9 First Consideration 9 Posting of Notice 9 Filing 9 Lateral Transfers/Promotion 9 Scheduled Holidays 10 Holidays on District-Wide Non-Scheduled Work Days 10 Holiday Eligibility 10 Christmas/New Year’s Holiday Eligibility 10 13 LEAVES OF ABSENCE 11 General Provisions 11 Immediate Family 11 Sick Leave 11 Personal Necessity Leave 12 Bereavement Leave 13 Judicial and Official Appearance Leave 13 Jury Duty 13 Court Appearance 13 Maternity/Paternity Leave 13 Maternity Disability 14 Child Rearing Leave 14 Military Leave 14 Industrial Accident and Illness Leave 14 Association Leave 14 14 VACATIONS 15 15 TRAINING 16 16 EMPLOYEE EXPENSES AND PURPOSE MATERIALS 16 Step Increases 16 Call-In Pay Guarantee 16 Call-Back Pay Guarantee 17 Conference Attendance 17 Holiday Pay 17 Overtime Pay 17 Compensatory Time 17 Shift Differential 17 Medical Examination 17 Longevity Pay 18 Professional Development Program 18 Professional Growth Program 18 Enrollment Fee Reimbursement Program 19 Reclassification Process 20 Working Out of Classification 23 18 INSURANCE BENEFITS 23 Active Full-Time Member Insurance Benefits 23 Retiree Health Benefits Program 24 19 SAFETY CONDITIONS 25 20 GRIEVANCE PROCEDURE 26 General Provisions 26 Informal Stage 26 Formal Stage 26 Level I 26 Level II 26 Level III 27 Failure to meet Time Limits 27 Representation 27 Reasonable Released Time 27 Confidentiality 28 No Reprisal 28 21 CONCLUSION OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS MEET AND SERVICES EXCLUDED FROM THE SCOPE NEGOTIATION 28 22 SAVINGS PROVISION 28 23 TERM AND RENEGOTIATION 29 Term 29 Negotiation of a Successor Agreement 29 RECOMMENDED FOR RATIFICATION 30 RATIFIED 31 APPENDIX A CLASSIFIED SALARY SCHEDULE 32 APPENDIX B RECOGNITION RESOLUTION 35 APPENDIX C CATASTROPHIC LEAVE 36 APPENDIX D DISCIPLINE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S A PERMANENT CLASSIFIED EMPLOYEE 38 APPENDIX E ACTIVE EMPLOYEE HEALTH INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS PLAN SUMMARY 42 APPENDIX F 65 PLUS RETIREE HEALTH INSURANCE PLAN SUMMARY 43 APPENDIX G PROCEDURES FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION GRANTING SALARY SCHEDULE CREDIT FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS ACADEMIC COURSES AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeINDIVIDUAL INSTRUCTION… 46

TABLE OF CONTENTS. Introduction ARTICLE PAGE 2 RECOGNITION 1 3 SUPPORT OF AGREEMENT 1 4 EFFECT OF AGREEMENT 2 5 ORGANIZATIONAL RIGHTS 2 6 OVERVIEW DUES DEDUCTION 3 7 DISTRICT RIGHTS 4 8 CLASSIFIED EMPLOYER-EMPLOYEE RELATIONS COMMITTEE 5 9 DUTY HOURS 5 Work Day 5 Work Week 5 Individual Alternative Work Schedule 6 Rest Periods 6 A Non-Compensated Lunch Period 6 Over-time and Extended Hours Service 6 Extra Hours 7 10 EVALUATION 7 11 VACANT POSITIONS 9 First Consideration 9 Posting of Notice 9 Filing 9 Lateral Transfers/Promotion 9 Scheduled Holidays 10 Holidays on District-Wide Non-Scheduled Work Days 10 Holiday Eligibility 10 Christmas/New Year’s Holiday Eligibility 10 13 LEAVES OF ABSENCE 11 General Provisions 11 Immediate Family 11 Sick Leave 11 Personal Necessity Leave 12 Bereavement Leave 13 Judicial and Official Appearance Leave 13 Jury Duty 13 Court Appearance 13 Maternity/Paternity Leave 13 Maternity Disability 14 Child Rearing Leave 14 Military Leave 14 Industrial Accident and Illness Leave 14 Association Leave 14 14 VACATIONS 15 15 TRAINING 16 16 EMPLOYEE EXPENSES AND PURPOSE MATERIALS 16 Step Increases 16 Call-In Pay Guarantee 16 Call-Back Pay Guarantee 17 Conference Attendance 17 Holiday Pay 17 Overtime Pay 17 Compensatory Time 17 Shift Differential 17 Medical Examination 17 Longevity Pay 18 Professional Development Program 18 Professional Growth Program 18 Enrollment Fee Reimbursement Program 19 Reclassification Process 20 Working Out of Classification 23 18 INSURANCE BENEFITS 23 Active Full-Time Member Insurance Benefits 23 Retiree Health Benefits Program 24 19 SAFETY CONDITIONS 25 20 GRIEVANCE PROCEDURE 26 General Provisions 26 Informal Stage 26 Formal Xxxxx 00 Xxxxx X 00 Xxxxx XX 00 Xxxxx III 27 Failure to meet Time Limits 27 Representation 27 Reasonable Released Time 27 Confidentiality 28 No Reprisal 28 21 CONCLUSION OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS MEET AND SERVICES EXCLUDED FROM THE SCOPE NEGOTIATION 28 22 SAVINGS PROVISION 29 23 TERM AND RENEGOTIATION 29 Term 29 Negotiation of a Successor Agreement 29 RECOMMENDED FOR RATIFICATION 30 RATIFIED 31 APPENDIX A CLASSIFIED SALARY SCHEDULE 00 XXXXXXXX X RECOGNITION RESOLUTION 33 APPENDIX C CATASTROPHIC LEAVE 36 APPENDIX D DISCIPLINE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S A PERMANENT CLASSIFIED EMPLOYEE 00 XXXXXXXX X ACTIVE EMPLOYEE HEALTH INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS PLAN SUMMARY 42 APPENDIX F 65 PLUS RETIREE HEALTH INSURANCE PLAN SUMMARY 43 APPENDIX G PROCEDURES FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION GRANTING SALARY SCHEDULE CREDIT FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS ACADEMIC COURSES AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeINDIVIDUAL INSTRUCTION… 46

TABLE OF CONTENTS. Introduction PAGE PARTIES 1 RECITALS 1 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 101. Definitions 1 “Acquired Indebtedness” 2 “Additional Securities” 2 “Affiliate” 3 “Applicable Procedures” 3 “Asset Sale” 3 “Average Life to Stated Maturity” 3 “Bankruptcy Law” 3 “Board of Directors” 4 “Board Resolution” 4 “Book-Entry Security” 4 “Business Day” 4 “Capital Lease Obligation” 4 “Capital Stock” 4 “Cash Equivalents” 4 “Change of Control” 5 “Clearstream” 5 “Commission” 5 “Commodity Price Protection Agreement” 6 OVERVIEW AND PURPOSE OF THIS CONTRACT “Company” 6 Contract Scope “Company Request” or “Company Order” 6 LOT OVERVIEW “Consolidated Fixed Charge Coverage Ratio” 6 Lot 1 – Software 6 Lot 2 – Hardware “Consolidated Income Tax Expense” 7 Lot 3 – Cloud “Consolidated Interest Expense” 7 “Consolidated Net Income (Loss)” 7 “Consolidated Non-cash Charges” 8 Lot 4 – Implementation Services “Consolidated Tangible Assets” 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT “Consolidation” 8 “Corporate Trust Office” 8 “Currency Hedging Agreements” 8 “Default” 8 “Depositary” 8 “Designated Noncash Consideration” 8 “Designated Senior Indebtedness” 9 SUBSEQUENT PERIODIC RECRUITMENT “Disinterested Director” 9 ESTIMATED SPEND AND QUANTITIES “11% Securities” 9 “Euroclear” 9 “Event of Default” 9 “Exchange Act” 9 “Exchange Offer” 9 “Exchange Offer Registration Statement” 9 “Fair Market Value” 9 “Floor Plan Facility” 9 “Generally Accepted Accounting Principles” or “GAAP” 10 DEFINITIONS “Global Securities” 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS “Guarantee” 10 “Guaranteed Debt” 10 “Guarantor” 10 “Holder” 10 “Indebtedness” 10 “Indenture” 11 “Indenture Obligations” 11 “Initial Purchasers” 11 “Initial Securities” 11 “Interest Payment Date” 11 “Interest Rate Agreements” 11 “Inventory Facility” 12 “Investment” 12 “Issue Date” 12 “Lien” 12 “Manufacturer” 12 “Maturity” 12 “Xxxxx’x” 12 “Mortgage Loan” 13 “Net Cash Proceeds” 13 “Non-U.S. Person” 13 “Officers’ Certificate” 13 “Opinion of Counsel” 14 “Opinion of Independent Counsel” 14 “Outstanding” 14 “Pari Passu Indebtedness” 15 “Paying Agent” 15 “Permitted Holders” 15 “Permitted Investment” 15 “Permitted Junior Payment” 16 CONTRACT TERM “Permitted Guarantor Junior Payment” 16 DOWNSTREAM PROHIBITION “Person” 16 CONTRACTOR’S INSURANCE REQUIREMENTS “Predecessor Security” 16 NEW YORK STATE VENDOR RESPONSIBILITY “Preferred Stock” 16 TAX LAW §5-A “Prospectus” 16 “Purchase Money Obligation” 17 TOLL FREE NUMBER “Qualified Capital Stock” 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope“Redeemable Capital Stock” 17

TABLE OF CONTENTS. Introduction TABLE OF CONTENTS i INSTRUCTIONAL STAFF DIRECTORY 1 ADMINISTRATION, SUPERVISION & SUPPORT PERSONNEL 2 BOARD OF EDUCATION OFFICERS & MEMBERS 2 2020-2021 SCHOOL CALENDAR 3 DAILY SCHEDULE OF CLASS PERIODS 4 ACADEMIC ACHIEVEMENT 5 ACTIVITIES 5 ANNOUNCEMENTS & BULLETIN BOARDS 6 OVERVIEW ATTENDANCE & HOMEWORK REQUESTS 6 BACKPACKS/BOOK BAGS/PURSES 9 BEHAVIORAL EXPECTATIONS 9 BUSING/TRANSPORTATION 10 CANCELLATION OF SCHOOL 12 CHILD CARE 12 CHROMEBOOK USAGE AGREEMENT 12 COLLEGE-TECH SCHOOL VISITATIONS 13 COMPLAINTS 13 CONDUCT AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 COURTESY 13 COUNSELING SERVICES 16 COVID-19 16 DIRECTORY INFORMATION 16 DRESS 17 FAMILY ACCESS 18 FEES, FINES AND CHARGES 18 FIELD TRIPS 19 FIRST AID 19 (Continued on next page) GRADE PLACEMENT 19 GRADUATION REQUIREMENTS 20 HALL PASSES 20 HARASSMENT POLICY 21 HONORS PASS PROGRAM 21 LIBRARY PROCEDURES 22 LOCKERS AND LOCKS 23 LUNCH/BREAKFAST 23 MAJORITY AGE STUDENTS 24 MEDICATION AT SCHOOL 24 MONEY AT SCHOOL 24 MONEY AND ACCOUNTS – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves (information for the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Treasurer of Reseller(san organization) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 24 NON-STATE AGENCIES DISCRIMINATION POLICY AND EQUAL EDUCATION 24 OPTIONS PROGRAMS 25 PHYSICAL EDUCATION 25 PLAGIARISM 25 SCHEDULE CHANGES 26 SCHOOL SAFETY 26 SEMESTER EXAMS 27 SOCIAL REGULATIONS 27 SOLICITATION BY STUDENTS 27 SPECTATOR BEHAVIOR 28 STANDARDIZED TESTING 28 STUDENT PLANNERS 28 TEACHER MAILBOXES 28 TECHNOLOGY USE/CODE OF CONDUCT 29 TEXTBOOK SERVICE 29 THREATS 29 TRAFFIC WITHIN SCHOOL 29 (Continued on next page) COURSES OFFERED OUTSIDE NORMAL CURRICULUM 29 VISITORS TO SCHOOL 29 WEAPONS 30 WORK PERMIT 30 MISCELLANEOUS 30 HOW TO GET HELP WITH A CONCERN 31 STUDENT ACTIVITIES HANDBOOK INTRODUCTION 32 EXTRA CURRICULAR PARTICIPANTS 33 ELIGIBILITY 33 GENERAL RULES FOR PARTICIPATION IN CENTRALIZED CONTRACTS ACTIVITIES 34 CRITERIA FOR HOLDING AN OFFICE IN ANY ACTIVITY 35 WIAA RULES FOR PARTICIPATION IN ATHLETICS 36 ACTIVITY CODE PENALTIES 36 A. ALCOHOL, TOBACCO AND EXTENSION DRUGS VIOLATIONS 36 B. CONDUCT UNBECOMING TO A STUDENT VIOLATIONS 38 C. REPORTING OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 MaintenanceA VIOLATION 39 D. STUDENT SELF DISCLOSURE 39 E. INVESTIGATION PROCESS 40 APPEAL PROCESS 40 BULLYING/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADEHARASSMENT INCIDENT REPORT FORM 41 STUDENT AND ACTIVITY HANDBOOK AGREEMENT FORM 43 INSTRUCTIONAL STAFF DIRECTORY Xxxxxxxxx, Xx. Xxxxxxx Music Xxxxxxxx,Xx. Xxxxx HS/MS Math Xxxxx, Mrs. Xxxxxxxx HS/MS Science Xxxxxx-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUSXxxxx, Xxx. Xxxxxx Xxxxxxxxx Xxxxxxx, Mrs. Xxxxx MS/TAKEHS Business Xxxxxxx, Xx. Xxxxxx HS Resource Xxxxxxx, Mrs. Xxxxxxxxx XXX/MS/HS Resource Xxxxxx, Mrs. Xxxxx HS/XX. Xxx Xx Xxxxxxxx-BACKXxxxxxx, Mrs. Xxxx MS/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEBHS Band Xxxxxx, Xx. Xxxxx XX Xxxx Xxxxxxxxxxxxx, Mr. Xxx Health and Phy Xx Xxxxx, Mrs. Xxxxx MS Science Xxxxx, Mrs. Xxxx Agriculture Xxxxxxxxx, Xx. Xxxx HS Science Xxxxxx, Xxx. Xxxxx MS/HS English Szwet, Mr. Xxxxx 8th Gr./HS Tech Xx Xxxxxx, Mr. Xxxxx MS Social Studies Xxxxxxx, Mrs. Xxxxxxx XX Xxxxxxx Xxxxxx, Mrs. Xxxxxxx XX Xxxxxxx/Triton Coordinator Xxxxxxxx, Mrs. Xxx MS Resource Xxxxxxxx, Ms. Xxxxxx MS/HS Art Xxxxx, Mr. Xxxxx HS Social Studies ADMINISTRATIVE, SUPPORT & DISTRICT STAFF ADMINISTRATION Xxx. Xxxxx Xxxxxx District Administrator PH: 920-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN842-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach 2178 ext. 1042 Xxx. Xxxxxx Xxxx Principal PH: 920-842-2181 ext. 1004 Xxx. Xxxxxxxx Xxxxx Director of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer Special Education/PST/Director of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized UsersCurriculum PH: 920-842-2178 ext. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope1181

TABLE OF CONTENTS. Introduction Contents Pg. # INSTRUCTIONS TO BIDDERS (ITB) 5 Source of Funds 5 Eligible Bidders 5 Eligible Goods and Services 5 Cost of Bidding 5 The Bidding Procedure 5 Content of the Bidding Documents 6 OVERVIEW Clarification of Bidding Documents 6 Amendment of Bidding Documents 7 PREPARATION OF BIDS 7 Language of Bid 7 Documents Comprising of Bid 7 Bid Form and Price Schedule 7 Bid Prices 7 Bid Currencies 8 Documents Establishing bidder's Eligibility and Qualification 8 Bid Security 8 Bid Validity 8 Format and Signing of Bid 9 SUBMISSION OF BID 9 Sealing and Marking of Bid 9 Deadline for Submission of Bid 10 Late Bid 10 Withdrawal of Bid 10 OPENING AND PURPOSE EVALUATION OF THIS BID 10 Opening of Bid 10 Clarification of Bids 11 Preliminary Examination 11 Evaluation & Comparison of Bids 11 Evaluation Criteria 12-14 Performance Guarantee 15 Signing of Contract 15 Contacting the Procuring Agency 15 Qualification and Disqualification of Bidders 15 Rejection of Bids 16 Re-Bidding 16 Announcement of Evaluation Report 16 AWARD OF CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM Acceptance of Bid and Award Criteria 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the Procuring agency’s right to vary quantities at time of award 16 Limitations on Negotiations 16 Notification of Award 17 Termination of the Contract 17 Corrupt and Fraudulent Practices 17 GENERAL CONDITONS OF CONTRACT 18 Authorized User Reserved Rights Definitions 18 LIVING WAGE Application 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Standards 18 Use of Contract Terms Documents and Information 19 Labeling and Packing of the Medicines 19 Delivery of Documents 19 Payment, Prices, Contract Amendments, Penalties/liquidated Damages 19 Governing Languages 20 Applicable Law & Schedule of Requirements 20 Price Schedule 21 Condition for Responding to Authorized User Request for Quote 21 TENDER FORM (FORMAT) 22 PERFORMANCE GUARANTEE (FORMAT) 23 AFFIDAVIT (FORMAT) 24 2 PUNJAB HEALTH FACILITIES MANAGEMENT COMPANY PRIMARY & SECONDARY HEALTHCARE DEPARTMENT GOVERNMENT OF THE PUNJAB INVITATION FOR BIDS FRAMEWORK CONTRACT FOR THE PROCUREMENT OF MEDICINES/SURGICAL DISPOSABLES DAY TO DAY BASIS LOCAL PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE(FY 2019-INSTALLATION SITE VISITS 00 XXX 20) FOR GOVT. XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 MaintenanceXXXXX MEMORIAL HOSPITAL, SODIWAL, LAHORE [ Sealed bids are invited from well reputed & registered firms/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT Authorized distributors/Pharmacies/Medical stores and experienced suppliers registered with Sales Tax (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQFiler) and will allow an Authorized User Income Tax (Filer) departments and involved in the ability business of medicine, for the Framework Contract for the procurement of Medicines / Surgical Disposables (Day to procure within any of the LotsDay Basis Local Purchase) FOR Government Xxxx Xxxxx Xxxxx Memorial Hospital, or across Lots. Contract ScopeSodiwal, Lahore for FY 2019-20 under Punjab Procurement Rules 2014.

TABLE OF CONTENTS. Preface xvii Audience and Prerequisites xvii Which Chapters to Read xviii Typography xviii Chapter 1 Introduction to cXML 17 cXML, an XML Implementation 17 cXML Capabilities 18 Catalogs 18 PunchOut 19 Purchase Orders 21 Types of Applications that Use cXML 22 Procurement Applications 22 Commerce Network Hubs 22 PunchOut Catalogs 23 Order-Receiving Systems 23 Content Delivery Strategy 23 cXML DTDs 24 Getting cXML DTDs 25 Caching DTDs 25 Profile Transaction 26 ProfileRequest 26 ProfileResponse 26 Service Status Response 26 XML Utilities 27 Chapter 2 cXML Basics 29 Protocol Specification 29 Request-Response Model 29 cXML Conventions 31 cXML Document 31 Wrapping Layers 32 Attachments 33 cXML Envelope 38 Special Characters 41 Header 43 Request 47 Response 48 One-Way (Asynchronous) Model 52 Message 53 Transport Options 53 Service Status Response 57 Basic Elements 58 Type Entities 58 Base Elements 59 Chapter 3 Profile Transaction 61 Introduction to the Profile Transaction 61 ProfileRequest 62 ProfileResponse 63 Option Element 64 Transaction 67 Scenarios 67 From Buyer to Supplier 67 From Buyer to the Network 68 From a Network Hub to Supplier 70 From a Network Hub to Service Provider 71 From a Network Hub to Buyer 72 From Service Provider to Buyer 72 Chapter 4 PunchOut Transaction 73 PunchOut Requirements 73 Buying Organizations 73 Suppliers 75 PunchOut Event Sequence 77 Steps 1 & 2: PunchOut Request 77 Step 3: Product Selection 79 Step 4: Check Out 79 Step 5: Transmittal of Purchase Order 81 PunchOut Documents 82 PunchOut Index Catalog 82 PunchOutSetupRequest 84 PunchOutSetupResponse 88 PunchOutOrderMessage 89 Modifications to the Supplier’s Web Pages 91 Launch Page 91 Start Page 95 Order Receiver Page 99 PunchOut Website Suggestions 99 Implementation Guidelines 99 Buyer and Supplier Cookies 100 Personalization 100 PunchOut Transaction 101 Sourcing 102 PunchOutSetupRequest 102 PunchOutSetupResponse 107 PunchOutOrderMessage 108 Direct PunchOut 115 Authentication Methods 115 ProfileResponse 115 Chapter 5 Purchase Orders 117 Purchase Order Process 117 OrderRequest Documents 118 OrderRequestHeader Element 123 ItemOut 141 Response to an OrderRequest 179 Accepting Order Attachments 179 Chapter 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Path Routing 181 Overview of Path Routing 181 Nodes 182 Path Element 183 Router Nodes 183 Copy Nodes 184 Adding Nodes to PunchOutOrderMessage 184 Path Element 185 Credentials 185 Creating OrderRequests 186 Path Element 186 Credentials 186 Other Routable Documents 188 PunchOutSetupRequest 188 ConfirmationRequest and ShipNoticeRequest 188 CopyRequest 189 Chapter 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations 191 Overview of Request for Quotations 191 Quote DTD 191 Request for Quotations Document Sequence 192 Request for Quotations 192 QuoteRequestHeader 192 QuoteItemOut 196 quoteMessage 197 QuoteMessageHeader 197 QuoteItemIn 200 Chapter 8 Payment 201 Overview of Payment 201 PaymentRemittance DTD 202 Payment Document Sequence 202 PaymentProposalRequest 202 PayableInfo 203 PaymentMethod 205 PaymentPartner 206 Contact 210 GrossAmount 210 DiscountAmount 210 AdjustAmount 210 NetAmount 210 Comments 210 PaymentRemittanceRequest 211 PaymentRemittanceRequestHeader 212 PaymentRemittanceSummary 214 RemittanceDetail 215 PaymentRemittanceStatusUpdateRequest 217 DocumentReference 217 PaymentRemittanceStatus 218 Example Payment Documents 219 PaymentProposalRequest Example 219 PaymentRemittanceRequest Example 221 PaymentRemittanceStatusUpdateRequest Example 223 Chapter 9 TimeCard Transaction 225 TimeCard Requests 225 Supplier to Buyer Request 226 Buyer to Supplier Request 226 TimeCard Element 226 OrderInfo 227 Contractor 227 ReportedTime 227 SubmitterInfo 230 ApprovalInfo 230 DocumentReference 230 TimeCard Examples 231 Chapter 10 Master Agreements 235 Overview of Master Agreements 235 MasterAgreementRequest 235 MasterAgreementRequestHeader Element 237 AgreementItemOut Element 238 Chapter 11 Later Status Changes 239 Overview of Status 239 StatusUpdateRequest 240 DocumentReference Element 241 PaymentStatus Element 242 SourcingStatus Element 243 InvoiceStatus Element 244 Extrinsic Element 245 ConfirmationRequest 245 OrderReference Element 247 ConfirmationHeader Element 248 ConfirmationItem Element 255 OrderStatusRequest 260 OrderStatusRequestHeader Element 260 OrderStatusRequestItem Element 262 ShipNoticeRequest 263 ShipNoticeHeader Element 265 Route Element 273 CarrierIdentifier Element 274 ShipmentIdentifier Element 274 PackageIdentification Element 275 ShipNoticePortion Element 275 ShipNoticeItem Element 276 OrderReference Element 282 Chapter 12 Invoices 283 Overview of Invoices 283 Early InvoiceRequest Document 284 Debit and Credit Amounts 284 Shipping Information 284 Types of Invoices 285 Invoice DTD 286 InvoiceDetailRequest 287 InvoiceDetailRequestHeader 288 InvoiceDetailOrder 294 InvoiceDetailHeaderOrder 312 InvoiceDetailSummary 314 Response 317 Invoice Status Update 318 Example Invoices 319 Standard Header Invoice 320 Standard Detail Invoice 323 Service Invoice 327 Marketplace Invoice 333 Chapter 13 Service Sheets 335 Overview of Service Sheets 335 ServiceEntryRequest 336 ServiceEntryRequestHeader Element 337 ServiceEntryOrder Element 339 Service Sheet Status Updates 344 Chapter 14 Catalogs 347 Catalog Definitions 347 Supplier 348 Index 350 Type Definitions 353 TypeProvider 353 Type 354 TypeAttribute 355 PrimitiveType 357 Subscription Management Definitions 357 Supplier Data 358 Supplier Profile Information 362 Catalog Subscriptions 365 Catalog Upload Transaction 369 CatalogUploadRequest 369 Response 374 Chapter 15 Get Pending/Data Download Transaction 377 Introduction to Get Pending/Data Download Transaction 377 GetPendingRequest 378 GetPendingResponse 379 No Documents Waiting 379 Documents Waiting 379 DataRequest 382 DataResponse 383 Chapter 16 Provider PunchOut Transaction 385 Message Flow 386 ProviderSetupRequest Document 386 Header 387 Request 387 Sample 389 ProviderSetupResponse Document 390 Sample 392 ProviderDoneMessage Document 392 Header 392 Message 393 OriginatorCookie 394 ReturnData 394 ReturnValue 394 Sample 395 Chapter 17 Alternative Authentication Methods 397 Message Authentication Code (RFQMAC) 397 Overview of MACs 397 Computation Algorithm 398 Creation and will allow Expiration Dates 398 Computation Process 399 ProfileResponse 401 CredentialMac 401 Auth Transaction 402 AuthRequest 403 AuthResponse 405 Chapter 18 cXML Digital Signatures 407 Digital Signature Overview 407 Options for Signing 408 Signing cXML Documents 408 cXML Digital Signatures 408 Error Status Codes for Digital Signatures 411 Digital Signature Example 412 Appendix A New Features in cXML 1.2.025 415 OrderStatusRequest Document 417 QuoteRequestHeader Element Enhancements 418 SupplierInvitation Element Enhancements 418 QuoteItemOut Element Enhancements 419 QuoteMessage Element Enhancements 419 Tolerances Element Enhancement 419 PostalAddress Element 419 BillFrom Element 420 TaxRegime Element 420 Municipality Element 420 withholdingTaxType Extrinsic 420 InvoiceItemModification Element 421 Total Charges Element 421 TotalAllowances Elements 421 InvoiceHeaderModifications Element 421 Tax Element Enhancement 422 ServiceEntryRequest Document 422 requiresServiceEntry Attribute 422 ServiceEntryRequest documentType 422 ServiceEntryItemReference Element 423 ServiceEntryItemIDInfo 423 SupplierBatchID Element 423 ScheduleLine Element 424 shipNoticeLineNumber Attribute 424 pickUpDate Attribute 424 requestedDeliveryDate Attribute 424 DeliveryPeriod Element 425 IdReference Element Enhancement 425 addressIDDomain Attribute 425 Extrinsic Element 425 ItemOutIndustry Element 426 ItemOutRetail Element 426 ItemDetailIndustry Element 426 ItemDetailRetail Element 426 Packaging Element 427 BuyerPartID Element 427 InvoiceDetailItemIndustry Element 427 InvoiceDetailItemRetail Element 428 InvoiceDetailItemReferenceIndustry Element 428 InvoiceDetailItemReferenceRetail Element 428 Dimension Element Enhancements 429 TermsOfTransport Element 429 Description Element Enhancement 429 ShipNoticeIDInfo Element 430 InvoiceDetailSummaryIndustry Element 430 InvoiceDetailSummaryRetail Element 430 PaymentRemittanceStatus type Attribute Enhancement 430 Index 431 Preface‌ This document describes how to use cXML (commerce eXtensible Markup Language) for communication of data related to electronic commerce. Audience and Prerequisites‌ This document is intended for application developers who design cXML-enabled applications. cXML is an Authorized User open versatile language for the ability transaction requirements of: • Network e-commerce hubs • Electronic product catalogs • PunchOut catalogs • Procurement applications • Buyers • Suppliers • E-commerce service providers Readers should have a working knowledge of e-commerce concepts, the HTTP Internet communication standard, and XML format. This document does not describe how to procure within any use specific procurement applications or commerce network hubs. Which Chapters to Read‌ • E-commerce Business Managers—For an overview of the LotscXML capabilities, or across Lots. Contract Scoperead Chapter 1, “Introduction to cXML.” • Web Programmers—Web programmers who implement e-commerce sites should read all chapters.

TABLE OF CONTENTS. Introduction Article Page 1 Purpose 1 2 Recognition & Scope 1 3 Definitions 1 4 Management Rights 2 5 Discrimination/Harassment 3 6 OVERVIEW AND PURPOSE OF THIS CONTRACT No Strikes or Lockouts 5 7 Union Security 5 8 Union Committee & Representation 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT Health, Safety and Environment 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Grievance and Arbitration Procedure 15 11 Discipline 20 12 Seniority and Service 22 13 Job Posting 26 14 Layoff and Recall 29 15 Leaves of Absence 33 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Hours of Work & Scheduling 40 17 Premium Payment 42 18 Holidays 43 19 Vacation 47 20 Health & Welfare & Insured Benefits 52 21 Part-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 ETime Employee Benefits 54 22 Group RRSP 54 23 Illness Notification and Certificates 55 24 Wages 55 25 Technological Change 58 26 Bulletin Board 58 27 Notice of Address Change 59 28 Changes in Agreement 59 29 Printing of Collective Agreement 59 30 Resident Abuse 59 31 Duration 60 Schedule “A” Wage Grid; Wage & Pay Equity Adjustments 61 Pay Equity Agreement 64 Letter of Understanding re Finnish Facility 65 Letter of Understanding re Group RRSP 67 Letter of Understanding re Holidays: Full-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Time Finlandia Employees/Former Garson Employees 68 Letter of Understanding re Vacation Payout 70 Letter of Understanding re Harassment Policy in Respect of CAW Members 72 Letter of Understanding re Discrimination/Harassment, Human Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports 76 Letter of Understanding re Violence Against Women 78 Letter of Understanding re CMI Results 79 Letter of Understanding re Scheduling Guidelines 80 Letter of Understanding re Shift Preferences 83 Letter of Understanding re Dietary Department 84 Letter of Understanding re Xxxx Positions 86 Letter of Understanding re Activity Aide (Certified): Restorative Care (Certified) 87 Letter of Understanding re Sick Leave Plan for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Full-Time Employees with Frozen Sick Leave Banks 88 Letter of Reseller(s) Participation 21 Designation Understanding re Workfare Programs 89 Letter of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Understanding re Working Supervisors 90 Letter of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support Understanding re Smoking 91 Letter of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach Understanding re Nursing Department Unit Assignments Letter of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer Understanding re Awareness of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeWomen’s Issues 92 94

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot Chapter 1 – Software Introduction 1 Purpose of the Evaluation 2 Evaluation Questions 3 Stakeholders 3 Logic Model 4 Figure 1: GHBS Logic Model 6 Lot Chapter II – Literature Review 7 Introduction 7 History of Public Health Surveillance 7 Modernization of Public Health Surveillance 8 HIV/AIDS Surveillance in the United States 9 CDC’s First Launch of a Surveillance Project Similar to GHBS 12 Comparison of Similar Surveillance Projects 13 Summary 15 Chapter III – Methodology 16 Introduction 16 Evaluation Design 16 Procedures 18 Instruments 19 Data Analysis 19 Chapter IV – Results 22 Introduction 22 Evaluation Question # 1 22 Findings 22 Data Source 22 Summary 23 Evaluation Question # 2 23 Findings 24 Data Source 24 Summary 24 Thematic Analysis 25 Cost 25 Representation 25 Dissemination 26 Evaluation Question # 3 26 Findings 26 Data Source 27 Quantitative Results 27 Evaluation Question # 4 27 Findings 27 Data Source 27 Evaluation Question # 5 27 Figure 2 – Hardware 7 Lot Response Rate: Awareness of GHBS System 29 Figure 3 – Cloud 8 Lot 4 Response Rate: Awareness & Use of GHBS Data 29 Data Source 30 Table 1 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer Descriptive Statistics of Data at end Collected from Electronic Survey 30 CDC Conceptual Framework for Surveillance Systems 35 Does the GHBS System meet CDC Standards for a Reliable Surveillance System 35 Sensitivity 35 Representativeness 36 Timeliness 38 Table 2 – IDU Cycle III Interim Progress Report 38 Stability 42 Chapter V – Discussion 44 Introduction 44 Summary of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return Study 44 Recommendations 45 Recommendations from GHBS & Evaluator 45 Representativeness 45 Costs 46 Dissemination of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY 46 Limitations 47 Conclusions 48 APPENDIX A – Frequency Tables 00 XXXXXXXX X – Interview Guide: Qualitative Data Source 54 APPENDIX C – Knowledge Based Questions: Quantitative Data Source 56 APPENDIX D – Institutional Review Board (BC/DRIRB) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 Approvals 00 XXXXXXXX X – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeInformed Consent Form: Key Informant Interviews 61 APPENDIX F – Informed Consent Form: Electronic Survey 63 REFERNCES 65 CHAPTER I

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 SUBPART A. General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION CLAUSE 1. EFFECTIVE DATE 3 CLAUSE 2. BUDGET PERIOD/PERIOD OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 3 CLAUSE 3. COMPLIANCE WITH FEDERAL, STATE STATE, AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE MUNICIPAL LAW 3 CLAUSE 4. INCONSISTENCY WITH FEDERAL LAW 3 CLAUSE 5. ORDER OF PRECEDENCE 3 CLAUSE 6. FEDERAL STEWARDSHIP AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT SUBSTANTIAL INVOLVEMENT 4 CLAUSE 7. NEPA REQUIREMENTS 6 CLAUSE 8. PERFORMANCE OF WORK IN UNITED STATES 7 CLAUSE 9. EQUIPMENT PURCHASES 7 CLAUSE 10. LOBBYING 8 CLAUSE 11. EXPORT CONTROLS 8 CLAUSE 12. PUBLICATIONS 8 CLAUSE 13. NO-COST EXTENSION 9 CLAUSE 14. PROPERTY – IMPLEMENTATION SPECIFIC TERMS SUPPLIES AND CONDITIONS 41 REQUEST FOR QUOTATION EQUIPMENT 9 CLAUSE 15. RECORD RETENTION 10 CLAUSE 16. AUDITS 10 CLAUSE 17. CLAIMS, DISPUTES, AND APPEALS 11 SUBPART B. Financial Provisions 12 CLAUSE 18. MAXIMUM OBLIGATION 12 CLAUSE 19. COST SHARING 12 CLAUSE 20. REFUND OBLIGATION 13 CLAUSE 21. ALLOWABLE COSTS 13 CLAUSE 22. INDIRECT COSTS 14 CLAUSE 23. PRE-AWARD COSTS 15 CLAUSE 24. PATENT COSTS 15 CLAUSE 25. PAYMENT PROCEDURES 16 CLAUSE 26. BUDGET CHANGES 19 SUBPART C. Miscellaneous Provisions 20 CLAUSE 27. RESERVED 20 CLAUSE 28. RESERVED 20 CLAUSE 29. RESERVED 20 CLAUSE 30. RESERVED 20 CLAUSE 31. RESERVED 20 APPENDIX A: 21 APPENDIX B: 25 Subpart A. General Provisions EFFECTIVE DATE The effective date of this Award is stated in Block 27 of the Cover Page (RFQAssistance Agreement Form). BUDGET PERIOD/PERIOD OF PERFORMANCE The budget period and period of performance are stated in Block 7 of the Cover Page (Assistance Agreement Form) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials to this Award. COMPLIANCE WITH FEDERAL, STATE, AND MUNICIPAL LAW The Prime Recipient is required to comply with applicable Federal, state, and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing local laws and managing centralized Contracts regulations for all New York State Authorized Userswork performed under this Award. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User The Prime Recipient is required to procure from specific Lots for Softwareobtain all necessary Federal, Hardware, Cloudstate, and Implementation services. The procurements shall be competitive at the transactional level via Request local permits, authorizations, and approvals for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scopeall work performed under this Award.

TABLE OF CONTENTS. Introduction 6 OVERVIEW SUMMARY TERM SHEET 1 The CRH Meeting 1 Parties to the Arrangement Agreement 2 The Arrangement 2 CRH Board and Special Committee Recommendations 2 Opinion of the Company’s Financial Advisor 3 Interests of the Company’s Directors and Executive Officers in the Arrangement 4 Regulatory Approvals 4 Financing of the Arrangement 4 Material U.S. Federal Income Tax Consequences 4 Material Canadian Federal Income Tax Consequences 4 The Arrangement Agreement 5 Dissent Rights 8 Market Price of CRH Shares 8 QUESTIONS AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS ANSWERS ABOUT THE CRH MEETING AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT ARRANGEMENT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 14 THE CRH MEETING 16 CONTRACT TERM Date, Time and Place of the CRH Meeting 16 DOWNSTREAM PROHIBITION Proposals to be Considered at the CRH Meeting 16 CONTRACTOR’S INSURANCE REQUIREMENTS Record Date 16 NEW YORK STATE VENDOR RESPONSIBILITY Voting Rights; Quorum 16 TAX LAW §5Vote Required for Approval 16 Broker Non-A Votes 17 TOLL FREE NUMBER Voting by CRH Directors and Officers 17 DESIGNATED PERSONNEL Voting Procedures 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves Revocation of Proxies 19 Rights of Shareholders Who Wish to Dissent 19 Solicitation of Proxies 19 Appointment of Proxyholder 20 Instructing your Proxyholder and Exercise of Discretion by your Proxyholder 20 Attending the right CRH Meeting 20 Other Business 22 Questions and Additional Information 22 Availability of Documents 22 THE PROPOSALS 23 Item 1. The Arrangement Resolution 23 Item 2. The Compensation Proposal 23 THE PARTIES TO THE ARRANGEMENT 25 CRH Medical Corporation 25 WELL Health Technologies Inc. 25 WELL Health Acquisition Corp. 25 1286392 B.C. Ltd. 26 THE ARRANGEMENT 27 General Description of the Arrangement 27 Background to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports the Arrangement 27 Reasons for Authorized User 20 Service Reports the Arrangement; Recommendation of the CRH Board 34 Certain Unaudited Prospective Financial Information 39 Opinion of the Company’s Financial Advisor 44 Interests of the Company’s Directors and Executive Officers in the Arrangement 51 Golden Parachute Compensation 55 Certain Other Compensation Matters 56 Certain Effects of the Arrangement 57 Effects on the Company if the Arrangement is Not Completed 57 Court Approval of the Arrangement 57 U.S. Securities Law Matters 58 Canadian Securities Law Matters 59 Regulatory Approvals 61 Financing of the Arrangement 62 Voting Agreements 64 Material U.S. Federal Income Tax Consequences 65 Material Canadian Federal Income Tax Consequences 68 Certain Relationships Between WELL and CRH 71 Accounting Treatment 71 THE ARRANGEMENT AGREEMENT 72 Explanatory Note Regarding the Arrangement Agreement 72 The Arrangement 72 Amalgamation of Xxxxx and The Purchaser 73 Share Consideration 73 Payment for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 CRH Shares 73 Treatment of CRH Equity Awards 74 Representations and Warranties 75 Conduct of Business Pending the Arrangement 78 Cooperation; Efforts to Complete the Arrangement 80 Financing Covenants 81 Governmental Approvals 82 Restrictions on Solicitations of Other Offers 83 Change of CRH Board Recommendation; Termination in Connection with a Superior Proposal 86 CRH Meeting Covenants 88 Tax Act Covenant 88 Guarantee by WELL 88 Notice of Certain Events 88 Indemnification and Insurance 89 Other Covenants of CRH and the WELL Parties 89 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or the Arrangement 90 Termination of Services 39 SECURE the Arrangement Agreement 91 Termination Fees 93 Amendment, Extension and Waiver 93 Injunctive Relief and Specific Performance 94 Governing Law; Waiver of Jury Trial 94 DISSENT RIGHTS 95 MARKET PRICE AND DIVIDEND DATA DISPOSAL 39 ACCESS TO 98 Market Price of CRH Shares 98 Dividends 98 SECURITY LOGS OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible MANAGEMENT 99 OTHER MATTERS 101 Other Matters for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive Action at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any CRH Meeting 101 Future Shareholder Proposals 101 Householding of CRH Meeting Materials 101 Interest of Informed Persons in Material Transactions 101 Auditor of the Lots, or across LotsCompany 101 WHERE YOU CAN FIND MORE INFORMATION 102 APPROVAL OF DIRECTORS 103 ANNEX A ARRANGEMENT RESOLUTION A-1 ANNEX B ARRANGEMENT AGREEMENT (WITH AMENDING AGREEMENT) . Contract Scope. . . . . . . . . . . . . . . B-1 ANNEX C PLAN OF ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1 ANNEX D FORM OF VOTING AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1 ANNEX E OPINION OF CANACCORD GENUITY LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1 ANNEX F DISSENT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1 ANNEX G INTERIM ORDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1 ANNEX H NOTICE OF HEARING OF PETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . H-1 ANNEX I INFORMATION CONCERNING WELL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1

TABLE OF CONTENTS. Introduction Page 1. Purchase and Sale; Membership Interests. 4 2. Deposit; Purchase Price; Inspection Period. 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §3. Closing 11 4. Condition of Title. 11 5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 . Right to RefuseExclude Parcels. 14 6. Interim Operating Covenants 16 7. Apportionments 20 8. Closing Costs 23 9. Municipal Violations/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Notices 24 10. Seller’s Representations 24 11. Buyer Representations 32 12. Conditions Precedent to Closing 34 13. Deliveries at Closing; Mechanics of Closing 36 14. Default 39 15. Notices; Computation of Periods 40 16. Fire or Other Casualty 42 17. Condemnation 42 18. Assignability 43 19. Inspections 43 20. Brokers 46 21. Condition of Property 46 22. Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance of Provisions; Indemnification. 51 23. Miscellaneous 53 24. Sophistication of the Parties 54 25. Limited Liability 55 26. Joint and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED Several Obligations 55 27. Enforcement 55 28. Force Majeure 55 29. Schedules and Exhibits 55 LIST OF EXHIBITS EXHIBIT A CHART SHOWING ACQUIRED COMPANIES EXHIBIT B LIST OF PROPERTIES EXHIBIT C LIST OF EXISTING LEASES EXHIBIT D LIST OF EXISTING LOANS EXHIBIT E ESCROW AGREEMENT EXHIBIT F ALLOCATION OF PURCHASE PRICE EXHIBIT G CLOSING COST ALLOCATIONS EXHIBIT H REQUIRED CONSENTS EXHIBIT I LIST OF PENDING LITIGATION EXHIBIT J LIST OF TENANT CHARGE ARREARAGES EXHIBIT K RENT ROLL EXHIBIT L-1 LIST OF EXISTING CONTRACTS EXHIBIT L-2 LIST OF MANAGEMENT AGREEMENTS EXHIBIT M CLAIMS AGAINST TITLE POLICY EXHIBIT N CONSTRUCTION PROJECTS EXHIBIT O LIST OF INSURANCE POLICIES EXHIBIT P LIST OF INDEBTEDNESS EXHIBIT Q LIST OF OUTSTANDING HOA FEES AND EXTENSION HAP PAYMENTS EXHIBIT R LIST OF USE 24 EXPIRATION PARCELS SUBJECT TO AN HOA EXHIBIT S FORM OF CONTRACT; SURVIVAL ASSIGNMENT OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE MEMBERSHIP INTERESTS EXHIBIT T FORM OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT ESCROW HOLDBACK AGREEMENT EXHIBIT U FIRPTA CERTIFICATION EXHIBIT V ENVIRONMENTAL MATTERS AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTERESTS THIS AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTERESTS (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSthis “Agreement”), New York State Procurement dated as of October 19, 2020 (the “Effective Date”), is responsible for developing entered into by and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology among each of the sellers set forth on the signature pages attached hereto (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwarecollectively, Hardware, Cloud“Seller”), and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations Vinebrook Homes Trust, Inc., a Delaware corporation (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope“Buyer”).

TABLE OF CONTENTS. Introduction Contents Pg. # INSTRUCTIONS TO BIDDERS (ITB) 5 Source of Funds 5 Eligible Bidders 5 Eligible Goods and Services 5 Cost of Bidding 5 The Bidding Procedure 5 Content of the Bidding Documents 6 OVERVIEW Clarification of Bidding Documents 6 Amendment of Bidding Documents 7 PREPARATION OF BIDS 7 Language of Bid 7 Documents Comprising of Bid 7 Bid Form and Price Schedule 7 Bid Prices 7 Bid Currencies 8 Documents Establishing bidder's Eligibility and Qualification 8 Bid Security 8 Bid Validity 8 Format and Signing of Bid 9 SUBMISSION OF BID 9 Sealing and Marking of Bid 9 Deadline for Submission of Bid 10 Late Bid 10 Withdrawal of Bid 10 OPENING AND PURPOSE EVALUATION OF THIS BID 10 Opening of Bid 10 Clarification of Bids 11 Preliminary Examination 11 Evaluation & Comparison of Bids 11 Evaluation Criteria 12-14 Performance Guarantee 15 Signing of Contract 15 Contacting the Procuring Agency 15 Qualification and Disqualification of Bidders 15 Rejection of Bids 16 Re-Bidding 16 Announcement of Evaluation Report 16 AWARD OF CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM Acceptance of Bid and Award Criteria 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the Procuring agency’s right to vary quantities at time of award 16 Limitations on Negotiations 16 Notification of Award 17 Termination of the Contract 17 Corrupt and Fraudulent Practices 17 GENERAL CONDITONS OF CONTRACT 18 Authorized User Reserved Rights Definitions 18 LIVING WAGE Application 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Standards 18 Use of Contract Terms Documents and Information 19 Labeling and Packing of the Medicines 19 Delivery of Documents 19 Payment, Prices, Contract Amendments, Penalties/liquidated Damages 19 Governing Languages 20 Applicable Law & Schedule of Requirements 20 Price Schedule 21 Condition for Responding to TENDER FORM (FORMAT) 22 PERFORMANCE GUARANTEE (FORMAT) 23 AFFIDAVIT (FORMAT) 24 Regional Office Punjab Health Facilities Management Company (South) Multan PUNJAB HEALTH FACILITIES MANAGEMENT COMPANY PRIMARY & SECONDARY HEALTHCARE DEPARTMENT GOVERNMENT OF THE PUNJAB INVITATION FOR BIDS Framework Contract of RAPID DIAGNOSTIC KITS, LABORATORY CHEMICALS, X-RAY FILMS & X-RAY FILMS FIXER & DEVELOPER FOR MHUs PHFMC South Region [ Sealed bids are invited from well reputed & registered firms/Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance distributors /Pharmacies /Medical stores and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT experienced suppliers registered with Sales Tax (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQFiler) and will allow an Authorized User Income Tax (Filer) departments and involved in the ability to procure within any business of medicine, for the Lotsframework contract for the procurement of rapid diagnostic kits, or across Lots. Contract Scopelaboratory chemicals, x-ray films & x- ray films fixer & developer for MHUs of PHFMC south region for financial year 2018-19 under Punjab Procurement Rules 2014.

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX 23 NEW YORK STATE STATEWIDE FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope

TABLE OF CONTENTS. Introduction SECTION 1 - SPECIFICATIONS 5 SECTION 2 - DEFINITIONS 5 Account Value 5 Administrative Charges 5 Annuitant 5 Annuity Commencement Date 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Beneficiary 6 Business Day 6 Code 6 Commuted Value 6 Contract Scope 6 LOT OVERVIEW Current Rate of Interest 6 Lot 1 – Software Date of Issue 6 Lot 2 – Hardware Effective Date 6 Guaranteed Rate of Interest 6 Home Office 6 Interest Accumulation Account 6 Investment Fund 6 Notice 7 Lot Owner 7 Separate Account 7 Surviving Spouse 7 Underlying Investment Company 7 United States Bank 7 Valid Transaction Date 7 Valuation Day 7 Valuation Period 7 SECTION 3 – Cloud - CONTRIBUTIONS 7 Contributions 7 Allocation of Contributions 7 Change of Allocations 8 Lot SECTION 4 – Implementation Services - ACCOUNTS 8 PRODUCTS Accounts 8 General Account 8 Separate Account 8 Account Value 8 Accumulation Units 8 Accumulation Unit Value 8 Accumulation Unit Value Change Factor 9 Changes to Separate Account 9 SECTION 5 - WITHDRAWALS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT TRANSFERS 9 SUBSEQUENT PERIODIC RECRUITMENT Withdrawals and Transfers 9 ESTIMATED SPEND AND QUANTITIES Amount of Withdrawal or Transfer 10 DEFINITIONS Requests for Withdrawal or Transfer 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Postponement of Withdrawals or Transfers 10 SECTION 6 - BENEFITS 10 Annuity Benefit 10 Amount of Annuity Benefit 10 Annuity Options 10 Specified Payments Option 11 Death Benefit 12 Spousal Continuation 12 Death Benefit Settlement Options 12 Distribution Rules 13 SECTION 7 - BENEFICIARY 14 SECTION 8 - GENERAL PROVISIONS 14 Contract 14 Incontestability 14 3 Misstatements of Age 14 Assignment 15 Adjustments to Current Rate and Expense Charges 15 Evidence of Survival 15 Claims of Creditors 15 Separability of Provisions 15 Non-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Waiver 15 Participating Contract 15 Dividends 15 Termination of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS 15 Notices 16 Reports 16 SECTION - 9 TABLE OF RATES 16 SECTION 10 - LIST OF ACCOUNTS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeFUNDS 17

TABLE OF CONTENTS. Introduction ARTICLE PAGE NUMBER 1 BARGAINING AGENCY 6 OVERVIEW 2 DEFINITION OF EMPLOYEE 6 3 MANAGEMENT 7 4 WORKING CONDITIONS 7 5 HOURS OF WORK, Shift Premiums, etc. 8 6 OVERTIME 9 7 CALL TIME 10 8,9 WAGES 11 10 TRAVEL TIME 11 11 PREPARATION TIME 12 12 LAYOVER TIME 12 13 TEMPORARY TRANSFER 12 14 PERMANENT TRANSFER 14 15 STATUTORY HOLIDAYS 15 16 VACATIONS 16 17 INSURANCE COVERAGE 19 TRAVEL ACCIDENT 19 GROUP LIFE & A.D. & D 19 TOOL INSURANCE & TOOL ALLOWANCE 19 18 MEDICAL AND PURPOSE DENTAL COVERAGE 20 19 INCOME CONTINUANCE COVERAGE 21 20 SICK LEAVE 00 00 XXXXXXXXXXX XXXXX 00 00 JURY DUTY 23 23 UNION NOTICES AND SHOP STEWARDS 23 24 MOONLIGHTING 24 25 GENERAL PROVISIONS 24 BUILDING TRADES UNIONS 24 ARCTIC PARKAS 24 COTTON GLOVES 24 COVERALLS AND SMOCKS 24 COLD WEATHER 25 CUSTOMER ASSISTED REPAIR 25 FIRST AID 26 LUNCH ROOM 26 COMPANY OWNED TOOLS 26 HARD HATS & RAIN JACKETS 26 SAFETY GLASSES 26 SAFETY SHOES 26 WELDING GLOVES 27 TRAINING SESSIONS 27 WASHROOMS 27 26 SENIORITY 27 27 SEVERANCE 29 28 GRIEVANCES AND COMPLAINTS 30 29 ARBITRATION 31 30 DEFINITIONS OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS CLASSIFICATIONS 32 31 APPRENTICES 35 32 SAVINGS CLAUSES 36 33 TECHNOLOGICAL OR PROCEDURAL CHANGES 37 34 DURATION OF AGREEMENT 38 SCHEDULES "A" WAGES AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING CLASSIFICATIONS - MECHANICAL DEPARTMENT 39 "B" WAGE RATES FOR APPRENTICES - PUBLIC WORKS MECHANICAL 41 "C" WAGES AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE CLASSIFICATIONS - PARTS DEPARTMENT 42 "D" WAGES - OIL LAB 45 “E” WAGES - TOOL LAB 46 “F” WAGES - FILTER CLEANING 47 "G" TUESDAY TO SATURDAY WORK WEEK 48 LETTERS OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION UNDERSTANDING LETTER OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(sUNDERSTANDING #1 - PENSION PLAN 49 LETTER OF UNDERSTANDING #2 - TEN (10) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION HOUR SHIFTS 50 LETTER OF USE 24 EXPIRATION UNDERSTANDING #3 - BACKPACK RESPIRATOR 52 LETTER OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot UNDERSTANDING #4 - Implementation 24 MaintenanceJOINT SELECTION COMMITTEE 53 LETTER OF UNDERSTANDING #5 - SERVICE CHARGEHAND 54 LETTER OF UNDERSTANDING #6 - PENSION COMMITTEE 55 LETTER OF UNDERSTANDING #7 - BENEFITS PROGRAM 56 LETTER OF UNDERSTANDING #8 - TRAINING & DEVELOPMENT 57 LETTER OF UNDERSTANDING #9 - FIRST AID TICKETS AND TRAINING 59 LETTER OF UNDERSTANDING #10 - UNION/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE COMPANY EMPLOYEE RETENTION 60 LETTER OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT UNDERSTANDING #11 - BANKING OF OVERTIME HOURS 63 LETTER OF UNDERSTANDING #12 - JOINT SAFETY COMMITTEE 65 LETTER OF UNDERSTANDING #13 - BRIDGING OF BENEFIT PAYMENTS 66 LETTER OF UNDERSTANDING #14 – STUDENTS 67 LETTER OF UNDERSTANDING #15 – MODIFIED SHIFTS 68 LETTER OF UNDERSTANDING #16 – SENIORITY DURING CHANGE OF DEPARTMENT 69 LETTER OF UNDERSTANDING #17 – APPRENTICESHIP 70 LETTER OF UNDERSTANDING #18 – TRANSFER FROM ISOLATED BRANCHES 72 LETTER OF UNDERSTANDING #19 – PENSION COMMITTEE 73 COLLECTIVE AGREEMENT BETWEEN: FINNING (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSCANADA), New York State Procurement is responsible for developing A DIVISION OF FINNING INTERNATIONAL INC. (hereinafter called "the Company") OF THE FIRST PART AND: INTERNATIONAL ASSOCIATION OF MACHINISTS & AEROSPACE WORKERS, VANCOUVER LODGE #692 (hereinafter called "the Union") OF THE SECOND PART THIS AGREEMENT entered into this 15th day of April, 2003 to and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwareincluding the 14th day of April, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope2006.

TABLE OF CONTENTS. Introduction Federal Program Guidance 1 Information Bulletins 1 Grant Management Memorandums 1 Purpose of this Subaward & Guidance 1 Eligible Subaward Subrecipients 1 Subrecipients / Pass-Through Entities 1 Performance Period 1 Match Requirements 2 Allocations and Methodology 2 Excess Funds 2 Indirect Costs 2 Conflict of Interest 2 Subaward Timelines / Key Dates 3 WHAT’S NEW? 4 EMPG Program Emphasis 4 Applicant Responsibilities 5 Application Documents 5 Optional Application Components 6 OVERVIEW AND PURPOSE OF THIS CONTRACT GOVERNING BODY RESOLUTION (GBR) 6 Contract Scope Addendum to Governing Body Resolution 6 LOT OVERVIEW Official Written Correspondence 6 Lot 1 – Software Sole Source Procurement 6 Lot 2 – Hardware Subaward Assurances and Certifications 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 NIMS Adoption 7 Application Due Date 20 SERVICE REPORTS 7 Application Submittal 8 EMPG Program Specialists 8 Mailing Address 8 Approval of Application 8 Additional Funds 8 Applicable Laws & Regulations 9 Environmental Planning and Historic Preservation (EHP) Compliance 9 Federally Mandated Objective Information 10 Extension Requests 10 Validating Capabilities Objective: Develop and Maintain Multi-Year TEPs 11 Validating Capabilities Objective: Exercise 11 Validating Capabilities Objective: Training 12 Training Feedback number 13 Subcontracts 13 SYSTEM FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(sAWARD MANAGEMENT (XXX) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, 13 Maintenance and Support 23 PRESustainment 13 Unallowable Costs 14 Supplanting 14 Accessibility of Records 14 Reimbursement of Eligible Costs 14 Subaward Modifications 14 Performance Reports 15 Closeout 15 Records Retention 15 Final Subaward Report 15 Audit Requirements 15 Monitoring Subaward Performance 15 SUBAWARD-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX RELATED DOCUMENTS:1 • FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS MANAGEMENT FORMS WORKBOOK (FMFW) – (REQUIRED) • GOVERNING BODY RESOLUTION (GBR) & ADDENDUM TO GBR – (REQUIRED) • SUBAWARD ASSURANCES AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT CERTIFICATIONS – (ADAREQUIRED) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER • FY2015 EMPG APPLICATION CHECKLIST – (REQUIRED) • INDIRECT COST RATE NEGOTIATION AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 – (REQUIRED IF APPLICABLE) • EXCESS FUNDS STATEMENT FORM – (OPTIONAL) • ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN PROJECT USING EXCESS FUNDS FORM – (OPTIONAL) • ADDITIONAL PROJECT USING EXCESS FUNDS DETAILED BUDGET FORM – (OPTIONAL) • HOW TO SUBMIT AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED EMPG MODIFICATION REQUEST – (INSTRUCTIONAL) • HOW TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVELSUBMIT AN EMPG REIMBURSEMENT REQUEST – (INSTRUCTIONAL) 1 All documents can be located on the Cal OES website at: xxxx://xxx.xxxxxx.xx.xxx/GrantsManagementSite/Pages/Emergency- Management-Performance-Grant.aspx Federal Program Guidance The U.S. Department of Homeland Security (DHS) published the Fiscal Year (FY) 2015 Emergency Management Performance Grant (EMPG) Program, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Notice of Funding Opportunity (EEONOFO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATAon March 25, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP2015.2 Information Bulletins DHS issues Information Bulletins that provide updates, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudclarification, and Implementation services. The procurements shall be competitive at requirements throughout the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any life of the Lots, or across Lots. Contract Scopegrant.3

TABLE OF CONTENTS. Preface xvii Audience and Prerequisites xvii Which Chapters to Read xviii Typography xviii Chapter 1 Introduction to cXML 17 cXML, an XML Implementation 17 cXML Capabilities 18 Catalogs 18 PunchOut 19 Purchase Orders 21 Types of Applications that Use cXML 22 Procurement Applications 22 Commerce Network Hubs 22 PunchOut Catalogs 23 Order-Receiving Systems 23 Content Delivery Strategy 23 cXML DTDs 24 Getting cXML DTDs 25 Caching DTDs 25 Profile Transaction 26 ProfileRequest 26 ProfileResponse 26 Service Status Response 26 XML Utilities 27 Chapter 2 cXML Basics 29 Protocol Specification 29 Request-Response Model 29 cXML Conventions 31 cXML Document 31 Wrapping Layers 32 Attachments 33 cXML Envelope 38 Special Characters 41 Header 43 Request 47 Response 48 One-Way (Asynchronous) Model 52 Message 53 Transport Options 53 Service Status Response 57 Basic Elements 58 Type Entities 58 Base Elements 59 Chapter 3 Profile Transaction 61 Introduction to the Profile Transaction 61 ProfileRequest 62 ProfileResponse 63 Option Element 64 Transaction 67 Scenarios 67 From Buyer to Supplier 67 From Buyer to the Network 68 From a Network Hub to Supplier 70 From a Network Hub to Service Provider 71 From a Network Hub to Buyer 72 From Service Provider to Buyer 72 Chapter 4 PunchOut Transaction 73 PunchOut Requirements 73 Buying Organizations 73 Suppliers 75 PunchOut Event Sequence 77 Steps 1 & 2: PunchOut Request 77 Step 3: Product Selection 79 Step 4: Check Out 79 Step 5: Transmittal of Purchase Order 81 PunchOut Documents 82 PunchOut Index Catalog 82 PunchOutSetupRequest 84 PunchOutSetupResponse 88 PunchOutOrderMessage 89 Modifications to the Supplier’s Web Pages 91 Launch Page 91 Start Page 95 Order Receiver Page 99 PunchOut Website Suggestions 99 Implementation Guidelines 99 Buyer and Supplier Cookies 100 Personalization 100 PunchOut Transaction 101 Sourcing 102 PunchOutSetupRequest 102 PunchOutSetupResponse 107 PunchOutOrderMessage 108 Direct PunchOut 115 Authentication Methods 115 ProfileResponse 115 Chapter 5 Purchase Orders 117 Purchase Order Process 117 OrderRequest Documents 118 OrderRequestHeader Element 123 ItemOut 141 Response to an OrderRequest 179 Accepting Order Attachments 179 Chapter 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Path Routing 181 Overview of Path Routing 181 Nodes 182 Path Element 183 Router Nodes 183 Copy Nodes 184 Adding Nodes to PunchOutOrderMessage 184 Path Element 185 Credentials 185 Creating OrderRequests 186 Path Element 186 Credentials 186 Other Routable Documents 188 PunchOutSetupRequest 188 ConfirmationRequest and ShipNoticeRequest 188 CopyRequest 189 Chapter 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations 191 Overview of Request for Quotations 191 Quote DTD 191 Request for Quotations Document Sequence 192 Request for Quotations 192 QuoteRequestHeader 192 QuoteItemOut 196 quoteMessage 197 QuoteMessageHeader 197 QuoteItemIn 200 Chapter 8 Payment 201 Overview of Payment 201 PaymentRemittance DTD 202 Payment Document Sequence 202 PaymentProposalRequest 202 PayableInfo 203 PaymentMethod 205 PaymentPartner 206 Contact 210 GrossAmount 210 DiscountAmount 210 AdjustAmount 210 NetAmount 210 Comments 210 PaymentRemittanceRequest 211 PaymentRemittanceRequestHeader 212 PaymentRemittanceSummary 214 RemittanceDetail 215 PaymentRemittanceStatusUpdateRequest 217 DocumentReference 217 PaymentRemittanceStatus 218 Example Payment Documents 219 PaymentProposalRequest Example 219 PaymentRemittanceRequest Example 221 PaymentRemittanceStatusUpdateRequest Example 223 Chapter 9 TimeCard Transaction 225 TimeCard Requests 225 Supplier to Buyer Request 226 Buyer to Supplier Request 226 TimeCard Element 226 OrderInfo 227 Contractor 227 ReportedTime 227 SubmitterInfo 230 ApprovalInfo 230 DocumentReference 230 TimeCard Examples 231 Chapter 10 Master Agreements 235 Overview of Master Agreements 235 MasterAgreementRequest 235 MasterAgreementRequestHeader Element 237 AgreementItemOut Element 238 Chapter 11 Later Status Changes 239 Overview of Status 239 StatusUpdateRequest 240 DocumentReference Element 241 PaymentStatus Element 242 SourcingStatus Element 243 InvoiceStatus Element 244 Extrinsic Element 245 ConfirmationRequest 245 OrderReference Element 247 ConfirmationHeader Element 248 ConfirmationItem Element 255 OrderStatusRequest 260 OrderStatusRequestHeader Element 260 OrderStatusRequestItem Element 262 ShipNoticeRequest 263 ShipNoticeHeader Element 265 Route Element 273 CarrierIdentifier Element 274 ShipmentIdentifier Element 274 PackageIdentification Element 275 ShipNoticePortion Element 275 ShipNoticeItem Element 276 OrderReference Element 282 Chapter 12 Invoices 283 Overview of Invoices 283 Early InvoiceRequest Document 284 Debit and Credit Amounts 284 Shipping Information 284 Types of Invoices 285 Invoice DTD 286 InvoiceDetailRequest 287 InvoiceDetailRequestHeader 288 InvoiceDetailOrder 294 InvoiceDetailHeaderOrder 312 InvoiceDetailSummary 314 Response 317 Invoice Status Update 318 Example Invoices 319 Standard Header Invoice 320 Standard Detail Invoice 323 Service Invoice 327 Marketplace Invoice 333 Chapter 13 Service Sheets 335 Overview of Service Sheets 335 ServiceEntryRequest 336 ServiceEntryRequestHeader Element 337 ServiceEntryOrder Element 339 Service Sheet Status Updates 344 Chapter 14 Catalogs 347 Catalog Definitions 347 Supplier 348 Index 350 Type Definitions 353 TypeProvider 353 Type 354 TypeAttribute 355 PrimitiveType 357 Subscription Management Definitions 357 Supplier Data 358 Supplier Profile Information 362 Catalog Subscriptions 365 Catalog Upload Transaction 369 CatalogUploadRequest 369 Response 374 Chapter 15 Get Pending/Data Download Transaction 377 Introduction to Get Pending/Data Download Transaction 377 GetPendingRequest 378 GetPendingResponse 379 No Documents Waiting 379 Documents Waiting 379 DataRequest 382 DataResponse 383 Chapter 16 Provider PunchOut Transaction 385 Message Flow 386 ProviderSetupRequest Document 386 Header 387 Request 387 Sample 389 ProviderSetupResponse Document 390 Sample 392 ProviderDoneMessage Document 392 Header 392 Message 393 OriginatorCookie 394 ReturnData 394 ReturnValue 394 Sample 395 Chapter 17 Alternative Authentication Methods 397 Message Authentication Code (RFQMAC) 397 Overview of MACs 397 Computation Algorithm 398 Creation and will allow Expiration Dates 398 Computation Process 399 ProfileResponse 401 CredentialMac 401 Auth Transaction 402 AuthRequest 403 AuthResponse 405 Chapter 18 cXML Digital Signatures 407 Digital Signature Overview 407 Options for Signing 408 Signing cXML Documents 408 cXML Digital Signatures 408 Error Status Codes for Digital Signatures 411 Digital Signature Example 412 Appendix A New Features in cXML 1.2.025 415 OrderStatusRequest Document 417 QuoteRequestHeader Element Enhancements 418 SupplierInvitation Element Enhancements 418 QuoteItemOut Element Enhancements 419 QuoteMessage Element Enhancements 419 Tolerances Element Enhancement 419 PostalAddress Element 419 BillFrom Element 420 TaxRegime Element 420 Municipality Element 420 withholdingTaxType Extrinsic 420 InvoiceItemModification Element 421 Total Charges Element 421 TotalAllowances Elements 421 InvoiceHeaderModifications Element 421 Tax Element Enhancement 422 ServiceEntryRequest Document 422 requiresServiceEntry Attribute 422 ServiceEntryRequest documentType 422 ServiceEntryItemReference Element 423 ServiceEntryItemIDInfo 423 SupplierBatchID Element 423 ScheduleLine Element 424 shipNoticeLineNumber Attribute 424 pickUpDate Attribute 424 requestedDeliveryDate Attribute 424 DeliveryPeriod Element 425 IdReference Element Enhancement 425 addressIDDomain Attribute 425 Extrinsic Element 425 ItemOutIndustry Element 426 ItemOutRetail Element 426 ItemDetailIndustry Element 426 ItemDetailRetail Element 426 Packaging Element 427 BuyerPartID Element 427 InvoiceDetailItemIndustry Element 427 InvoiceDetailItemRetail Element 428 InvoiceDetailItemReferenceIndustry Element 428 InvoiceDetailItemReferenceRetail Element 428 Dimension Element Enhancements 429 TermsOfTransport Element 429 Description Element Enhancement 429 ShipNoticeIDInfo Element 430 InvoiceDetailSummaryIndustry Element 430 InvoiceDetailSummaryRetail Element 430 PaymentRemittanceStatus type Attribute Enhancement 430 Index 431 Preface‌ This document describes how to use cXML (commerce eXtensible Markup Language) for communication of data related to electronic commerce. Audience and Prerequisites‌ This document is intended for application developers who design cXML-enabled applications. cXML is an Authorized User open versatile language for the ability transaction requirements of: • Network e-commerce hubs • Electronic product catalogs • PunchOut catalogs • Procurement applications • Buyers • Suppliers • E-commerce service providers Readers should have a working knowledge of e-commerce concepts, the HTTP Internet communication standard, and XML format. This document does not describe how to procure within any use specific procurement applications or commerce network hubs. Which Chapters to Read Preface Which Chapters to Read‌ • E-commerce Business Managers—For an overview of the LotscXML capabilities, or across Lots. Contract Scoperead Chapter 1, “Introduction to cXML.” • Web Programmers—Web programmers who implement e-commerce sites should read all chapters.

TABLE OF CONTENTS. Introduction The following terms are defined on the page of this Agreement set forth after such term below: 2010 Comp Plan 5 Action 11 Agreement 1 Articles of Merger 1 Balance Sheet Date 11 Bankruptcy and Equity Exception 8 Book Entry Share 3 Business 27 Cap Ex Plan 26 Certificate 2 Claim 34 Closing 1 Closing Date 1 Code 5 Company 1 Company Adverse Action 30 Company Adverse Recommendation Change 30 Company Adverse Recommendation/Action Notice 31 Company Board Recommendation 25 Company Charter Documents 7 Company Common Stock 2 Company Disclosure Letter 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Company Intellectual Property 19 Company Material Adverse Effect 6 Company Plans 14 Company Preferred Stock 7 Company Properties 18 Company Property 18 Major Suppliers 18 Marks 20 Material Contract Scope 17 Maximum Amount 35 MBCA 1 Merger 1 Merger Consideration 2 Merger Sub 1 MPUC 12 Multiemployer Plan 14 Multiple Employer Plan 14 NYSE AMEX 9 Option 5 Option Consideration 5 Parent 1 Parent Material Adverse Effect 24 Patents 19 Paying Agent 3 PBGC 15 Permits 12 Policies 22 Proxy Statement 9 Company Stock Plans 5 Company Stockholder Approval 9 Company Stockholders Meeting 25 Company Technology 19 Computer Systems 21 Confidentiality Agreement 34 Copyrights 20 Directors’ Stock Plan 5 Dissenting Shares 3 Dissenting Stockholders 3 Effective Time 1 Engagement Letter 23 Environmental Permits 16 ERISA 14 Exchange Act 9 Excluded Matter 31 Expenses 40 Fairness Opinion 22 FERC 12 Filed Company SEC Documents 6 LOT OVERVIEW Ground Lease 19 Ground Leases 19 Indemnitees 34 Indemnitor 34 Industry 6 Lot Intellectual Property Rights 19 Intervening Event 31 IP Contracts 21 IRS 13 Major Customers 18 Recent Company SEC Documents 9 Reimbursable Expenses 40 Representatives 29 Restraints 36 SEC 6 Securities Act 7 Software 20 SOx 10 SP-DRIP 5 Subsidiary Documents 7 Superior Proposal 31 Superior Proposal Agreement 39 Surviving Corporation 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Takeover Proposal 32 Tax Returns 14 Taxes 14 Technology 20 Termination Fee 40 Title IV Plan 14 Trade Secrets 20 Walk-Away Date 38 WARN 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Table of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeContents

TABLE OF CONTENTS. Introduction A. GENERAL 16 1 Scope of bid 16 2 Source of funds 16 3 Corrupt Practices 13 4 Eligible bidders 164 5 Qualification of the bidder 17 6 OVERVIEW One bid per bidder 17 7 Cost of Bidding 18 8 Site Visit 185 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 20 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 22 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS accept any bid and to reject any or all bids 22 33 Notification of award 22 34 Signing of agreement 22 35 Performance security 22 36 Contract Effectiveness… 23 CONDITIONS OF TENDERERS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeBIDDERS

TABLE OF CONTENTS. Introduction Contents Page 1 Interpretation 2 2 Structure of the Company 5 3 Single Purpose Collective Shareholding Vehicle 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 4 Management and Direction of the Company 7 5 Nomination of AsiaSat Directors, Chairman, Deputy Chairman, Chief Executive Officer, Deputy Chief Executive Officer and Chief Financial Officer 10 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Exercise of the AsiaSat Voting Rights by the Company 12 7 Lot 3 – Cloud Pass Through of Dividends and Other Rights accruing on or with Respect to Attributable AsiaSat Shares 14 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Disposal of Shares in the Company 15 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES Disposal of AsiaSat Shares 17 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A Adjustments to Rights to Procure Appointments etc. 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved 11 Listing and Registration Rights 18 LIVING WAGE 12 Purchase of Additional AsiaSat Shares by the Shareholders and their Respective Affiliates 19 13 Undertakings by GEC and CITIC 20 14 The Hong Kong Takeovers Code 21 15 Compliance Matters 22 16 Funding Future and Ongoing Expenses 23 17 Confidentiality 24 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS Duration and Termination 25 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales Restrictions on the Shareholders 26 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION Arrangements with AsiaSat 27 21 Conditions Tax Status 27 22 Notices 27 23 Miscellaneous 29 24 Governing Law 30 25 Arbitration 31 26 Appointment of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding Process Agent 32 SCHEDULE 1 Basis on which certain rights accruing on or with respect to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right Attributable AsiaSat Shares are to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administrationbe passed through to, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVELor otherwise made available to, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive exercised at the transactional level via Request for Quotations (RFQ) direction of, the relevant Class of Shareholders 35 SCHEDULE 2 Form of Deed of Adherence 42 SCHEDULE 3 Memorandum and will allow an Authorized User the ability to procure within any Articles of the Lots, or across Lots. Contract ScopeAssociation 43

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND CHAPTER 1. INTRODUCTION 1 CONTEXT OF PROBLEM 1 PROBLEM STATEMENT 1 XXXXX, XXXXX 0 PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware PROJECT 5 CHAPTER 2: LITERATURE REVIEW 7 Lot 3 – Cloud BURDEN OF MATERNAL MALNUTRITION 7 ROLE OF FOOD SECURITY IN MALNUTRITION 8 Lot 4 – Implementation Services 8 PRODUCTS CONTRIBUTION OF FOOD SECURITY TO HEALTH BEYOND NUTRITION 9 GLOBAL RIGHT TO FOOD MOVEMENT 10 INDIAN CONTEXT 13 Malnutrition in India 13 Food and nutrition entitlements for women in India 15 Public Distribution System 17 Indian Right to Food Campaign and Movement 18 India’s National Food Security Act 19 CHAPTER 3: METHODS 24 STUDY LOCATION 25 STUDY POPULATION 25 DESCRIPTION OF THE STUDY POPULATION 26 PDS Shopkeepers and Shops 26 Anganwadi Workers (AWWs) 26 Pregnant and Lactating Women 26 Husbands and Mothers-in-Law 26 STUDY TEAM 27 RECRUITMENT 28 DEVELOPMENT OF DATA COLLECTION TOOLS 28 IN-DEPTH INTERVIEWS AND SERVICES EXCLUDED FROM FOCUS GROUP DISCUSSIONS 29 ETHICAL CONSIDERATIONS 31 DATA ANALYSIS 32 LIMITATIONS 33 CHAPTER 4. RESULTS 35 GENERAL STATUS OF COMMUNITY FOOD AND NUTRITION SECURITY 35 FOOD-RELATED HOUSEHOLD ROLES AND RESPONSIBILITIES 38 PRIORITIZATION OF WOMEN’S NUTRITION AND HEALTH 39 PERCEPTIONS OF FOOD AND NUTRITION ENTITLEMENT PROGRAMS 42 Anganwadi Center 42 Public Distribution Scheme 47 COMMUNITY ENGAGEMENT IN DEMAND AND ADVOCACY FOR CHANGE 53 CHAPTER 5. DISCUSSION 56 WOMEN’S AUTONOMY AND STATUS IN THE SCOPE HOUSEHOLD 56 MINIMAL AWARENESS OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND ENTITLEMENT ELIGIBILITY 58 LIMITED QUANTITY AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS QUALITY OF ENTITLEMENT PROVISIONS 59 PROGRAMMATIC RECOMMENDATIONS 61 POLICY RECOMMENDATIONS 62 NEED FOR FUTURE RESEARCH 63 STRENGTHS AND CONFLICT LIMITATIONS OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX RESEARCH 64 CONCLUSION 64 REFERENCES 67 APPENDICES 72 APPENDIX 1. PREGNANT AND LACTATING WOMAN IDI GUIDE 72 APPENDIX 2. ANGANWADI IDI GUIDE 75 APPENDIX 3. PDS SHOPKEEPER IDI GUIDE 78 APPENDIX 4. HUSBANDS AND MOTHERS-IN-LAW §FGD GUIDE 81 APPENDIX 5. CODEBOOK 85 Chapter 1. Introduction Context of problem Despite improvements in food availability and price stability in recent years, the United Nations Food and Agriculture Organization (FAO) estimates that 805 million people across the globe were undernourished in 2012 (FAO, 2014). Though this metric indicates a decrease from the early 2000s, the overall decline in undernutrition masks the disparities in food and nutrition security that exist within and across regions. Sub-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves Saharan Africa and Southern Asia have made slow progress in the reduction of chronic malnutrition compared to other geographic regions, and Southern Asia holds the largest number of malnourished individuals due to its sizable population (FAO, 2014). Moreover, an estimated 60% of undernourished individuals across the globe are women or girls; in India, 30% of women are undernourished, 57% are anemic, and 28% had low birthweight infants (UNICEF, 2013; FAO, 2010; NFHS, 2006), with immediate implications for maternal and child morbidity and mortality and long term effects on poverty, health, and wellbeing (Xxxxx et al, 2014). Substantial and sustainable reduction of malnutrition in India, especially among women, will require political commitments that regard adequate and appropriate food as a basic human right and prioritize the improvement of women’s status. Understanding current political action towards improving food and nutrition security in India, particularly through the “right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports food” lens, is of critical importance in the pursuit of improved global maternal health. Problem statement Food security, though a constantly-evolving concept, is defined by the FAO as a state that exists “when all people, at all times, have physical, social and economic access to sufficient safe and nutritious food that meets their dietary needs and food preferences for Authorized User 20 Service Reports an active and healthy life” (FAO, 2015). Although sufficient access to food alone does not ensure adequate nutrition intake and utilization, insufficient access to food is strongly associated with inadequate nutrition outcomes; across the globe, food insecurity has been shown to be inversely associated with diet quality and health outcomes in low-income adults (Xxxxx et al, 2014; Xxxxxxx, 2001). Food insecurity for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions women of Reseller(s) Participation 21 Designation reproductive age is particularly important, as the effects of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability food insecurity impact the health and well-being of Contract Terms 21 Condition for Responding women and their children; inadequate maternal nutrition has an immense and permanent impact on the nutritional status of young infants and children, spurring an intergenerational cycle of malnutrition that affects entire populations (Xxxxxxx, 2008). Studies have shown that preconceptual nutrient deficiencies lead to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administrationlow birthweight infants, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVELchild stunting, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Clouddelivery complications, and Implementation servicesincreased child mortality (Martorell and Xxxxxxxx, 2012). The procurements shall Moreover, because of women’s contribution to food production and preparation, role in care giving, increasingly prevalent role as head-of-household, and disproportionately poor economic status compared to men, a special focus needs to be competitive at the transactional level via Request placed on women’s food security (Xxxxx and Cullen, 2011). For these reasons, there is a pressing need for Quotations (RFQ) and will allow an Authorized User the ability to procure within any global improvement of the Lotsmaternal food security, or across Lots. Contract Scopeparticularly in Southern Asia.

TABLE OF CONTENTS. Introduction Article 1 FRAMEWORK AND IMPLEMENTATION 1 Preamble 1 Definitions 1 Recognition of the Faculty Association. 3 Deduction of Association Dues 3 Appointment, Promotion, Tenure and Entry of Excluded ASMs 3 Management Rights 4 Collegial Rights of Members 4 Office Space and University Services for the Association. 4 Release Time For, and Recognition Of, Association Service 4 Joint Association/University Relations Committee. 4 Pensions and Benefits Committees 5 Assistance for the Association 5 Correspondence and Information 5 Copies of the Collective Agreement 6 OVERVIEW Transition to the Collective Agreement 7 Duration of Collective Agreement 7 No Strike or Lockout 7 Conflict of Interest 7 Personal Files 8 Contents of the File 8 Access to the File 10 Article 2 ACADEMIC RIGHTS AND PURPOSE FREEDOMS 11 Non-discrimination 11 Ethical Conduct for Research Involving Humans 11 Article 3 DUTIES AND RESPONSIBILITIES OF THIS CONTRACT FACULTY MEMBERS. 13 Workload of Faculty Members 14 St. John’s Campus 15 Xxxxxxxx College 15 Variations from the Teaching Norm 17 General Considerations 20 Article 4 DUTIES AND RESPONSIBILITIES OF LIBRARIANS. 22 Support for Research and Professional Development. 23 Article 5 REDUCTION IN DUTIES AND RESPONSIBILITIES. 24 Article 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware RESEARCH APPOINTMENTS 25 Article 7 Lot 3 – Cloud APPOINTMENT OF FACULTY MEMBERS 26 Initiating Appointments 26 Formation of Search Committees 26 Search Procedures 28 Appointment Criteria 29 Recommendation of the Administrative Head 29 Notification of Appointment 29 Cancellation of a Search 30 Article 8 Lot 4 – Implementation Services 8 PRODUCTS PROCEDURES FOR THE FORMATION OF PROMOTION AND SERVICES EXCLUDED FROM TENURE COMMITTEES FOR FACULTY MEMBERS 31 Article 9 THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS ASSESSMENT FILE FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND DECISION YEAR REVIEW, EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADETENURE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES TRACK APPOINTMENT, TENURE AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY PROMOTION FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND FACULTY MEMBERS 33 Article 10 PROCEDURES FOR EQUAL EMPLOYMENT PROMOTION AND BUSINESS PARTICIPATION OPPORTUNITIES TENURE COMMITTEES FOR MINORITY GROUP FACULTY MEMBERS 35 Article 11 TENURE-TRACK APPOINTMENT AND NEW YORK STATE CERTIFIED MINORITY- TENURE FOR FACULTY MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Non-decision Year Reviews 37 Timing of Tenure Consideration 38 Extension of Tenure-track Appointment. 38 Procedures for Obtaining External Appraisals of Candidates for Tenure 38 Consideration for Tenure 39 Part-time Tenure-track Appointments 40 Informing the Committee and the Candidate. 40 Criteria for Tenure 40 Article 12 PROCEDURES AND WOMEN-OWNED BUSINESS ENTERPRISES 32 CRITERIA FOR PROMOTION OF FACULTY MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request Procedures 42 Procedures for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach Obtaining External Appraisals of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION Candidates for Promotion to the Rank of Associate Professor or Professor. 42 Criteria for Promotion 43 Promotion to the Rank of Associate Professor 44 Promotion to the Rank of Professor 44 Article 13 APPOINTMENT OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and LIBRARIANS 46 Initiating Appointments 46 Formation of Search Committees 46 Search Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any 47 Appointment Criteria 49 Recommendation of the Lots, or across LotsUniversity Librarian. Contract Scope49 Recommendation of the Vice-president (Academic). 50 Notification of Appointment 50 Cancellation of a Search 50 Article 14 PROCEDURES FOR THE FORMATION OF PROMOTION AND TENURE COMMITTEES FOR LIBRARIANS 51

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 SUBPART A. General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION CLAUSE 1. EFFECTIVE DATE 3 CLAUSE 2. BUDGET PERIOD/PERIOD OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 3 CLAUSE 3. COMPLIANCE WITH FEDERAL, STATE STATE, AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE MUNICIPAL LAW 3 CLAUSE 4. INCONSISTENCY WITH FEDERAL LAW 3 CLAUSE 5. ORDER OF PRECEDENCE 3 CLAUSE 6. FEDERAL STEWARDSHIP 4 CLAUSE 7. NEPA REQUIREMENTS 5 CLAUSE 8. PERFORMANCE OF WORK IN UNITED STATES 6 CLAUSE 9. EQUIPMENT PURCHASES 6 CLAUSE 10. LOBBYING 6 CLAUSE 11. EXPORT CONTROLS 6 CLAUSE 12. PUBLICATIONS 7 CLAUSE 13. NO-COST EXTENSION 7 CLAUSE 14. PROPERTY – SUPPLIES AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS EQUIPMENT 7 CLAUSE 15. RECORD RETENTION 8 CLAUSE 16. AUDITS 9 CLAUSE 17. CLAIMS, DISPUTES, AND CONDITIONS 41 REQUEST FOR QUOTATION APPEALS 10 SUBPART B. Financial Provisions 10 CLAUSE 18. MAXIMUM OBLIGATION 10 CLAUSE 19. REFUND OBLIGATION 10 CLAUSE 20. ALLOWABLE COSTS 11 CLAUSE 21. INDIRECT COSTS AND FRINGE BENEFITS 11 CLAUSE 22. PRE-AWARD COSTS 12 CLAUSE 23. PATENT COSTS 12 CLAUSE 24. PAYMENT PROCEDURES 13 CLAUSE 25. BUDGET CHANGES 16 SUBPART C. Miscellaneous Provisions 16 CLAUSE 26. CORPORATE FELONY CONVICTION AND FEDERAL TAX LIABILITY ASSURANCES 16 CLAUSE 27. NON-ASSIGNABILITY 17 CLAUSE 28. CONFERENCE SPENDING 17 CLAUSE 29. RESERVED 17 CLAUSE 30. RESERVED 17 APPENDIX A: 18 APPENDIX B: 22 Subpart A. General Provisions EFFECTIVE DATE The effective date of this Award is stated in Block 27 of the Cover Page (RFQAssistance Agreement Form). BUDGET PERIOD/PERIOD OF PERFORMANCE The budget period and period of performance are stated in Block 7 of the Cover Page (Assistance Agreement Form) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials to this Award. COMPLIANCE WITH FEDERAL, STATE, AND MUNICIPAL LAW The Prime Recipient is required to comply with applicable Federal, state, and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing local laws and managing centralized Contracts regulations for all New York State Authorized Userswork performed under this Award. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User The Prime Recipient is required to procure from specific Lots for Softwareobtain all necessary Federal, Hardware, Cloudstate, and Implementation services. The procurements shall be competitive at the transactional level via Request local permits, authorizations, and approvals for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scopeall work performed under this Award.

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot Managing and Administering Your Program 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT What Is a Family Day Care Program? 3 Conditions and Standards of Your Registration 5 Maintaining Compliance and Enforcing the Regulations 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Working with Your Registrar or OCFS Staff 14 Your Family Day Care Business 19 Working with Alternate Providers and Substitutes in Your Program 26 Applying to Renew Your Registration 27 Resources 29 Providing and Maintaining a Safe Environment Inside and Out 31 Indoor Safety 31 Outdoor Safety 38 Barriers 39 Safety Tools 41 Maintaining Program Capacity 42 Providing Competent Direct Supervision 44 Visitors to the Program 49 Transportation 50 Pools 52 Pesticide Application 55 Resources 57 Fire Protection and Non‑Medical Emergencies 59 Essential Inspections 59 Carbon Monoxide Detectors, Smoke Detectors and Fire Extinguishers 60 Evacuations 63 Notifying Local Authorities 68 Resources 69 Protecting and Promoting Children’s Health 71 Children’s Health History 71 Immunizations and Lead Screening 73 Health Care Plans 75 Daily Health Check 79 Illness and Planning for Medical Emergencies 80 Administering Medication 82 Resources 83 Reporting Child Abuse and Maltreatment 85 The Role of Mandated Reporters 85 Indicators of Possible Abuse or Maltreatment 87 Making a Report 88 Teaching Children About Personal Safety 89 Resources 91 Preventing the Spread of Germs 93 Hand Washing and Personal Hygiene 93 Diapering and Toileting 95 Cleaning Routines 97 Safety Precautions Related to Blood 98 Resources 100 Programming that Supports Growth and Development 101 Multi-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Age Grouping 101 Providing Appropriate Experiences, Activities and Materials 102 Napping, Resting and Sleeping 109 Discipline 112 Resources 120 Offering Healthy Food 121 Meals and Snacks 121 Sanitation and Eating Utensils 125 Feeding Infants 126 Resources 129 Working with Families 131 Communication 131 Enrolling Children 133 Enrolling Infants Younger than Six Weeks 135 Children with Special Needs 136 Offering Support 138 Relationships Between Families 139 Supervision when Parents Are Present 140 Using Surveillance Cameras 141 Resources 142 Growing as a Professional 143 Training 143 Professional Associations and Organizations 146 Keeping Track of Your Professional Growth 146 Resources 147 Appendix 149 How Many Children May a Family Day Care Provider Care For? 151 Instructions for Doing a Daily Health Check 152 Hand Washing 153 Cleaning and Sanitizing 154 Using Disposable Medical Gloves 155 Recommended Procedure for Changing a Diaper 156 Recommended Procedure for Cleaning and Sanitizing Potty Chairs 157 Safety Precautions Relating to Blood 158 Sample Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 Telephone Numbers 159 First Aid Kit Recommended Items 000 XXXX Xxxxxxxx Xxxxxxx 000 Xxxxx Agencies and Organizations 162 Starting a Business in New York State reserves 163 National Organizations 164 County Health Departments 166 Books and Publications 167 Introduction As a family day care provider, you will be eager to provide a high-quality program where children have opportunities to grow, learn and thrive. Part of providing high-quality child care includes complying with the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The family day care regulations from the New York State Office of General Children and Family Services (OGSOCFS). This handbook will help you: • understand how the regulations promote the health, safety and development of children in your care; • use the regulations as the foundation of your program; and • gain resources that you can use to support the children and families with whom you work. This handbook is designed to be used along with the New York State Procurement OCFS family day care regulations. This printing is responsible for developing and managing centralized Contracts for all New York State Authorized Usersbased on the regulations published in 2006. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any There are two parts of the Lotsregulations: • Part 417 Family Day Care Homes • Part 413 Child Day Care Definitions, or across Lots. Contract ScopeEnforcement and Hearings

TABLE OF CONTENTS. Who We Are 2 Our Story 2 Our Purpose 2 Our Values 2 Understanding Our Code of Conduct 7 Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract 7 Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud Compliance with the Law and the Highest Ethical Standards 7 Getting More Information 7 Seeking Guidance and Reporting Issues 8 Lot 4 – Implementation Services Waivers 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Our Relationships with Those We Serve 9 SUBSEQUENT PERIODIC RECRUITMENT Professional Practices 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Privacy and Security of Personal Information 9 Our Relationship with Shareholders & the Company 11 Financial Integrity 11 Confidential and Proprietary Information 11 Conflicts of Interest 12 Asset Protection 13 Xxxxxxx Xxxxxxx Laws 14 Disclosure of Non-Public Material Information 14 Requests for Information from the Investment Community 15 Records Retention and Management 15 Our Relationship with Each Other 16 CONTRACT TERM Respecting One Another 16 DOWNSTREAM PROHIBITION Non-Discrimination 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Health and Safety 17 Drugs and Alcohol 17 Gambling 17 Colleague Privacy 17 Labor Practices 17 Our Relationships with Suppliers, Clients, Public Officials, Healthcare Professionals, Patients & Customers 18 Interactions with Suppliers 18 Interactions with PBM Clients and Payors (not including Public Officials) 20 Interactions with Public Officials or Government Employees or Agents 21 Interactions with Healthcare Professionals 22 Interactions with Patients and Customers 23 Open House Events 24 Gifts and Entertainment Policy Questions and Answers 25 Antitrust Laws 26 News Media 26 Social Media 26 Business Firewalls 27 Environmental Protection 27 Our Relationship with U.S. and non-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 EU.S. Governments 28 Conduct with Public Officials 28 Corporate Political Contributions 28 Individual Political Activities 28 Anti-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves Kickback Laws 29 Fraud, Waste and Abuse 29 Xxxxxxx and Foreign Business Dealings 30 Medicare Part D Participation 31 Government Reimbursement and the False Claims Act 31 Ineligible Health Care Providers 32 Anti-Money Laundering 32 Government Requests and Subpoenas 32 CVS Health’s Corporate Integrity Agreement (CIA) 33 Compliance and Integrity Program 35 Chief Compliance Officer 35 Colleague Res onsibilities 35 Leadership Responsibilities 36 Financial Leaders 36 Resources 37 Investigations 39 Non-Retaliation 39 Consequences of Wrongdoing 40 Index 41 Understanding Our Code of Conduct Introduction We at CVS Health (“the Company”) are in the business of helping to improve people’s lives. It sounds simple, but sometimes it isn’t. Tough issues can get in our way. This Code is intended to help resolve ethics and compliance issues by providing the information, tools and resources necessary to make good decisions. However, no code can give answers for every situation that may arise. In the end, CVS Health relies on each colleague to use sound judgment to make the right decision and when necessary, the tough choice. It is important to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions read this Code and understand the roles and responsibilities of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scopea CVS Health colleague.

TABLE OF CONTENTS. Introduction Contents Pg. # INSTRUCTIONS TO BIDDERS (ITB) 5 Source of Funds 5 Eligible Bidders 5 Eligible Goods and Services 5 Cost of Bidding 5 The Bidding Procedure 5 Content of the Bidding Documents 6 OVERVIEW Clarification of Bidding Documents 6 Amendment of Bidding Documents 7 PREPARATION OF BIDS 7 Language of Bid 7 Documents Comprising of Bid 7 Bid Form and Price Schedule 7 Bid Prices 7 Bid Currencies 8 Documents Establishing bidder's Eligibility and Qualification 8 Bid Security 8 Bid Validity 8 Format and Signing of Bid 9 SUBMISSION OF BID 9 Sealing and Marking of Bid 9 Deadline for Submission of Bid 10 Late Bid 10 Withdrawal of Bid 10 OPENING AND PURPOSE EVALUATION OF THIS BID 10 Opening of Bid 10 Clarification of Bids 11 Preliminary Examination 11 Evaluation & Comparison of Bids 11 Evaluation Criteria 12-14 Performance Guarantee 15 Signing of Contract 15 Contacting the Procuring Agency 15 Qualification and Disqualification of Bidders 15 Rejection of Bids 16 Re-Bidding 16 Announcement of Evaluation Report 16 AWARD OF CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM Acceptance of Bid and Award Criteria 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the Procuring agency’s right to vary quantities at time of award 16 Limitations on Negotiations 16 Notification of Award 17 Termination of the Contract 17 Corrupt and Fraudulent Practices 17 GENERAL CONDITONS OF CONTRACT 18 Authorized User Reserved Rights Definitions 18 LIVING WAGE Application 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Standards 18 Use of Contract Terms Documents and Information 19 Labeling and Packing of the Medicines 19 Delivery of Documents 19 Payment, Prices, Contract Amendments, Penalties/liquidated Damages 19 Governing Languages 20 Applicable Law & Schedule of Requirements 20 Price Schedule 21 Condition for Responding to TENDER FORM (FORMAT) 22 PERFORMANCE GUARANTEE (FORMAT) 23 AFFIDAVIT (FORMAT) 24 TENTATIVE LIST OF MEDICINE 25 PUNJAB HEALTH FACILITIES MANAGEMENT COMPANY PRIMARY & SECONDARY HEALTHCARE DEPARTMENT GOVERNMENT OF THE PUNJAB INVITATION FOR BIDS FRAMEWORK CONTRACT FOR THE PROCUREMENT OF MEDICINES/SURGICAL DISPOSABLES DAY TO DAY BASIS LOCAL PURCHASE (FY 2019-20) FOR GOVT. HOSPITAL GHAZIABAD, LAHORE [ Sealed bids are invited from well reputed & registered firms/Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenancedistributors/Support Agreement Provisions 22 MaintenancePharmacies/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Medical stores and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT experienced suppliers registered with Sales Tax (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQFiler) and will allow an Authorized User Income Tax (Filer) departments and involved in the ability business of medicine, for the Framework Contract for the procurement of Medicines / Surgical Disposables (Day to procure within any of the LotsDay Basis Local Purchase) FOR Government Hospital, or across Lots. Contract ScopeGhaziabad Lahore for FY 2019- 20 under Punjab Procurement Rules 2014.

TABLE OF CONTENTS. Introduction 6 OVERVIEW PART A TECHNICAL MATTERS 1 TITLE 1 COVERAGE 1 DURATION 1 DELEGATIONS 1 GENERAL GUIDANCE AND PURPOSE INTERPRETATION 1 DEFINITIONS 1 PART B CONSULTATION AND DISPUTE RESOLUTION NATIONAL STAFF CONSULTATIVE FORUM 4 CONSULTATION 4 DISPUTE RESOLUTION 5 PART C REMUNERATION SALARY 7 ALLOWANCES 9 OVERTIME 11 DOMESTIC TRAVEL 13 OVERSEAS TRAVEL 13 RELOCATION ASSISTANCE 13 REMOTE LOCALITIES ASSISTANCE 13 INDIVIDUAL FLEXIBILITY ARRANGEMENTS 15 SUPERANNUATION 15 ADDITIONAL MATTERS 16 PART D WORKING ARRANGEMENTS 17 HOURS OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot DUTY 17 FLEXIBLE WORK ARRANGEMENTS 18 HEALTH AND SAFETY 19 PART E LEAVE AND PUBLIC HOLIDAYS ANNUAL LEAVE 21 PERSONAL/CARER’S LEAVE 22 COMPASSIONATE / BEREAVEMENT LEAVE 23 CAREER INTERVAL LEAVE 23 MISCELLANEOUS LEAVE 23 COMMUNITY SERVICE LEAVE 23 DEFENCE RESERVISTS LEAVE 24 DEFENCE SERVICE SICK LEAVE 24 LONG SERVICE LEAVE 25 MATERNITY, MATERNAL, ADOPTION/FOSTERING, PARENTAL LEAVE 25 ADOPTION/FOSTERING LEAVE 26 DOMESTIC AND FAMILY VIOLENCE 27 PUBLIC HOLIDAYS 27 ADDITIONAL HOLIDAY 28 CHRISTMAS SHUTDOWN 29 PORTABILITY OF LEAVE 29 RECOGNITION OF PRIOR SERVICE FOR PERSONAL/CARER’S LEAVE 29 EXPENSES – CANCELLATION OF LEAVE OR RECALL TO DUTY 29 UNAUTHORISED ABSENCE 29 PART F IMPROVING SKILLS AND PERFORMANCE 30 PERFORMANCE FEEDBACK 30 MANAGING UNDERPERFORMANCE 30 LEARNING AND DEVELOPMENT 31 STUDY ASSISTANCE 31 PART G BROADBANDS AND ADVANCEMENT 32 PART H REDEPLOYMENT, REDUNDANCY AND RESIGNATION 33 REDEPLOYMENT AND REDUNDANCY 33 RESIGNATION 37 ATTACHMENT A – SALARY RATES 38 ATTACHMENT B – SUPPORTED WAGE SYSTEM 41 ATTACHMENT C – ALLOWANCES 43 INDEX 44 PART A TECHNICAL MATTERS‌ TITLE‌ 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves This Agreement made under section 172 of the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(sFair Work Act 2009 (FW Act) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at known as the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeDVA Enterprise Agreement 2019 – 2022.

TABLE OF CONTENTS. Introduction 6 OVERVIEW ARTICLE PAGE 1 BASIC LEASE INFORMATION AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot CERTAIN DEFINITIONS 1 – Software 6 Lot 2 – Hardware 7 Lot PREMISES AND QUIET ENJOYMENT 1 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACTTERM; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK COMMENCEMENT DATE; DELIVERY AND ALTERNATIVE PACKAGING MATERIALS ACCEPTANCE OF PREMISES 1 5 OPERATING COSTS 3 6 SERVICES OF LANDLORD 6 7 ASSIGNMENT AND SUBLETTING 8 8 REPAIRS 11 9 ALTERATIONS 10 00 XXXXX 00 00 USE AND COMPLIANCE; HAZARDOUS SUBSTANCES 14 13 INSURANCE 18 14 DAMAGE BY FIRE OR OTHER CAUSE 20 15 CONDEMNATION 22 17 SUBORDINATION 24 18 SURRENDER OF THE PREMISES AND HOLDOVER 25 19 SECURITY DEPOSIT 26 20 MISCELLANEOUS 28 21 INTENTIONALLY OMITTED 35 22 PARKING 35 i ARTICLE PAGE 23 RIGHT OF FIRST REFUSAL 36 24 RENEWAL OPTION 38 25 CANCELLATION OPTION 40 26 SIGNAGE 42 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY SPECIFIC IMPROVEMENTS 42 28 SATELLITE DISH 43 29 RIGHT OF WEB-BASED FIRST OFFER 44 EXHIBITS AND RIDERS The following Exhibits and Riders are attached hereto and by this reference made a part of this Lease: SCHEDULE 1.1 DEFINITIONS SCHEDULE 1.2 LETTER OF CREDIT AMOUNTS EXHIBIT A FLOOR PLAN OF THE PREMISES EXHIBIT B THE LAND EXHIBIT C RENT SCHEDULE EXHIBIT D LEASEHOLD IMPROVEMENTS EXHIBIT E FORM OF COMMENCEMENT NOTICE EXHIBIT F FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT EXHIBIT G LOCATION OF FAÇADE SIGNAGE EXHIBIT H ELEVATOR LOBBY SIGNAGE EXHIBIT I MONUMENT SIGNAGE EXHIBIT J EXISTING RIGHTS TO FIRST REFUSAL SPACE EXHIBIT K FORM OF SNDA EXHIBIT L LOCATION OF ASSIGNED PARKING SPACES EXHIBIT M PERMITTED LOCATION FOR ADDITIONAL ASSIGNED PARKING SPACES EXHIBIT N RELOCATION AREA FOR ASSIGNED PARKING SPACES EXHIBIT O STORAGE SPACE EXHIBIT P EXISTING EXCLUSIVES RIDER NO. 1 RULES AND REGULATIONS BASIC LEASE INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS“Basic Lease Information”), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope

TABLE OF CONTENTS. Introduction ARTICLE PAGE 2 RECOGNITION 1 3 SUPPORT OF AGREEMENT 1 4 EFFECT OF AGREEMENT 2 5 ORGANIZATIONAL RIGHTS 2 6 OVERVIEW DUES DEDUCTION 3 7 DISTRICT RIGHTS 4 8 CLASSIFIED EMPLOYER-EMPLOYEE RELATIONS COMMITTEE 5 9 DUTY HOURS 5 Work Day 5 Work Week 5 Individual Alternative Work Schedule 6 Rest Periods 6 A Non-Compensated Lunch Period 6 Over-time and Extended Hours Service 6 Extra Hours 7 10 EVALUATION 7 11 VACANT POSITIONS 9 First Consideration 9 Posting of Notice 9 Filing 9 Lateral Transfers/Promotion 9 Scheduled Holidays 10 Holidays on District-Wide Non-Scheduled Work Days 10 Holiday Eligibility 10 Christmas/New Year’s Holiday Eligibility 10 13 LEAVES OF ABSENCE 11 General Provisions 11 Immediate Family 11 Sick Leave 11 Personal Necessity Leave 12 Bereavement Leave 13 Judicial and Official Appearance Leave 13 Jury Duty 13 Court Appearance 13 Maternity/Paternity Leave 13 Maternity Disability 14 Child Rearing Leave 14 Military Leave 14 Industrial Accident and Illness Leave 14 Association Leave 14 14 VACATIONS 15 15 TRAINING 16 16 EMPLOYEE EXPENSES AND PURPOSE MATERIALS 16 Step Increases 16 Call-In Pay Guarantee 16 Call-Back Pay Guarantee 17 Conference Attendance 17 Holiday Pay 17 Overtime Pay 17 Compensatory Time 17 Shift Differential 17 Medical Examination 17 Longevity Pay 18 Professional Development Program 18 Professional Growth Program 18 Enrollment Fee Reimbursement Program 19 Reclassification Process 20 Working Out of Classification 23 18 INSURANCE BENEFITS 23 Active Full-Time Member Insurance Benefits 23 Retiree Health Benefits Program 24 19 SAFETY CONDITIONS 25 20 GRIEVANCE PROCEDURE 26 General Provisions 26 Informal Stage 26 Formal Xxxxx 00 Xxxxx X 00 Xxxxx XX 00 Xxxxx III 27 Failure to meet Time Limits 27 Representation 27 Reasonable Released Time 27 Confidentiality 28 No Reprisal 28 21 CONCLUSION OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS MEET AND SERVICES EXCLUDED FROM THE SCOPE NEGOTIATION 28 22 SAVINGS PROVISION 29 23 TERM AND RENEGOTIATION 29 Term 29 Negotiation of a Successor Agreement 29 RECOMMENDED FOR RATIFICATION 30 RATIFIED 31 APPENDIX A CLASSIFIED SALARY SCHEDULE 00 XXXXXXXX X RECOGNITION RESOLUTION 33 APPENDIX C CATASTROPHIC LEAVE 36 APPENDIX D DISCIPLINE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S A PERMANENT CLASSIFIED EMPLOYEE 00 XXXXXXXX X ACTIVE EMPLOYEE HEALTH INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS PLAN SUMMARY 42 APPENDIX F 65 PLUS RETIREE HEALTH INSURANCE PLAN SUMMARY 43 APPENDIX G PROCEDURES FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION GRANTING SALARY SCHEDULE CREDIT FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS ACADEMIC COURSES AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeINDIVIDUAL INSTRUCTION 46

TABLE OF CONTENTS. Introduction ARTICLE PAGE 1 Purpose and Savings Clause 3 3 Union Membership 5 4 Collection of Union Dues and Information to the Union 5 5 Representatives, Committees and Meetings 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 7 Overtime 11 8 Sick Leave 14 9 Holidays 17 10 Vacations With Pay 20 11 Seniority, Service and Retirement 22 12 Job Definitions, Job Postings, Selection, Temporary Casual Appointments, Probation Period, Trial Period, Lay Off and Recall 25 13 Leave of Absence 33 14 Grievance Procedure and Arbitration 40 15 Notice 43 16 Safety and Health 44 17 Bulletin Boards 45 18 Uniforms 46 19 Upgrading Courses 46 20 Collective Agreement Printing and Distribution 47 21 Labour-Management Relations Committee 47 22 Travel Allowances 47 23 Discipline and Dismissal 48 24 Employer’s Rights 50 25 Protection of Property and Essential Services 50 26 Contracting Out 50 27 Premiums – Software 6 Lot 2 Swing Stage & Scaffold, Spray Painting, Sandblasting and Bricklaying 51 28 Staff Benefits 51 29 Employee Assistance Program 51 30 Technological Change 52 31 Employment Equity 52 32 No Strikes/No Lockouts 53 33 Wage Administration 53 34 Assignment and Scheduling of Work in Food Services 54 35 Duration, Termination and Renewal of Collective Agreement 57 Addendum re Wages and Increases 59 Signing Page 60 Schedules “A” and “B” 61 - 65 Letter of Understanding re 12-hour Shifts for Power Engineers 66 Letter of Understanding re Classification of Utility Caretaker 68 Letter of Understanding re Excluded Persons Performing Work Of Bargaining Unit in Food Services 69 Letter of Understanding re Transportation 70 Letter of Understanding re Student Employment 71 Letter of Understanding re Safety and Health 72 Letter of Understanding re The Establishment of an Apprenticeship Training Program 73 Letter re Temporary Relocation of Utility Caretakers 74 Letter of Intent – Hardware 7 Lot 3 Health Care Spending Account 75 Letter of Intent – Cloud 8 Lot 4 Training Programs for CAW Members 76 Letter of Intent – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports Promotion Workshops for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions CAW Members 77 Letter of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Understanding re Discussions Regarding Modified Duties and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeSick Leave 78

TABLE OF CONTENTS. Introduction 6 OVERVIEW INTRODUCTION 1 EDUCATIONAL SUPPORT PROFESSIONAL (ESP) 1 DEFINITIONS 1 RECRUITMENT 1 HIRING OF EDUCATIONAL SUPPORT PROFESSIONALS 2 PERSONNEL RECRUITING, POSTING & HIRING 2 STAFF MEDICAL EXAMINATIONS 2 APPOINTMENT PROCEDURES FOR FULL-TIME PERSONNEL 3 ANNIVERSARY DATES 3 SALARIES & PAYROLL DIRECT DEPOSIT 3 ESP PROBATIONARY STATUS 4 ESP STAFF EVALUATION 4 PERSONNEL RECORDS 4 STAFF ORIENTATION AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot IN-SERVICE 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES DISTRICT EMPLOYMENT 4 WORKSHOPS 4 MILEAGE REIMBURSEMENT 5 RESIGNATIONS 5 PUBLIC EMPLOYEES’ RETIREMENT ASSOCIATION (XXXX) AND RETIREMENT 5 PERA 5 CAUSES FOR IMMEDIATE DISMISSAL OF ESP 6 TAX-DEFERRED ANNUITIES (TDA) 6 LONG-TERM DISABILITY INSURANCE 7 HEALTH CARE POLICIES 7 CAFETERIA 125 PLAN 8 FLEXIBLE SPENDING CARD 8 DENTAL CARE 8 EMPLOYEE ASSISTANCE PROGRAM (EAP) 9 MEDICARE CONTRIBUTIONS 9 LIFE INSURANCE AND ACCIDENTAL DEATH AND DISMEMBERMENT 9 UNEMPLOYMENT INSURANCE 9 PROFESSIONAL LIABILITY INSURANCE 9 PERSONAL PROPERTY INSURANCE PLAN 10 HOLIDAYS 10 EMPLOYEE VACATION 10 ABSENCES 11 FAMILY AND MEDICAL LEAVE (FMLA) 11 CUMULATIVE LEAVE AND SEVERANCE PAY 13 BEREAVEMENT LEAVE 14 SICK LEAVE BANK 14 CIVIC DUTY LEAVE 14 PERSONAL INJURY LEAVE 14 WORKERS’ COMPENSATION 15 ASSIGNMENT, REASSIGNMENT, TRANSFERS AND SALARY PLACEMENT 16 FLOATER POSITIONS 16 INTERPRETER PAY 16 STUDENT SUPERVISION BY ESP STAFF 17 STAFF PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION POLITICAL ACTIVITIES 17 STAFF PARTICIPATION IN COMMUNITY ACTIVITIES 17 STAFF VOTING 17 STAFF CONFLICTS OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND INTEREST 18 ADMINISTRATIVE PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity ADMINISTERING MEDICINE 18 INFECTION CONTROL POLICY 18 SEXUAL HARASSMENT POLICY 20 CRITICAL DEADLINES TO REMEMBER 22 APPENDIX WORKERS' COMPENSATION FORMS 24 INTRODUCTION‌‌‌ The purpose of this handbook is to provide a quick reference of benefits, policies and administrative procedures that directly affect ESP employees of Xxxxx County School District 50. This handbook will be available to ESP employees via the intranet, new employee orientation, and a copy will be available for review in each school/department and the administration office. Please note that as of August 2002, new Board approved Quality Governance policies for Xxxxx County School District 50 became effective. All former Board policies, including those referenced in this handbook, are now considered active administrative procedures. Over the course of the year, administrative procedures and this handbook will undergo revisions and will be disseminated annually. Any questions regarding this Handbook should be directed to the Human Resources Department. EDUCATIONAL SUPPORT PROFESSIONAL (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security ESP)‌ Superintendent’s Policy #GD Note: Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIPregulations in Section GD (Support Staff) pertain to Education Support Professionals and cover all categories of staff such as secretaries, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location building aides, instructional assistants, clerical personnel, nutrition services personnel, maintenance and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADEScustodial personnel, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudbus drivers, and Implementation servicesany administrative personnel not requiring a professional certificate or license. The procurements shall be competitive at the transactional level via Request for Quotations Adopted: November 28, 1995 Revised: June 2003 DEFINITIONS EDUCATIONAL SUPPORT PROFESSIONAL An Educational Support Professional (RFQESP) includes all categories of service personnel: clerical, food service, maintenance, custodial, transportation, warehouse, and will allow an Authorized User the ability to procure within any other positions that do not require a Colorado Department of the Lots, Education license or across Lots. Contract Scopecertificate.‌

TABLE OF CONTENTS. Introduction SECTION A ‐‐ DEFINITIONS 1 CLAUSE A1 DEFINITIONS 1 SECTION B ‐‐ CONTRACTOR’S ADMINISTRATION AND SUPERVISION OF THE WORK 2 CLAUSE B1 CONTRACTOR’S PERFORMANCE GENERALLY 2 CLAUSE B2 SUPERINTENDENCE BY THE CONTRACTOR 2 CLAUSE B3 KEY PERSONNEL 2 CLAUSE B4 OTHER CONTRACTS 3 CLAUSE B5 PROJECT SITE SIGNAGE. 4 CLAUSE B6 ADVERTISEMENT 4 CLAUSE B7 PROGRESS MEETINGS 4 CLAUSE B8 MATERIAL AND WORKMANSHIP 4 CLAUSE B9 SUBSTITUTIONS 5 CLAUSE B10 INSPECTION AND TEST 5 CLAUSE B11 SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK 6 OVERVIEW CLAUSE B12 DIFFERING SITE CONDITIONS 7 CLAUSE B13 SAFETY PRECAUTIONS AND PURPOSE PROGRAMS 7 CLAUSE B14 PROTECTION OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud THE WORK AND ADJACENT PROPERTY DURING CONSTRUCTION OPERATIONS 8 Lot 4 – Implementation Services 8 PRODUCTS CLAUSE B15 EMERGENCIES ENDANGERING PERSONS OR PROPERTY 9 CLAUSE B16 HAZARDOUS MATERIALS DISCOVERED ON THE SITE 9 CLAUSE B17 SPILLS OR DISCHARGE OF CONTAMINANTS BY CONTRACTOR 9 CLAUSE B18 SOIL MANAGEMENT PROCEDURES 10 CLAUSE B19 BUILDING COMMISSIONING PROCESS 10 SECTION C ‐‐ CONSTRUCTION PRACTICES AT THE SITE 10 CLAUSE C1 FIGHTING, VANDALISM, INAPPROPRIATE BEHAVIOR, NO HARASSMENT 10 CLAUSE C2 NO WEAPONS, ALCOHOL, DRUGS, SMOKING 10 CLAUSE C3 DISPOSAL AND SALVAGE 10 CLAUSE C4 CLEANING UP 11 CLAUSE C5 JOB CONDITIONS ‐ TEMPORARY FACILITIES AND SERVICES EXCLUDED FROM 11 CLAUSE C6 USE OF FACILITIES/SITE 12 CLAUSE C7 UTILITY SHUTDOWNS 12 CLAUSE C8 ALTERATION WORK 12 CLAUSE C9 INGRESS, EGRESS, AND CIRCULATION 13 CLAUSE C10 SHORING AND BRACING 13 CLAUSE C11 WEATHER CONDITIONS/WORK IN FREEZING WEATHER 13 CLAUSE C12 PUMPING AND DRAINAGE 13 CLAUSE C13 EXPLOSIVES 14 CLAUSE C14 LAYOUT OF WORK 14 CLAUSE C15 NOISE 14 CLAUSE C16 NOT USED 14 CLAUSE C17 PARKING 14 CLAUSE C18 EXISTING BUILDING ACCESS CONTROL/SECURITY AND FIRE ALARM SYSTEMS 14 CLAUSE C19 CONSTRUCTION FENCE 15 CLAUSE C20 UTILITY MARK OUT 15 SECTION D ‐‐ RESPONSIBILITIES 15 CLAUSE D1 RESPONSIBILITIES OF THE SCOPE ARCHITECT‐ENGINEER 15 CLAUSE D2 SUBCONTRACTS 16 CLAUSE D3 PRINCETON COLLABORATIVE SYSTEM – PCS 17 SECTION E ‐‐ CONTRACT TIME: SCHEDULES, DELAYS, AND EXTENSIONS OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND TIME 18 CLAUSE E1 PROJECT SCHEDULE 18 CLAUSE E2 UPDATED PROJECT SCHEDULES AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS PROGRESS REPORTS 19 CLAUSE E3 PROGRESS AND CONFLICT COMPLETION 20 CLAUSE E4 ACCELERATION OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 THE WORK 20 CLAUSE E5 EXCUSABLE DELAYS; EXTENSION OF TIME 20 CLAUSE E6 UNEXCUSED DELAYS 22 CLAUSE E7 DETERMINATION OF CONTRACTOR’S DELAY DAMAGES 22 CLAUSE E8 DETERMINATION OF PRINCETON UNIVERSITY’S DELAY DAMAGES 22 CLAUSE E9 SUSPENSION OF WORK 23 CLAUSE E10 SUBSTANTIAL COMPLETION 23 CLAUSE E11 USE AND POSSESSION PRIOR TO COMPLETION 24 CLAUSE E12 FINAL PAYMENT 24 SECTION F ‐‐ SUBMITTALS 24 CLAUSE F1 SHOP DRAWINGS, PRODUCT DATA, SAMPLES, CERTIFIED TEST REPORTS, AND CERTIFICATES OF COMPLIANCE 24 CLAUSE F2 AS‐BUILT DRAWINGS 25 CLAUSE F3 OPERATING AND MAINTENANCE MANUALS 25 CLAUSE F4 WARRANTIES AND GUARANTEES 25 CLAUSE F5 CONSTRUCTION AND WASTE MANAGEMENT PLAN 26 CLAUSE F6 ATTIC STOCK AND SPARE PARTS 26 SECTION G ‐‐ INSURANCE AND INDEMNITY 26 CLAUSE G1 INSURANCE 26 CLAUSE G2 INDEMNIFICATION AND DEFENSE 29 CLAUSE G3 BONDS 29 SECTION H ‐‐ LEGAL REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX 30 CLAUSE H1 COMPLIANCE WITH LAWS 30 CLAUSE H2 APPLICABLE LAW §5-30 CLAUSE H3 CLAIMS, CLAIM PROCEDURES 30 CLAUSE H4 DISPUTE RESOLUTION 30 CLAUSE H5 WORK TO CONTINUE DURING DISPUTES 31 CLAUSE H6 RIGHTS AND REMEDIES 32 CLAUSE H7 NO WAIVER 32 CLAUSE H8 STATUTE OF LIMITATIONS 32 CLAUSE H9 INVOICES 32 CLAUSE H10 RELEASE/LIENS 32 CLAUSE H11 TAXES 33 CLAUSE H12 ASSIGNMENT 33 CLAUSE H13 PERMITS 33 CLAUSE H14 TERMINATION 33 CLAUSE H10 – EXHIBITS 35 EXHIBIT A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 ‐ CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS PARTIAL RELEASE AND INVOICING 21 PAYMENTS 22 MAINTENANCE CERTIFICATE OF PARTIAL PAYMENT 35 EXHIBIT B ‐ SUBCONTRACTOR’S PARTIAL RELEASE AND SUPPORT CERTIFICATE OF PARTIAL PAYMENT 35 EXHIBIT C ‐ CONTRACTOR’S FINAL RELEASE AND CERTIFICATE OF FINAL PAYMENT 35 EXHIBIT D ‐ SUBCONTRACTOR’S FINAL RELEASE AND CERTIFICATE OF FINAL PAYMENT 36 SECTION I ‐‐ MISCELLANEOUS PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS 37 CLAUSE I1 NOTICES 37 CLAUSE I2 CAPTIONS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 HEADINGS 37 CLAUSE I3 NO THIRD PARTY BENEFICIARIES 37 CLAUSE I4 OWNERSHIP AND USE OF RECYCLED OR REMANUFACTURED DOCUMENTS 37 CLAUSE I5 RETENTION OF DOCUMENTS ON SITE 37 CLAUSE I6 CONTRACTOR’S RECORDS/RIGHT TO AUDIT 38 CLAUSE I7 CONFIDENTIAL INFORMATION 38 CLAUSE I8 EQUAL OPPORTUNITY EMPLOYER 38 CLAUSE I9 ENTIRE CONTRACT 38 SECTION J – TERMS & CONDITIONS FOR FIXED PRICE TYPE CONTRACTS 38 CLAUSE J1 CHANGES 38 CLAUSE J2 PAYMENTS UNDER FIXED‐PRICE CONSTRUCTION CONTRACTS 40 SECTION K – TERMS & CONDITIONS FOR TIME‐AND MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEOT&M) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM TYPE CONTRACTS 42 CLAUSE K1 CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeCLAUSE K2 PAYMENTS UNDER TIME‐AND‐MATERIAL CONTRACTS 43 SECTION A ‐‐ DEFINITIONS CLAUSE A1 DEFINITIONS

TABLE OF CONTENTS. INTRODUCTION Page 1 Purpose and Parties to the Agreement Page 1 Guiding Principles Page 3 Roles and Responsibilities Page 4 Approach Page 4 Stakeholder Participation Page 5 Environmental Goals, Indicators, Program Commitments and Performance Measures Page 6 Programs Covered Under this Agreement Page 14 CROSS-CUTTING ISSUES Page 23 Compliance and Enforcement Page 23 Sea Level Rise Page 28 Pollution Prevention Page 30 AIR QUALITY/RADIATION Page 43 Goals/Indicators Table Page 46 Activity Commitment Table Page 55 WATER QUALITY Page 75 Goals/Indicators Table Page 79 Activity Commitment Table Page 91 Goals/Indicators Table Page 114 Activity Commitment Table Page 128 SITE REMEDIATION Page 135 Goals/Indicators Table Page 139 Activity Commitment Table Page 144 SOLID/HAZARDOUS WASTE Page 151 Introduction 6 OVERVIEW Page 152 Goals/Indicators Table Page 155 Activity Commitment Table Page 159 PESTICIDES Page 169 Introduction Page 170 Goals/Indicators Table Page 173 Activity Commitment Table Page 179 LAND AND PURPOSE NATURAL RESOURCES Page 187 Introduction Page 188 Goals/Subgoals Page 189 REFERENCES Page 191 APPENDIX A - Stakeholder Participation Listings Page 193 APPENDIX B - Core Performance Measures Page 198 LIST OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-ABBREVIATIONS ADR Alternative Dispute Resolution AEQE Air & Environmental Quality Compliance & Enforcement AIMS Air Information Management System AM Bureau of Air Monitoring AMNET Ambient Biological Network AQEng Bureau of Air Quality Engineering AQEvl Bureau of Air Quality Evaluation AQP Bureau of Air Quality Planning AQPP Air Quality Permitting Program AQRD Air Quality Regulation Development Section BIF Boilers and Industrial Furnaces BIOS Biological Database BMP Best Management Practices BOD Biochemical Oxygen Demand BPU Board of Public Utilities BRS Biennial Reporting System BSDW Bureau of Safe Drinking Water BWA Bureau of Water Allocation C&D Construction and Demolition (Waste) CAA Clean Air Act CAAA Clean Air Act Amendments CAFRA Coastal Area Facility Review Act CCMP Comprehensive Conservation Management Plan CEA Classification Exception Area CEHA County Environmental Health Act CEM Continuous Emissions Monitoring System CERCLA Comprehensive Environmental Response, Compensation & Liability Act CERTSUM Certification Summary (database) CESQG Conditionally Exempt Small Quantity Generator CFR Code of Federal Regulations CME Compliance Monitoring Evaluation CMP Comprehensive Management Plan CRIP Bureau of Chemical Release Information and Prevention CSO Combined Sewer Overflows CWA Clean Water Act CWEA Clean Water Enforcement Act CWS Community Water System CZM Coastal Zone Management CZRA Coastal Zone Reauthorization Act DELEP Delaware Estuary Program DGW Discharge to Ground Water DIFF Discharge Integrated Facility File (GIS data) DL&PS Division of Law & Public Safety DMR Discharge Monitoring Report DMV Division of Motor Vehicles DOT New Jersey Department of Transportation DRBC Delaware River Basin Commission DSHW Division of Solid and Hazardous Waste DSR Division of Science and Research DSW Discharge to Surface Water DWQ Division of Water Quality ECOS Environmental Council of the States EPA/USEPA Environmental Protection Agency FC Fecal Coliform FDA Food and Drug Administration FIFRA Federal Insecticide, Fungicide and Rodenticide Act FY Fiscal Year GICS Grants Information Control System (financial database) GIS Geographic Information System GPS Global Positioning System GRTS Grants Reporting and Tracking System (financial database) GW Ground Water GWQS Ground Water Quality Standards HAA Haloacetic acid HEP Harbor Estuary Program (NY/NJ) HHW Household Hazardous Waste HPV High Priority Violation HSWA Hazardous and Solid Waste Amendments (to RCRA) HUC Hydrologic Unit Code HW Hazardous Waste IEC Immediate Environmental Concern IOCs Inorganic Compounds ISRA Industrial Site Recovery Act LA Load Allocation lbs Pounds LDF Land Disposal Facility LEV Low Emission Vehicle LQG Large Quantity Generator LUR Land Use Regulation (Program) MCL Maximum Contaminant Level MGT Management MOA Memorandum of Agreement MOU Memorandum of Understanding MSW Municipal Solid Waste MWA Municipal Wastewater Assistance (Program) N/A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 Not Applicable NAAQS National Ambient Air Quality Standards NEPPS National Environmental Performance Partnership System NESCAUM Northeast States for Coordinated Air Use Management NESHAPS National Emission Standards for Hazardous Air Pollutants NFA No Further Action NJ New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCEJersey NJDA New Jersey Department of Agriculture NJDEP/SUPPORT AND WARRANTY WORK 20 DEP New Jersey Department of Environmental Protection NJGS New Jersey Geological Survey NJPDES New Jersey Pollutant Discharge Elimination System NJSA New Jersey Statutes Annotated NOAA National Oceanic and Atmospheric Administration NOx Nitrogen Dioxide NPS Nonpoint source NRCS Natural Resources Conservation Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions NSR Bureau of Reseller(sNew Source Review NSSP National Shellfish Sanitation Program NTNC Nontransient, Noncommunity Water System O and D Origin and Destination (Form) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State OEC Office of General Services Enforcement Coordination OEP Office of Environmental Planning OIRM Office of Information Resources Management OM Operation and Maintenance ONLM Office of Natural Lands Management OP Bureau of Operating Permits OPIA Office of Permit Information and Assistance OQA Office of Quality Assurance ORD Office of Research and Development OSP Office of State Planning OTAG Ozone Transport Assessment Group OTC Ozone Transport Commission XXXX Office of Telecommunications and Information Systems OTR Ozone Transport Region P & F Parks and Forestry (OGS), New York Division) PCBs Polychlorinated Biphenyls PCP Pesticide Control Program PCS Permit Compliance System (database) PPA Performance Partnership Agreement PPB parts per billion PPG Performance Partnership Grant PPM parts per million XXX Point of Entry POTW Sewage Treatment Plant PWS Public Water System Q & A Database QA/QC Quality Assurance/Quality Control QAMP Quality Assurance Management Plan RACT Reasonably Available Control Technology RCRA Resource Conservation and Recovery Act RCRIS Resource Conservation & Recovery Information System RIMS Regional Integrated Management System RMW Regulated Medical Waste RVP Xxxx Vapor Pressure S-1070 NJSA 58:10B-12 and NJSA 13:1K-9 SCC Soil Cleanup Criteria SDWA Safe Drinking Water Act SDRD State Procurement is responsible for developing Development and managing centralized Contracts for all New York Redevelopment (Plan) SEP Supplemental Environmental Project SFY State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized Fiscal Year SIP State Implementation Plan SIRG State Indoor Radon Xxxxx XXX Significant Indirect User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeSMAC State Mapping Advisory Committee SNAP Significant Non-Compliance Action Plan SNC Significant Non-compliance SO2 Sulfur Dioxide

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 SUBPART A. General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION CLAUSE 1. EFFECTIVE DATE 3 CLAUSE 2. BUDGET PERIOD/PERIOD OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 3 CLAUSE 3. COMPLIANCE WITH FEDERAL, STATE STATE, AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE MUNICIPAL LAW 3 CLAUSE 4. INCONSISTENCY WITH FEDERAL LAW 3 CLAUSE 5. ORDER OF PRECEDENCE 3 CLAUSE 6. FEDERAL STEWARDSHIP AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT SUBSTANTIAL INVOLVEMENT 4 CLAUSE 7. NEPA REQUIREMENTS 6 CLAUSE 8. FOREIGN WORK AND TRAVEL 7 CLAUSE 9. PURCHASES 8 CLAUSE 10. LOBBYING 8 CLAUSE 11. EXPORT CONTROLS 9 CLAUSE 12. PUBLICATIONS 9 CLAUSE 13. NO-COST EXTENSION 9 CLAUSE 14. PROPERTY – IMPLEMENTATION SPECIFIC TERMS SUPPLIES AND CONDITIONS 41 REQUEST FOR QUOTATION EQUIPMENT 10 CLAUSE 15. RECORD RETENTION 11 CLAUSE 16. AUDITS 11 CLAUSE 17. CLAIMS, DISPUTES, AND APPEALS 12 SUBPART B. Financial Provisions 13 CLAUSE 18. MAXIMUM OBLIGATION 13 CLAUSE 19. COST SHARING 13 CLAUSE 20. REFUND OBLIGATION 14 CLAUSE 21. ALLOWABLE COSTS 14 CLAUSE 22. INDIRECT COSTS 15 CLAUSE 23. PRE-AWARD COSTS 15 CLAUSE 24. PATENT COSTS 16 CLAUSE 25. PAYMENT PROCEDURES 16 CLAUSE 26. BUDGET CHANGES 19 SUBPART C. Miscellaneous Provisions 20 CLAUSE 27. CORPORATE FELONY CONVICTION AND FEDERAL TAX LIABILITY ASSURANCES 20 CLAUSE 28. NON-ASSIGNABILITY 20 CLAUSE 29. CONFERENCE SPENDING 21 APPENDIX A: 22 APPENDIX B: 26 Subpart A. General Provisions EFFECTIVE DATE The effective date of this Award is stated in Block 27 of the Cover Page (RFQAssistance Agreement Form). BUDGET PERIOD/PERIOD OF PERFORMANCE The budget period and period of performance are stated in Block 7 of the Cover Page (Assistance Agreement Form) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials to this Award. COMPLIANCE WITH FEDERAL, STATE, AND MUNICIPAL LAW The Prime Recipient is required to comply with applicable Federal, state, and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing local laws and managing centralized Contracts regulations for all New York State Authorized Userswork performed under this Award. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User The Prime Recipient is required to procure from specific Lots for Softwareobtain all necessary Federal, Hardware, Cloudstate, and Implementation services. The procurements shall be competitive at the transactional level via Request local permits, authorizations, and approvals for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scopeall work performed under this Award.

TABLE OF CONTENTS. Introduction 6 OVERVIEW INTRODUCTION TO HEALTH NET 7 How to Obtain Care SELECT 1 (HMO) 7 How to Obtain Care SELECT 2 (PPO) 10 How to Obtain Care SELECT 3 (OON) 11 Transition of Care For New Enrollees 11 Emergency and Urgently Needed Care through Your SELECT Plan 12 SCHEDULE OF BENEFITS AND PURPOSE COPAYMENTS – SELECT 1 16 OUT-OF-POCKET MAXIMUM- SELECT 1 24 SCHEDULE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 BENEFITS AND COPAYMENTS – Software 6 Lot SELECT 2 – Hardware 7 Lot AND SELECT 3 – Cloud 8 Lot 4 – Implementation 25 OUT-OF-POCKET MAXIMUM-SELECT 2 AND SELECT 3 33 ELIGIBILITY, ENROLLMENT AND TERMINATION 34 Who Is Eligible for Coverage 34 How to Enroll for Coverage 34 Special Reinstatement Rule For Reservists Returning From Active Duty 38 Special Reinstatement Rule Under USERRA 38 Transferring to Another Contracting Physician Group 38 When Coverage Ends 39 Extension of Benefits 43 Conversion Privilege 44 COVERED SERVICES AND SUPPLIES 45 Medical Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required 45 Prescription Drugs (SELECT 1, SELECT 2 and SELECT 3) 57 Chiropractic Services and Supplies 62 Mental Disorders and Chemical Dependency Benefits 63 CERTIFICATION REQUIREMENT 69 EXCLUSIONS AND LIMITATIONS 72 Services and Supplies 72 Prescription Drugs 81 Chiropractic Services 84 GENERAL PROVISIONS 86 When the Plan Ends 86 When the Plan Changes 86 Customer Contact Center Interpreter Services 86 Members’ Rights and Responsibilities Statement 86 Grievance, Appeals, Independent Medical Review and Arbitration 87 Department of Managed Health Care 90 Involuntary Transfer to Complete Implementation 41 Negotiation Another Primary Care Physician or Contracting Physician Group 91 Medical Malpractice Disputes 92 Relationship of Final Project Plan 42 SINGLE POINT Parties 94 Coordination of Benefits 95 Government Coverage 99 Workers’ Compensation 100 MISCELLANEOUS PROVISIONS 101 DEFINITIONS 108 NOTICE OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS LANGUAGE SERVICES 120 Introduction to Health Net Page 7 INTRODUCTION TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office HEALTH NET Welcome to the SELECT program, a product of General Services Health Net, a Health Care Service plan regulated by the California Department of Managed Health Care. Health Net SELECT provides three types of coverage: the full protection of a Health Maintenance Organization (OGS)HMO) through SELECT 1, New York State Procurement is responsible for developing the flexibility of a Preferred Provider Organization or PPO Network through SELECT 2 and managing centralized Contracts for all New York State Authorized Usersthe traditional indemnity arrangement through SELECT 3. NYS Procurement has developed this new contracting model for Information Technology This Evidence of Coverage (ITEOC) procurement which will enable an Authorized User explain the SELECT 1, SELECT 2 and SELECT 3 Tiers that are available to procure from specific Lots for Softwareyou as a Health Net SELECT Member. Some Hospitals and other providers do not provide one or more of the following services that may be covered under your Evidence of Coverage and that you or your Family Member might need: family planning; contraceptive services, Hardwareincluding emergency contraception; sterilization, Cloud, and Implementation services. The procurements shall be competitive including tubal ligation at the transactional level via Request for Quotations (RFQ) time of labor and will allow an Authorized User the ability to procure within any of the Lotsdelivery; Infertility treatments; or abortion. You should obtain more information before you enroll. Call your prospective doctor, medical group, independent prac- xxxx association or clinic, or across Lotscall Health Net’s Customer Contact Center at 1-800-676- 6976 to ensure that you can obtain the Health Care Services that you need. Contract ScopeIf You Are Enrolled In A Plan That Is Subject To ERISA, 29 U.S.C. 1001 et seq., a federal law regulating some plans: IN ADDITION TO THE RIGHTS SET FORTH IN THIS EVIDENCE OF COVERAGE, YOU MAY HAVE RIGHTS UNDER APPLICABLE STATE LAW OR REGULATIONS AND/OR UNDER THE FEDERAL ERISA STATUTE. If You Are Enrolled In A Plan That Is Not Subject To ERISA: IN ADDITION TO THE RIGHTS SET FORTH IN THIS EVIDENCE OF COVERAGE, YOU MAY HAVE RIGHTS UNDER APPLICABLE STATE OR FEDERAL LAWS OR REGULATIONS. Contact your Employer to determine if you are enrolled in a Plan that is subject to ERISA. Please read this entire Evidence of Coverage so you will understand how your benefits work.

TABLE OF CONTENTS. Introduction 6 OVERVIEW PART A TECHNICAL MATTERS 1 TITLE 1 COVERAGE 1 DURATION 1 DELEGATIONS 1 GENERAL GUIDANCE AND PURPOSE INTERPRETATION 1 DEFINITIONS 1 PART B CONSULTATION AND DISPUTE RESOLUTION 4 NATIONAL STAFF CONSULTATIVE FORUM 4 CONSULTATION 4 DISPUTE RESOLUTION 5 PART C REMUNERATION 7 SALARY 7 ALLOWANCES 9 OVERTIME 11 DOMESTIC TRAVEL 13 OVERSEAS TRAVEL 13 RELOCATION ASSISTANCE 13 REMOTE LOCALITIES ASSISTANCE 13 INDIVIDUAL FLEXIBILITY ARRANGEMENTS 15 SUPERANNUATION 15 ADDITIONAL MATTERS 16 PART D WORKING ARRANGEMENTS 17 HOURS OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 DUTY 17 FLEXIBLE WORK ARRANGEMENTS 18 HEALTH AND SAFETY 19 PART E LEAVE AND PUBLIC HOLIDAYS 21 ANNUAL LEAVE 21 PERSONAL/CARER’S LEAVE 22 COMPASSIONATE / BEREAVEMENT LEAVE 23 CAREER INTERVAL LEAVE 23 MISCELLANEOUS LEAVE 23 COMMUNITY SERVICE LEAVE 23 DEFENCE RESERVISTS LEAVE 24 DEFENCE SERVICE SICK LEAVE 24 LONG SERVICE LEAVE 25 MATERNITY, MATERNAL, ADOPTION/FOSTERING, PARENTAL LEAVE 25 ADOPTION/FOSTERING LEAVE 26 DOMESTIC AND FAMILY VIOLENCE 27 PUBLIC HOLIDAYS 27 ADDITIONAL HOLIDAY 28 CHRISTMAS SHUTDOWN 29 PORTABILITY OF LEAVE 29 RECOGNITION OF PRIOR SERVICE FOR PERSONAL/CARER’S LEAVE 29 EXPENSES – Software 6 Lot 2 CANCELLATION OF LEAVE OR RECALL TO DUTY 29 UNAUTHORISED ABSENCE 29 PART F IMPROVING SKILLS AND PERFORMANCE 30 PERFORMANCE FEEDBACK 30 MANAGING UNDERPERFORMANCE 30 LEARNING AND DEVELOPMENT 31 STUDY ASSISTANCE 31 PART G BROADBANDS AND ADVANCEMENT 32 PART H REDEPLOYMENT, REDUNDANCY AND RESIGNATION 33 REDEPLOYMENT AND REDUNDANCY 33 RESIGNATION 37 ATTACHMENT A – Hardware 7 Lot 3 SALARY RATES 38 ATTACHMENT B – Cloud 8 Lot 4 SUPPORTED WAGE SYSTEM 41 ATTACHMENT C – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-ALLOWANCES 43 INDEX 44 PART A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves TECHNICAL MATTERS Title This Agreement made under section 172 of the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(sFair Work Act 2009 (FW Act) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at known as the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeDVA Enterprise Agreement 2019 – 2022.

TABLE OF CONTENTS. Introduction ARTICLE PAGE NUMBER 1 BARGAINING AGENCY 6 OVERVIEW 2 DEFINITION OF BARGAINING UNIT EMPLOYEE 6 3 MANAGEMENT 7 4 WORKING CONDITIONS 7 5 HOURS OF WORK, Shift Premiums, etc. 8 6 OVERTIME 10 7 CALL TIME 10 8 EMERGENCY PROTOCOLS 9 WAGES 10 TRAVEL TIME 11 11 PREPARATION TIME 12 12 LAYOVER TIME 12 13 TEMPORARY TRANSFER 12 14 PERMANENT TRANSFER 14 15 STATUTORY HOLIDAYS 16 16 VACATIONS 17 17 INSURANCE COVERAGE 19 TRAVEL ACCIDENT 19 GROUP LIFE & A.D. & D 20 TOOL INSURANCE & TOOL ALLOWANCE 20 18 MEDICAL AND PURPOSE DENTAL COVERAGE 21 19 INCOME CONTINUANCE COVERAGE 22 20 SICK LEAVE 00 00 XXXXXXXXXXX XXXXX 00 00 JURY DUTY 24 23 UNION NOTICES AND SHOP STEWARDS 24 24 MOONLIGHTING 24 FINNING (CANADA) ARTICLE PAGE NUMBER 25 GENERAL PROVISIONS 25 ARCTIC PARKAS 25 GLOVES 25 COVERALLS AND SMOCKS 25 COLD WEATHER 25 CUSTOMER ASSISTED REPAIR 25 FIRST AID 26 LUNCH ROOM 26 COMPANY OWNED TOOLS 26 HARD HATS & RAIN JACKETS 26 SAFETY GLASSES 26 SAFETY BOOTS 27 WELDING GLOVES 27 TRAINING SESSIONS, MEETINGS AND INTERVIEWS 27 WASH ROOM 28 26 SENIORITY AND LAYOFF 28 27 SEVERANCE 30 28 GRIEVANCES AND COMPLAINTS 31 29 ARBITRATION 32 30 DEFINITIONS OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE CLASSIFICATIONS 33 31 APPRENTICES 36 32 SAVINGS CLAUSES 38 33 TECHNOLOGICAL OR PROCEDURAL CHANGES 39 34 CONTRACTING OUT 40 35 DEFINED CONTRIBUTION 41 36 DURATION OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(sAGREEMENT 42 FINNING (CANADA) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeARTICLE PAGE NUMBER

TABLE OF CONTENTS. Introduction ARTICLE ------- 1 TERMS 2 COMMENCEMENT AND EXPIRATION DATES 3 PAYMENT OF RENT 4 SECURITY DEPOSIT 5 USES 6 OVERVIEW LATE CHARGES 7 REPAIRS AND PURPOSE MAINTENANCE 8 UTILITIES AND SERVICE 9 COST OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS SERVICES AND SERVICES EXCLUDED FROM THE SCOPE UTILITIES 10 PROPERTY TAXES 11 LIABILITY AND CASUALTY INSURANCE 12 FIRE INSURANCE - FIXTURES AND EQUIPMENT 13 DAMAGE OR DESTRUCTION 14 ALTERATIONS AND ADDITIONS: REMOVAL OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND FIXTURES 15 ACCEPTANCE OF PREMISES 16 TENANT IMPROVEMENTS 17 ACCESS 18 WAIVER OF SUBROGATION 19 INDEMNIFICATION 20 ASSIGNMENT AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS SUBLETTING 21 ADVERTISING 22 LIENS 23 DEFAULT 24 SUBORDINATION AND CONFLICT ATTORNMENT 25 SURRENDER OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 POSSESSION 26 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS WAIVER 27 HOLDOVER 28 CONDEMNATION 29 NOTICES 30 MORTGAGEE PROTECTION 31 COSTS AND EXTENSION ATTORNEYS' FEES 32 BROKERS 33 LANDLORD'S LIABILITY 34 ESTOPPEL CERTIFICATES 35 FINANCIAL STATEMENTS 36 TRANSFER OF USE 24 EXPIRATION LANDLORD'S INTEREST 37 RIGHT TO PERFORM 38 SUBSTITUTED PREMISES 39 SALES AND AUCTIONS 40 ROOFTOP EQUIPMENT 41 SECURITY 42 AUTHORITY OF CONTRACT; SURVIVAL TENANT 43 NO ACCORD OR SATISFACTION 44 MODIFICATIONS FOR LENDER 45 PARKING 46 GENERAL PROVISIONS 47 RULES AND REGULATIONS 48 NO WARRANTIES OR REPRESENTATIONS BY LANDLORD 49 LANDLORD'S CONSENT OR APPROVAL 50 WAIVER OF AUTHORIZED USER AGREEMENTS 24 Lot 4 TRIAL BY JURY EXHIBIT A - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE LOCATION AND DIMENSIONS OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT PREMISES EXHIBIT B - RENT INCREASES EXHIBIT C - TENANT WORK FUNDINGS EXHIBIT D - HVAC SPECIFICATIONS EXHIBIT E - CLEANING SPECIFICATIONS EXHIBIT F - SECONDARY FIBER CONDUIT RIDER LEASE ----- THIS LEASE (ADAthe "Lease") 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVELis made this 6th day of December, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity 1994, by and between Aetna Life Insurance Company, a Connecticut corporation (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS"Landlord"), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwarec/o Xxxxxxxx Xxxx Company, Hardware0000 00xx Xx., CloudX.X., Xxxxxxxxxx, X.X. 00000, and Implementation servicesTelephone Business Meetings, Inc., dba Access Conference Call Service, a Delaware corporation ("Tenant"), having an address of 0000 X Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000 prior to the Lease Commencement Date (and the Premises thereafter). The procurements shall be competitive at the transactional level via Request Landlord, for Quotations (RFQ) and will allow an Authorized User the ability to procure within any in consideration of the Lotsrents and all other charges and payments hereunder and of the covenants, or across Lots. Contract Scopeagreements, terms, provisions and conditions to be kept and performed hereunder by Tenant, demises and leases to Tenant, and Tenant hereby hires and takes from Landlord, the premises described below ("Premises") , subject to all matters hereinafter set forth and upon and subject to the covenants, agreements, terms, provisions and conditions of this Lease for the term hereinafter stated.

TABLE OF CONTENTS. Introduction 6 SECTION ONE – PERFORMANCE PARTNERSHIP OVERVIEW 1 PURPOSE 1 GUIDING PRINCIPLES AND PURPOSE STRATEGIES 2 ECOLOGY AND EPA’S MISSIONS AND GOALS 2 MEASURING FOR ENVIRONMENTAL RESULTS 4 AGREEMENT COVERAGE 5 QUALITY ASSURANCE AND EVALUATION PROCESS 8 PUBLIC INVOLVEMENT 9 SECTION TWO: COMPLIANCE ASSURANCE OVERVIEW 10 COMPLIANCE ASSURANCE PRINCIPLES 10 EPA NATIONAL PRIORITIES/REGION 10 INITIATIVES 10 POLICY 11 TRAINING 12 COMPLIANCE ASSISTANCE 12 ALTERNATIVE METHODS OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 ACHIEVING COMPLIANCE 13 MEASURING SUCCESS 13 PROGRAM EVALUATIONS 14 SECTION THREE: AIR QUALITY PROGRAM 15 DESCRIPTION 15 GOALS 15 ENVIRONMENTAL INDICATORS 15 JOINT ENVIRONMENTAL INITIATIVES 16 JOINT ENVIRONMENTAL INITIATIVE: TOXICS 16 JOINT ENVIRONMENTAL INITIATIVE: AMBIENT AIR MONITORING 19 JOINT ENVIRONMENTAL INITIATIVE – Software 6 Lot 2 REGIONAL HAZE / VISIBILITY 20 BASE OBJECTIVES AND ACTIVITIES 21 SECTION FOUR: HAZARDOUS WASTE PROGRAM 25 DESCRIPTION 25 PROGRAM GOALS AND PRIORITIES 25 ENVIRONMENTAL AND PERFORMANCE INDICATORS 26 ACTIVITIES TO BE PERFORMED BY ECOLOGY AND EPA 27 INFORMATION MANAGEMENT 28 COMPLIANCE ASSURANCE 29 TECHNICAL ASSISTANCE 30 CLOSURE and CORRECTIVE ACTION 30 PERMITTING 31 AUTHORIZATION 31 EPA COORDINATION and CONTRACTS 32 SECTION FIVE: WATER PROGRAM 33 PRIORITIES 33 A. TMDLS 33 B. CWA – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS ESA INTEGRATION 34 C. CLEAN WATER ACTION PLAN 34 D. COMPLIANCE ASSURANCE AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS ENFORCEMENT 35 CORE PERFORMANCE MEASURES 35 A. WATER QUALITY MEASURES 35 B. OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES ENFORCEMENT AND COMPLIANCE ASSURANCE REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE36 C. OTHER REPORTING 36 ACTIVITIES 37 A. TMDL DEVELOPMENT AND IMPLEMENTATION 37 B. CWA – ESA INTEGRATION 38 C. CLEAN WATER ACTION PLAN 39 D. COMPLIANCE AND ENFORCEMENT 39 E. POINT SOURCE MANAGEMENT THROUGH NPDES AND PRETREATMENT 46 F. NONPOINT SOURCE POLLUTION CONTROL 47 G. WATER QUALITY STANDARDS 48 H. GROUNDWATER PROTECTION (INCLUDES UNDERGROUND INJECTION CONTROL) 49 I. COLUMBIA/SUPPORT SNAKE RIVER MAINSTEM 50 J. PUGET SOUND/GEORGIA BASIN 51 K. FINANCIAL MANAGEMENT 52 SECTION SIX: ECOSYSTEM INITIATIVES AND WARRANTY ACTIVITIES 53 JOINT WATERSHED BASED WORK 20 Service Reports 53 YAKIMA WATERSHED 53 SKAGIT WATERSHED 55 401/CZM PERMITTING 55 WETLANDS PROTECTION AND RESTORATION 57 SEDIMENTS 57 BIOSOLIDS 59 SECTION SEVEN: RESPONSIVENESS SUMMARY 60 AIR QUALITY 60 JOINT ENVIRONMENTAL INITIATIVE: TOXICS 60 WHEAT STUBBLE/AGRICULTURAL BURNING 62 CO MAINTENANCE PLAN and TITLE V OPERATING PERMITS 62 WATER QUALITY 63 THE COLUMBIA RIVER SPILL PROGRAM & NMFS WATER QUALITY TEAM 63 SECTION ONE – PERFORMANCE PARTNERSHIP OVERVIEW‌‌‌ This Environmental Performance Partnership Agreement (PPA) documents proposed contractual commitments between the Washington Department of Ecology (Ecology) and the U.S. Environmental Protection Agency (EPA). The proposal includes activities of the water, waste and air programs of Ecology and EPA for Authorized User 20 Service Reports the period from July 1, 1999 to June 30, 2001. This agreement will be the first biennial PPA for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions this state; it is scheduled to coincide with the state biennial budget process. From the early 1980s through 1995, the State of Reseller(sWashington and EPA Region 10 participated in a State-EPA Agreement (SEA). This agreement encompassed the environmental priorities shared by several state agencies (Ecology, Health and Agriculture) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/and EPA Region 10. In 1995, state environmental agencies and EPA agreed to move to a National Environmental Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT Partnership System (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSNEPPS), New York State Procurement is responsible with an Environmental Performance Partnership Agreement (PPA) taking the place of the SEA. The purpose of the change has been to put greater focus on the environmental results of the activities that address our shared activities, and to provide states with more flexibility in managing environmental programs. As priorities for developing environmental investment evolve, the PPA will continue to reflect those changes. The basis for the commitments and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has plans contained in this PPA are the result of joint Ecology and EPA management and staff agreements developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User year. Comments on the Draft PPA were taken into consideration in preparing the final FY 2000-2001 Agreement. In developing this Environmental Performance Partnership Agreement, particular attention has been paid to procure from specific Lots for Software, Hardware, Cloud, assessing reporting requirements and Implementation servicesplanning collaborative projects in all three environmental media. The procurements shall be competitive at nationally recommended Core Performance Measures have been assessed by both agencies, using common criteria, in order to limit reporting commitments to measures that are cost-effective and provide useful information to the transactional level via Request for Quotations (RFQ) agencies and will allow an Authorized User to the ability to procure within any of the Lots, or across Lots. Contract Scopegeneral public.

TABLE OF CONTENTS. Introduction ABSTRACT 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot INTRODUCTION 7 Executive Functions in Acquired Brain Injury 7 Social cognition in Acquired Brain Injury (ABI) 8 Neuroanatomy of Social Cognition and Executive Function 10 Rehabilitation for Social Cognition Difficulties 12 Cognitive Rehabilitation and Content-Free Cueing 14 Study Aims and Overview 15 METHOD 17 Design 17 Measures 17 Strange Stories Task (Xxxxx, 1994) 17 Neuropsychological battery 19 Social cognition and executive function questionnaires 20 Training Procedure 21 Materials 21 Training 22 Experimental Manipulation 22 Strategy cue condition 22 Tally cue control condition 23 Procedure 25 Hypotheses 25 Data Analyses 26 Primary outcome 26 Supplementary analyses 26 Participants 26 Participant demographics 27 Sample characteristics: cognitive functions 29 Sample characteristics: questionnaires 30 RESULTS 31 Strange Stories Task 31 Recall of original instructions 31 SST descriptives 32 Hypothesis testing 1: Accuracy 33 Hypothesis testing 2: Executive function A 34 Hypothesis testing 3: Executive function B 34 Supplementary Analyses 35 Response times 35 Correlations: pre-morbid function 35 Correlations: executive function 36 Correlations: questionnaires 36 Participant feedback 37 DISCUSSION 37 Summary of Findings 37 Limitations 39 Directions for Future Research 42 Implications for Clinical Practice 42 Conclusions 43 REFERENCES 45 APPENDIX 1 – Software 6 Lot HRA APPROVAL 65 APPENDIX 2 – Hardware 7 Lot STRANGE STORIES TASK 72 APPENDIX 3 – Cloud 8 Lot THEORY OF MIND TRAINING 98 APPENDIX 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT XXX TRAINING INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope99

TABLE OF CONTENTS. Introduction Contents Pg. # INSTRUCTIONS TO BIDDERS (ITB) 5 Source of Funds 5 Eligible Bidders 5 Eligible Goods and Services 5 Cost of Bidding 5 The Bidding Procedure 5 Content of the Bidding Documents 6 OVERVIEW Clarification of Bidding Documents 6 Amendment of Bidding Documents 7 PREPARATION OF BIDS 7 Language of Bid 7 Documents Comprising of Bid 7 Bid Form and Price Schedule 7 Bid Prices 7 Bid Currencies 8 Documents Establishing bidder's Eligibility and Qualification 8 Bid Security 8 Bid Validity 8 Format and Signing of Bid 9 SUBMISSION OF BID 9 Sealing and Marking of Bid 9 Deadline for Submission of Bid 10 Late Bid 10 Withdrawal of Bid 10 OPENING AND PURPOSE EVALUATION OF THIS BID 10 Opening of Bid 10 Clarification of Bids 11 Preliminary Examination 11 Evaluation & Comparison of Bids 11 Evaluation Criteria 12-14 Performance Guarantee 15 Signing of Contract 15 Contacting the Procuring Agency 15 Qualification and Disqualification of Bidders 15 Rejection of Bids 16 Re-Bidding 16 Announcement of Evaluation Report 16 AWARD OF CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM Acceptance of Bid and Award Criteria 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the Procuring agency’s right to vary quantities at time of award 16 Limitations on Negotiations 16 Notification of Award 17 Termination of the Contract 17 Corrupt and Fraudulent Practices 17 GENERAL CONDITONS OF CONTRACT 18 Authorized User Reserved Rights Definitions 18 LIVING WAGE Application 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Standards 18 Use of Contract Terms Documents and Information 19 Labeling and Packing of the Medicines 19 Delivery of Documents 19 Payment, Prices, Contract Amendments, Penalties/liquidated Damages 19 Governing Languages 20 Applicable Law & Schedule of Requirements 20 Price Schedule 21 Condition for Responding to TENDER FORM (FORMAT) 22 PERFORMANCE GUARANTEE (FORMAT) 23 AFFIDAVIT (FORMAT) 24 PUNJAB HEALTH FACILITIES MANAGEMENT COMPANY PRIMARY & SECONDARY HEALTHCARE DEPARTMENT GOVERNMENT OF THE PUNJAB INVITATION FOR BIDS FRAMEWORK CONTRACT FOR THE PROCUREMENT OF MEDICINES/SURGICAL DISPOSABLES DAY TO DAY BASIS LOCAL PURCHASE (FY 2018-19 & 2019-20) FOR GOVERNMENT MATERNITY HOSPITAL, XXXXXX ROAD, LAHORE [ Sealed bids are invited from well reputed & registered firms/Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenancedistributors/Support Agreement Provisions 22 MaintenancePharmacies/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Medical stores and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT experienced suppliers registered with Sales Tax (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQFiler) and will allow an Authorized User Income Tax (Filer) departments and involved in the ability business of medicine, for the Framework Contract for the procurement of Medicines / Surgical Disposables (Day to procure within any of the LotsDay Basis Local Purchase) FOR Government Maternity Hospital, or across Lots. Contract ScopeXxxxxx Road, Lahore for FY 2018-19 & 2019-20 under Punjab Procurement Rules 2014.

TABLE OF CONTENTS. Introduction TABLE OF CONTENTS i INSTRUCTIONAL STAFF DIRECTORY 1 ADMINISTRATION, SUPERVISION & SUPPORT PERSONNEL 2 BOARD OF EDUCATION OFFICERS & MEMBERS 2 2019-2020 SCHOOL CALENDAR 3 DAILY SCHEDULE OF CLASS PERIODS 4 SCHOOL DISTRICT FLOOR PLAN 5 ACADEMIC ACHIEVEMENT 6 OVERVIEW ACTIVITIES 6 ANNOUNCEMENTS & BULLETIN BOARDS 7 ATTENDANCE & HOMEWORK REQUESTS 7 BACKPACKS/BOOK BAGS/PURSES 10 BEHAVIORAL EXPECTATIONS 10 BUSING/TRANSPORTATION 11 CANCELLATION OF SCHOOL 13 CHILD CARE 13 CHROMEBOOK USAGE AGREEMENT 13 COLLEGE-TECH SCHOOL VISITATIONS 14 CONDUCT AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 COURTESY 14 COUNSELING SERVICES 17 DIRECTORY INFORMATION 17 DRESS 17 FAMILY ACCESS 19 FEES, FINES AND CHARGES 19 FIELD TRIPS 19 FIRST AID 20 GRADE PLACEMENT 20 (Continued on next page) GRADUATION REQUIREMENTS 21 HALL PASSES 21 HARASSMENT POLICY 21 HONORS PASS PROGRAM 22 LIBRARY PROCEDURES 23 LOCKERS AND LOCKS 23 LUNCH/BREAKFAST 24 MAJORITY AGE STUDENTS 24 MEDICATION AT SCHOOL 24 MONEY AT SCHOOL 25 MONEY AND ACCOUNTS – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves (information for the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Treasurer of Reseller(san organization) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 25 NON-STATE AGENCIES DISCRIMINATION POLICY AND EQUAL EDUCATION 25 OPTIONS PROGRAMS 25 PHYSICAL EDUCATION 26 PLAGIARISM 26 SCHEDULE CHANGES 27 SCHOOL SAFETY 27 SEMESTER EXAMS 27 SOCIAL REGULATIONS 28 SOLICITATION BY STUDENTS 28 SPECTATOR BEHAVIOR 29 STANDARDIZED TESTING 29 STUDENT PLANNER 29 TEACHER MAILBOXES 29 TECHNOLOGY USE/CODE OF CONDUCT 30 TELEPHONE MESSAGE PROCEDURES 30 TEXTBOOK SERVICE 30 THREATS 30 TRAFFIC WITHIN SCHOOL 30 (Continued on next page) TRITON/ONLINE COURSES 30 VISITORS TO SCHOOL 31 WEAPONS 31 WORK PERMIT 31 MISCELLANEOUS 31 HOW TO GET HELP WITH A CONCERN 32 STUDENT ACTIVITIES HANDBOOK INTRODUCTION 33 EXTRA CURRICULAR PARTICIPANTS 34 ELIGIBILITY 34 GENERAL RULES FOR PARTICIPATION IN CENTRALIZED CONTRACTS ACTIVITIES 35 CRITERIA FOR HOLDING AN OFFICE IN ANY ACTIVITY 36 WIAA RULES FOR PARTICIPATION IN ATHLETICS 37 ACTIVITY CODE PENALTIES 37 A. ALCOHOL, TOBACCO AND EXTENSION DRUGS VIOLATIONS 37 B. CONDUCT UNBECOMING TO A STUDENT VIOLATIONS 39 C. REPORTING OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS A VIOLATION 40 CONTRACTOR PERFORMANCE AUDIT D. STUDENT SELF DISCLOSURE 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION E. INVESTIGATION PROCESS 41 BACKGROUND CHECKS APPEAL PROCESS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development BULLYING/HARASSMENT INCIDENT REPORT FORM 42 STUDENT AND ACTIVITY HANDBOOK AGREEMENT FORM 44 INSTRUCTIONAL STAFF DIRECTORY Xxxxxxxxx, Xx. Xxxxxxx Music Xxxxxxxx,Xx. Xxxxx HS/MS Math Xxxxx, Mrs. Xxxxxxxx HS/MS Science Xxxxxx-Xxxxx, Xxx. Xxxxxx Xxxxxxxxx Xxxxxxx, Mrs. Xxxxx MS/HS Business Xxxxxxx, Xx. Xxxxxx HS Resource Xxxxxxx, Mrs. Xxxxxxxxx XXX/MS/HS Resource Xxxxxx, Mrs. Xxxxx HS/XX. Xxx Xx Xxxxxxxx-Xxxxxxx, Mrs. Xxxx MS/HS Band Xxxxxx, Xx. Xxxxx XX Xxxx Xxxxxxxxxxxxx, Mr. Xxx Health and Phy Xx Xxxxxxxxxxxxx, Mrs. Xxxxx XX Xxxxxxx Xxxxxx-Xxxxx, Mr. Xxxx Xxxxxxx/ASP Coordinator Runge, Mrs. Xxxxx 6th Gr. Math/Reading/Science/8th Gr. Science Xxxxx, Mrs. Xxxx Agriculture Xxxxxxxxx, Xx. Xxxx HS Science Xxxxxx, Xxx. Xxxxx MS/HS English Szwet, Mr. Xxxxx 8th Gr./HS Tech Xx Xxxxxx, Mr. Xxxxx MS Social Studies Xxxxxx, Mrs. Xxxxxxx XX Xxxxxxx/Triton Coordinator Xxxxxxxx, Mrs. Xxx MS Resource Xxxxxxxx, Ms. Xxxxxx MS/HS Art Xxxxx, Mr. Xxxxx HS Social Studies ADMINISTRATIVE, SUPPORT & DISTRICT STAFF ADMINISTRATION Xxx. Xxxxx Xxxxxx District Administrator PH: 920-842-2178 ext. 1042 Xxx. Xxxxxx Xxxx Principal PH: 920-842-2181 ext. 1004 Xxx. Xxxxxxxx Xxxxx Director of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation Special Education/PST/Director of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized UsersCurriculum PH: 920-842-2178 ext. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope1181

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Definitions and References1 Definitions1 References; Construction17 Purchase and Sale; Purchase Price18 Title and Environmental Defects18 Preferential Rights to Purchase; Consents to Assignment25 Imbalance Volumes27 Certain Upward Adjustments27 Certain Downward Adjustments27 Closing Date Estimates28 Final Accounting28 Payments29 Seller’s Representations and Warranties29 Organization, Good Standing, Etc.29 Legal Requirements29 No Breach29 Litigation30 Taxes30 Compliance with Laws30 Contracts30 Environmental Proceedings31 Authority32 Broker’s or Finder’s Fees32 Foreign Person32 Capital Projects32 Leases32 Imbalance Volumes; Payments for Production32 Preferential Purchase Rights33 Required Consents33 Bankruptcy; Insolvency33 Outstanding Unit Proposals33 Buyer’s Representations and Warranties33 Organization, Good Standing, Etc.33 Powers33 No Restriction33 Authorization34 No Breach34 Governmental Consent34 Litigation34 Broker’s or Finder’s Fees34 Qualifications34 Funding; Investment34 Bankruptcy; Insolvency35 Covenants35 Access to Records35 Access to Properties36 Conduct of Business37 Consents and Operations39 Conditions39 Additional Properties39 Revenues Held For Benefit of the Other Party39 Extension and Renewal of Expiring Leases40 Limitations on Representations and Warranties40 Taxes42 Buyer’s Conditions Precedent43 No Injunctions or Orders43 No Legal Proceedings43 Representations43 Performance43 Purchase Price Adjustments44 Closing Deliverables44 AKM Consent44 Seller’s Conditions Precedent44 No Injunctions or Orders44 No Legal Proceedings44 Representations44 Performance44 Title Defects and Environmental Defects45 Closing Deliverables45 AKM Consent45 The Closing45 Buyer’s Deliveries45 Seller’s Deliveries46 Post-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 EClosing Adjustments46 Post-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Closing Deliveries46 Costs and Expenses47 Risk of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Loss47 Press Releases47 Indemnification47 Assumed Obligations47 Seller’s Indemnification47 Buyer’s Indemnification48 Express Negligence48 Indemnification Procedure49 Defense49 Certain Limitations on Indemnity Obligations50 Exclusive Remedy52 Satisfaction52 Termination52 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Terminate52 Effect of Termination53 Distribution of Deposit and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACTRemedies upon Termination53 Default55 Arbitration56 Negotiation56 Mediation56 Arbitration; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach Rules of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Arbitration56 Consolidation57 Initiation; Selection of Arbitrators57 Procedure58 Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer Timing58 Expenses; Award of Data at end Fees58 Limitations59 Enforcement; Remedies59 Miscellaneous59 Time59 Notices59 Survival60 Cooperation61 No Third Party Beneficiaries61 Cumulative Remedies61 Choice of Contract and/or Authorized User Agreement Term 38 Transfer Law61 Entire Agreement61 Assignment62 Amendment62 Severability62 Attorney Fees62 Waiver62 Counterparts; Facsimiles; Electronic Transmission62 Joint Acknowledgment63 Waiver of Data; Charges 38 Transfer Jury Trial, Special Damages, etc63 Possible Exchange63 Mutuality63 Schedules64 Preparation of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADESAgreement64 Filings, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATIONNotices and Approvals64 Nonrecourse to Others64 27242226 i EXHIBITS Exhibit AProperties and Allocated Values Exhibit BForm of Assignment, TERMINATION OR SUSPENSION OF SERVICES 39 Return Xxxx of Data 39 Suspension Sale and Conveyance Exhibit CForm of Services 39 Expiration or Termination Non-Foreign Status Certificate Exhibit DForm of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation Closing Certificate Exhibit EForm of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEscrow Agreement

TABLE OF CONTENTS. Introduction Contents Pg. # INSTRUCTIONS TO BIDDERS (ITB) 5 Source of Funds 5 Eligible Bidders 5 Eligible Goods and Services 5 Cost of Bidding 5 The Bidding Procedure 5 Content of the Bidding Documents 6 OVERVIEW Clarification of Bidding Documents 6 Amendment of Bidding Documents 7 PREPARATION OF BIDS 7 Language of Bid 7 Documents Comprising of Bid 7 Bid Form and Price Schedule 7 Bid Prices 7 Bid Currencies 8 Documents Establishing bidder's Eligibility and Qualification 8 Bid Security 8 Bid Validity 8 Format and Signing of Bid 9 SUBMISSION OF BID 9 Sealing and Marking of Bid 9 Deadline for Submission of Bid 10 Late Bid 10 Withdrawal of Bid 10 OPENING AND PURPOSE EVALUATION OF THIS BID 10 Opening of Bid 10 Clarification of Bids 11 Preliminary Examination 11 Evaluation & Comparison of Bids 11 Evaluation Criteria 12-14 Performance Guarantee 15 Signing of Contract 15 Contacting the Procuring Agency 15 Qualification and Disqualification of Bidders 15 Rejection of Bids 16 Re-Bidding 16 Announcement of Evaluation Report 16 AWARD OF CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM Acceptance of Bid and Award Criteria 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the Procuring agency’s right to vary quantities at time of award 16 Limitations on Negotiations 16 Notification of Award 17 Termination of the Contract 17 Corrupt and Fraudulent Practices 17 GENERAL CONDITONS OF CONTRACT 18 Authorized User Reserved Rights Definitions 18 LIVING WAGE Application 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Standards 18 Use of Contract Terms Documents and Information 19 Labeling and Packing of the Medicines 19 Delivery of Documents 19 Payment, Prices, Contract Amendments, Penalties/liquidated Damages 19 Governing Languages 20 Applicable Law & Schedule of Requirements 20 Price Schedule 21 Condition for Responding to TENDER FORM (FORMAT) 22 PERFORMANCE GUARANTEE (FORMAT) 23 AFFIDAVIT (FORMAT) 24 TENTATIVE LIST OF MEDICINE 25 PUNJAB HEALTH FACILITIES MANAGEMENT COMPANY PRIMARY & SECONDARY HEALTHCARE DEPARTMENT GOVERNMENT OF THE PUNJAB INVITATION FOR BIDS FRAMEWORK CONTRACT FOR THE PROCUREMENT OF MEDICINES/SURGICAL DISPOSABLES DAY TO DAY BASIS LOCAL PURCHASE (FY 2019-20) FOR GOVT. GYNAE HOSPITAL UC37 NEW XXXXX, LAHORE [ Sealed bids are invited from well reputed & registered firms/Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenancedistributors/Support Agreement Provisions 22 MaintenancePharmacies/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Medical stores and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT experienced suppliers registered with Sales Tax (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQFiler) and will allow an Authorized User Income Tax (Filer) departments and involved in the ability business of medicine, for the Framework Contract for the procurement of Medicines / Surgical Disposables (Day to procure within any of the LotsDay Basis Local Purchase) FOR Government Gynae Hospital, or across Lots. Contract ScopeUC37 New Xxxxx, Lahore for FY 2019-20 under Punjab Procurement Rules 2014.

TABLE OF CONTENTS. Introduction Article 1 Recognition 5 Recognition 5 Definitions 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot Article 2 – Hardware Negotiations 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Ongoing Administration of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support 7 Bargaining Notification 7 Negotiations Procedure 7 Article 3 Grievance Procedure 9 Primary Purpose 9 Definitions 9 Procedures 9 Bypass 10 Class Grievance 10 No Reprisals Clause 10 Filing of Materials 11 Grievance Withdrawal 11 No Written Response 11 Costs 11 Postponement 11 Settlement 11 Article 4 Effect of Agreement Provisions 22 Maintenance/Support 12 Complete Understanding 12 Contractual Amendments 12 Contract vs. Board Policy 12 Savings Clause 12 Article 5 Continuity of Product 22 Obligations 22 Operations 13 No Strike Provision 13 Article 6 Teachers’ Rights 14 School Code Rights 14 Right to RefuseOrganize and Participate 14 Employee Notification of Assignments 14 School Grounds Departure 14 Review of Personnel File 15 Complaints 15 Seniority 16 Vacancy of Position 17 Voluntary Job Transfer 18 Involuntary Job Transfer 18 Part-Time to Full Time 19 Job Sharing 19 Relationship with Teachers’ Assistants 19 Reduction In Force and Recall 20 Notification 20 Article 7 Association Rights 21 Association Meeting Place and Time 21 Communication Vehicles 22 Board Meetings 22 Association Representatives Leave of Absence 22 Association Meetings with the Superintendent 23 Association Views 23 Right of Notification 23 Instructional and Professional Concerns Committee 23 Fair Share 24 Article 8 School Calendar and Workday 26 Calendar 26 Length of Workday 26 Planning and Preparation Time 26 Traveling Teachers 27 Article 9 Leaves 28 Sick Leave 28 Sick Leave Bank 29 Emergency/Discontinue Maintenance/Support 22 Maintenance/Support Personal Leave 29 Bereavement Leave 30 Release of Personnel for Military Training 31 Jury Duty 31 Sabbatical Leave 31 General Leave of Absence 33 Parental Leave 34 Adoption Leave 39 Family and Medical Leave Act 39 Article 10 Continuing Education and Professional Development 40 Tuition Reimbursement 40 Workshops 41 Certification Licensure Fees 42 Article 11 Employee Benefits Program 43 Employee Health Insurance 43 Dependent Health Insurance 44 Life Insurance 45 Dental Insurance 45 Insurance Committee 45 Employee Designated Flex 46 Long Term Disability 46 Article 12 Retirement Plan 47 Eligibility 47 Post-Retirement Service Award 47 Death Benefits 48 Retirement Health Insurance Benefits 48 State Retirement Progam 48 TRS 2.2 Upgrade Contribution 49 Sick Leave Pay Out 50 Retirement Incentive 50 Article 13 Evaluation 53 Article 14 Extra Duty 54 Assignments 54 Vacancies 54 Retaining Extra Duty 54 Resigning Extra Duty 54 Seniority and Qualifications 55 Decisions 55 Article 15 Consulting Fees 56 Article 16 Duration 57 Article 17 Salary Schedule 58 Addendum A Salary Schedules & Extra Duty Schedule 60 Addendum B Professional Educator Evaluation Document 77 Memorandums of Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeExtensions 78

TABLE OF CONTENTS. Introduction A. GENERAL 10 1 Scope of bid 10 2 Source of funds 10 3 Corrupt Practices 6 OVERVIEW 4 Eligible bidders 10 5 Qualification of the bidder 11 6 One bid per bidder 12 7 Cost of Bidding 12 8 Site Visit 12 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 16 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 167 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction Contents Table of Contents 3 STUDENT CODE OF CONDUCT 1 Purpose 1 School District Authority and Jurisdiction 4 Reporting Crimes 4 Revoking Transfers 5 Participating in Graduation Activities 5 Standards for Student Conduct 5 General Conduct Violations 5 Disregard for Authority 5 Mistreatment of Others 5 Property Offenses 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Possession of Prohibited Items 6 Contract Scope Possession of Telecommunications or Other Electronic Devices 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Illegal, Prescription, and Over-the-Counter Drugs 7 Lot 3 – Cloud Misuse of Technology Resources and the Internet 7 Safety Transgressions 8 Lot 4 – Implementation Services Miscellaneous Offenses 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Discipline Management Techniques 9 SUBSEQUENT PERIODIC RECRUITMENT Students with Disabilities 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Techniques 9 Notification 11 Appeals 12 Removal from the School Bus 13 Removal from the Regular Educational Setting 12 Routine Referral 12 Formal Removal 12 Returning Student to Classroom 12 Out-of-School Suspension 13 Misconduct 13 Process 13 Disciplinary Alternative Education Program (DAEP) Placement 14 Discretionary Placement: Misconduct That May Result in DAEP Placement 14 Misconduct Identified in State Law 14 Mandatory Placement: Misconduct That Requires DAEP Placement 15 Sexual Assault and Campus Assignments 16 CONTRACT TERM Emergencies 16 DOWNSTREAM PROHIBITION Process 16 CONTRACTOR’S INSURANCE REQUIREMENTS Conference 16 NEW YORK STATE VENDOR RESPONSIBILITY Consideration of Mitigating Factors 16 TAX LAW §5Placement Order 16 Coursework Notice 17 Length of Placement 17 Exceeds One Year 17 Exceeds School Year 17 Exceeds 60 Days 17 Appeals 17 Restrictions during Placement 18 Placement Review 18 Additional Misconduct 18 Notice of Criminal Proceedings 18 Withdrawal during Process 19 Newly Enrolled Students 19 Emergency Placement Procedure 20 Placement and/or Expulsion for Certain Offenses 21 Registered Sex Offenders 21 Review Committee 21 Newly Enrolled Student 21 Appeal 21 Certain Felonies 21 Hearing and Required Findings 22 Length of Placement 22 Newly Enrolled Students 23 Expulsion 24 Discretionary Expulsion: Misconduct That May Result in Expulsion 24 Any Location 24 At School, Within 300 Feet, or at a School Event 24 Within 300 Feet of School 25 Property of Another District 25 While in DAEP 25 Mandatory Expulsion: Misconduct That Requires Expulsion 26 Under Age Ten 27 Emergency 27 Process 27 Hearing 28 Board Review of Expulsion 28 Expulsion Order 28 Length of Expulsion 29 Withdrawal during Process 29 Additional Misconduct 29 Restrictions during Expulsion 29 Newly Enrolled Students 29 Emergency Expulsion Procedures 30 DAEP Placement of Expelled Students 30 Glossary 31 Purpose‌ The Student Code of Conduct is the district’s response to the requirements of Chapter 37 of the Texas Education Code. The Code provides methods and options for managing students in the classroom and on school grounds, disciplining students, and preventing and intervening in student discipline problems. The law requires the district to define misconduct that may—or must—result in a range of specific disciplinary consequences including removal from a regular classroom or campus, out- of-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administrationschool suspension, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT placement in a disciplinary alternative education program (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSDAEP), New York State Procurement is responsible for developing or expulsion from school. This Student Code of Conduct has been adopted by the Port Xxxxxx-Xxxxxx Independent School District Board of Trustees and managing centralized Contracts for all New York State Authorized Usersdeveloped with the advice of the district-level committee. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User This Code provides information to procure from specific Lots for Softwareparents and students regarding standards of conduct, Hardware, Cloudconsequences of misconduct, and Implementation servicesprocedures for administering discipline. The procurements It remains in effect during summer school and at all school-related events and activities outside of the school year until an updated version adopted by the board becomes effective for the next school year. In accordance with state law, the Code shall be competitive posted at each school campus or shall be available for review at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any office of the Lotscampus principal. Additionally, the Code shall be posted on the district’s website. Parents shall be notified of any conduct violation that may result in a student being suspended, placed in a DAEP, expelled, or across Lotstaken into custody by a law enforcement officer under Chapter 37 of the Education Code. Contract ScopeBecause the Student Code of Conduct is adopted by the district’s board of trustees, it has the force of policy; therefore, in case of conflict between the Code and the student handbook, the Code shall prevail.

TABLE OF CONTENTS. Introduction Contents Pg. # INSTRUCTIONS TO BIDDERS (ITB) 5 Source of Funds 5 Eligible Bidders 5 Eligible Goods and Services 5 Cost of Bidding 5 The Bidding Procedure 5 Content of the Bidding Documents 6 OVERVIEW Clarification of Bidding Documents 6 Amendment of Bidding Documents 7 PREPARATION OF BIDS 7 Language of Bid 7 Documents Comprising of Bid 7 Bid Form and Price Schedule 7 Bid Prices 7 Bid Currencies 8 Documents Establishing bidder's Eligibility and Qualification 8 Bid Security 8 Bid Validity 8 Format and Signing of Bid 9 SUBMISSION OF BID 9 Sealing and Marking of Bid 9 Deadline for Submission of Bid 10 Late Bid 10 Withdrawal of Bid 10 OPENING AND PURPOSE EVALUATION OF THIS BID 10 Opening of Bid 10 Clarification of Bids 11 Preliminary Examination 11 Evaluation & Comparison of Bids 11 Evaluation Criteria 12-14 Performance Guarantee 15 Signing of Contract 15 Contacting the Procuring Agency 15 Qualification and Disqualification of Bidders 15 Rejection of Bids 16 Re-Bidding 16 Announcement of Evaluation Report 16 AWARD OF CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM Acceptance of Bid and Award Criteria 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the Procuring agency’s right to vary quantities at time of award 16 Limitations on Negotiations 16 Notification of Award 17 Termination of the Contract 17 Corrupt and Fraudulent Practices 17 GENERAL CONDITONS OF CONTRACT 18 Authorized User Reserved Rights Definitions 18 LIVING WAGE Application 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Standards 18 Use of Contract Terms Documents and Information 19 Labeling and Packing of the Medicines 19 Delivery of Documents 19 Payment, Prices, Contract Amendments, Penalties/liquidated Damages 19 Governing Languages 20 Applicable Law & Schedule of Requirements 20 Price Schedule 21 Condition for Responding to TENDER FORM (FORMAT) 22 PERFORMANCE GUARANTEE (FORMAT) 23 AFFIDAVIT (FORMAT) 24 TENTATIVE LIST OF MEDICINE 25 PUNJAB HEALTH FACILITIES MANAGEMENT COMPANY PRIMARY & SECONDARY HEALTHCARE DEPARTMENT GOVERNMENT OF THE PUNJAB INVITATION FOR BIDS FRAMEWORK CONTRACT FOR THE PROCUREMENT OF MEDICINES/SURGICAL DISPOSABLES DAY TO DAY BASIS LOCAL PURCHASE (FY 2019-20) FOR GOVT. THQ HOSPITAL POLICELINES XXXX XXXXXX XXXXX LAHORE [ Sealed bids are invited from well reputed & registered firms/Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenancedistributors/Support Agreement Provisions 22 MaintenancePharmacies/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Medical stores and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT experienced suppliers registered with Sales Tax (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQFiler) and will allow an Authorized User Income Tax (Filer) departments and involved in the ability business of medicine, for the Framework Contract for the procurement of Medicines / Surgical Disposables (Day to procure within any of the LotsDay Basis Local Purchase) FOR Government THQ Hospital, or across Lots. Contract ScopePolicelines Xxxx Xxxxxx Xxxxx, Lahore for FY 2019-20 under Punjab Procurement Rules 2014.

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot Table of Contents 3 – Cloud 8 Lot Table of Exhibits 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §Definitions. 5 Jurisdiction 15 Statement of No Admission 17 Claims of the Plaintiffs and Benefits of Settlement 17 Non-Monetary Relief and Other Options for Distributors 18 Xxxxxx, Release and Dismissal 20 Required Events and Cooperation by the Parties 21 Settlement Administration 24 Notice to the Settlement Class, Objection, Exclusion and Withdrawal Rights 28 Payment from the Settlement Fund. 34 Settlement Fund Allocation 34 Attorneys’ Fees and Costs 37 Miscellaneous Provisions. 37 Named Plaintiffs’ Certifications 42 Table of Exhibits Exhibit 1: Arbitration Agreement Packet 5, 19 Exhibit 2A: Notice to Current Distributors Who Are Rule 23 Class Members Only (Excludes FLSA collective members) 6, 28, 29, 30 Exhibit 2B: Notice to Former Distributors Who Are Rule 23 Class Members Only (Excludes FLSA collective members) 7, 29, 30 Exhibit 3A: Notice to Current Distributors Who Are FLSA Collective Members (including those Collective Members with a Rule 23 Class Claim and those Collective Members without a Rule 23 Class Claim) 7, 29, 30 Exhibit 3B: Notice to Former Distributors Who Are FLSA Collective Members (including those Collective Members with a Rule 23 Class Claim and those Collective Members without a Rule 23 Class Claim) 7, 29, 30 Exhibit 4A: Notice to Current Distributors Who Are FLSA Collective Members Only (Who Are Not Also Rule 23 Class Members) 7, 29 Exhibit 4B: Notice to Former Distributors Who Are FLSA Collective Members Only (Who Are Not Also Rule 23 Class Members) 8, 29 Exhibit 5: Reminder Notice 8, 30 Exhibit 6: Proposed Preliminary Approval Order 12, 21 Exhibit 7: Non-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact Monetary Relief and Other Options for Distributor 18 Emergency Contact Exhibit 8: Distributor Review Panel 18 Contractor Administrator Exhibit 9: Distributor Advocate Position 18 EExhibit 10: Buy Back Option Election Form 19 Definitions Action: means the above-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves captioned lawsuit: Xxxxxxx Xxxx, Xxxxx Xxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxx, individually and on behalf of all other similarly situated individuals v. Flowers Foods, Inc. and Flowers Baking Co. of Oxford, Inc., Case No. 15-6391, pending in the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports United States District Court for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions the Eastern District of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, CloudPennsylvania, and Implementation servicesXxxx Xxxxxxxx, on behalf of himself and all others similarly situated v. Flowers Foods, Inc. and Flowers Baking Co. of Oxford, Inc., Case No. The procurements shall be competitive at 16-2581, which was filed in the transactional level via Request for Quotations (RFQ) and will allow an Authorized User District of New Jersey, but was subsequently consolidated with the ability to procure within any Xxxx case in the Eastern District of the Lots, or across Lots. Contract ScopePennsylvania.

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data Information, Software and Computing Agreement 4-5 Directions to Schools for Sports 6-7 Mission Statement/Policy 8 Notification of Asbestos Re-inspection 8 Hazardous Waste 8 Integrated Pest Management 8-9 Affirmative Action Statement 10 Attendance 10-12 Code of Conduct 12-13 Code of Conduct Primary School 13 Code of Conduct Elementary School 13-14 Code of Conduct Middle School 14-15 Promotion and Retention Policy 15-16 Academic Gifted & Talented Program 16 Academic Support Program 16 After School Activities/Sports 16-17 Athletic Competition 17-18 Bike/Walking Regulations 18 Books 18 Cafeteria 18-19 Cell Phones 19-20 Character Education 20 Community Service/Volunteer Opportunities 20 Conferences 20 Custody 20 Dress 21 Early Dismissals/Late Openings 21 Eighth Grade Celebrations 21 Eighth Grade Promotion 21 Emergency School Closings 22 Expulsion 22 Family Life Education 22 Field Trips 23 Fire, Weather & Emergency Drills 23 Guidance Services and Student Assistance 23 Harassment, Intimidation & Bullying Policy 23-37 Contractor Access to Data 37 Data Location Health Services 37-38 HIV/Aids Education 38 Homework Procedure 38-39 Home Schooling 39 Xxxxx Xxxxxxx & Honor Roll 39-40 Intervention & Referral Service Committee 40 Kindergarten Program 40 Lavatory Usage 40 Lockers Middle School 40 Lost and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer Found 40 Medical Excuses/Physical Education and Recess 40 Medication Policy 40-41 Media Coverage 41 NJ Family Care 42 Parent Involvement Groups 42 Parent Teachers Organization 42 Parking 42 Peer Mediation 42-43 Pupil Right of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCEPrivacy 43 Religious Holidays 43 Safety-Security 43 School Dances/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any Evening Activities 43-44 Section 504 of the Lots, or across Lots. Contract ScopeRehabilitation Act 44 Special Education Services 44-45 Student Placement 45 Student Records 45 Substance Abuse Policy 45-46 Testing 46 Transfers 46 Transportation Privileges 46-47 Use of Phones 47 Vandalism 47 Vending Machines 47 Visitors/Volunteers 48 Weapons 48 Yearbooks 48

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Cancel 1 This Contract is Conditionally Renewable 1 Agreement and Consideration 1 Language Access Services 2 Notice of Nondiscrimination Practices 3 Acceptance of the Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance 4 Independent Corporation 4 Questions? 5 Call Us 5 Visit Us 5 Welcome to Blue Cross 8 Your Benefits 9 Covered Services 9 Pre-Determination 9 Schedule of Benefits 9 Deductibles and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Maximums 9 Services that are not Covered 13 Schedule of Exclusions 13 Choice of Provider 15 Payment of Benefits 15 Participating Provider 15 Nonparticipating Provider 15 Who is Eligible for Coverage 16 Eligible Dependents 16 Your Spouse 16 Your Dependent children 16 Adding New Dependents 16 Adding a Dependent Child Outside of the Renewal Date 16 Adding a Disabled Dependent 17 Premium Payment 18 Grace Period 18 Reinstatement 18 Renewal of This Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or 19 Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation This Contract 20 Contractholder Request Termination 20 Termination for Fraudulent Practices 20 Other Termination Reasons 20 Effect of Duties 40 BUSINESS CONTINUITYTermination 21 Benefit After Coverage Terminates 21 Continuation Coverage 22 Qualifying Events 22 Choosing Continuation 22 Coordination of Benefits 23 Coordination of Benefits Definition 23 COB Determination Rules 23 COB for You and Your Dependent(s) 23 COB for Your Dependent Children 23 COB for Active/DISASTER RECOVERY Inactive Member 24 Right to Receive and Release Needed Information 24 Facility of Payment 24 Right of Recovery 24 Reimbursement and Subrogation 25 Notice Requirement 25 Duty to Cooperate 25 Release of Records 26 Claims Process 27 Notice of Claim 27 Claim Forms 27 Proof of Loss 27 Time Payment of Claims 27 Payment of Claims 27 Right of Examination 27 Review of Benefit Determination 28 Appeal Process 29 Appeals Procedure Definitions 29 Appeal Procedures 29 General Information 30 Entire Contract 30 Time Limit for Misstatements 30 Indemnity for Loss of Life 30 Change of Beneficiary 30 Assignment 30 Legal Actions 30 No-Third-Party Beneficiaries 30 Third-Party Payments of Premium and/or Cost-Sharing 31 Time Periods 31 Terms You Should Know 32 Minnesota Life and Health Insurance Guaranty Association Notice 34 Welcome to Blue Cross On behalf of Blue Cross, we are pleased to welcome you as a member. This is your dental plan contract. This contract replaces all other contracts you have received from us before the effective date. In this contract, "you" or “your" refers to the contractholder named on the identification (BC/DRID) OPERATIONS 40 COMPLIANCE WITH FEDERALcard and their covered dependents. Contractholder is the person for whom we have provided coverage. Dependent is a covered dependent of the contractholder. All coverage for dependents and all references to dependents in this contract are inapplicable for single coverage. “We”, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required “our”, or “us” refers to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS)Blue Cross. This contract explains your dental plan, New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwareeligibility, Hardware, Cloudnotification procedures, and Implementation servicesservices and/or expenses that are covered and not covered. The procurements shall be competitive It is important that you read the entire contract carefully. It provides you with the information you need to understand your Blue Cross dental plan. Blue Cross is the insurer and the claims administrator. This contract is a fully insured dental contract designed solely to provide dental care. Coverage is subject to all terms and conditions of this contract, including dental necessity, medical necessity, and appropriateness. If you have questions about your coverage, please contact our customer service department at the transactional level via Request toll-free telephone number listed on the back of your member ID or visit one of our Customer Service locations listed in section “Questions?.” You can also log onto your Blue Cross member website at xxx.xxxxxxxxxxxxxxxxx.xxx. Thank you for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scopechoosing Blue Cross.

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware BEVERAGE SELECTIONS PAGE 8 COLD HORS D’OEUVRES PAGE 10 HOT HORS D’OEUVRES PAGE 11 BALLPARK & PUB HORS D’OEUVRES PAGE 12 PLATED ENTREES PAGE 14 VEGETARIAN OPTIONS PAGE 16 SALAD, SOUP & BREAD SELECTIONS PAGE 17 VEGETABLE & STARCH SELECTIONS PAGE 18 THEMED BUFFETS PAGE 20 APPETIZER SPREADS PAGE 23 BREAKFAST OPTIONS PAGE 24 PARKVIEW FIELD ALL-INCLUSIVE PACKAGE PAGE 26 EVENT SPACE RENTAL PAGE 27 PARKVIEW FIELD STAFFING & TECHNOLOGY PAGE 28 VIDEO BOARD PAGE 29 RIBBON BOARDS & CONCOURSE DISPLAYS PAGE 30 PARKVIEW FIELD “EXTRAS” PAGE 31 CONTACT PARKVIEW FIELD FOR YOUR NEXT EVENT! Xxxxx Xxxxx • Special Events Manager (000) 000-0000 • xxxxx@xxxxxxx.xxx at Parkview Field BEVERAGE SELECTIONS PACKAGED BEER Premium - $8 Angry Orchard Xxxx’x Oberon (seasonal) Xxxx’x Two-Hearted Blue Moon Belgian White Corona Extra Leinenkugel’s Summer Shandy (seasonal) Domestic - $7 Lot 3 – Cloud Mad Xxxxxxx Seasonal Sierra Nevada Sun King Sun Light White Claw Black Cherry White Claw Mango Bud Light Budweiser Coors Light DRAFT BEER Premium - $9 Michelob Ultra Xxxxxx Lite Yuengling Lager Yuengling Flight Xxxx’x Two-Hearted Ale Blue Moon Belgian White Leinenkugel’s Summer Shandy (seasonal) Domestic - $8 Lot 4 – Implementation Services Mad Xxxxxxx Summer Daze (seasonal) Modello Especial Sierra Nevada Hazy Budweiser Bud Light Coors Light Michelob Ultra Xxxxxx Lite Yuengling Lager Yuengling Flight Heineken 0.0 Non-Alcoholic Beer - $5 BEER KEGS (110 - 16 oz. cups per keg) Specialty/Craft Beer - $450 Requests will be determined on availability Premium - $400 Xxxx’x Two-Hearted, Blue Moon, Leinenkugel’s Seasonal, Mad Anthony’s, or specialty requests Domestic - $350 Bud Light, Budweiser, Coors Light, Michelob Ultra, Xxxxxx Lite, Yuengling Lager, or other options available by request WINE $7 per glass • $23 per bottle House Cabernet Sauvignon House Chardonnay House Moscato House Pinot Grigio House Merlot $9 per glass • $35 per bottle Black Oak Cabernet Sauvignon Black Oak Chardonnay Black Oak Pinot Grigio Xx Xxxxxxxxx Xxxxxxx SPECIALTY DRINKS Two-Ee’s Wine Slushy - $9 $55 per batch (10 drinks) TOASTS Champagne - $30/bottle Sparkling Apple Juice - $15/bottle at Parkview Field BEVERAGE SELECTIONS PREMIUM LIQUOR Hosted Event: Starting at $40/person per drink: $8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES - Single • $11 - Double Chivas Regal Scotch Crown Royal Xxx Xxxxx Xxxxxxx Grey Goose Vodka Xxxxxxx Irish Whiskey Tanqueray Gin COGNAC & CORDIALS Amaretto Disaronno Xxxxxx’x Irish Cream Grand Marnier Xxxxxxxx Jagermeister Xxxxxx MIXERS Woodford Reserve Bourbon CALL LIQUOR Hosted Event: Starting at $35/person per drink: $7 - Single • $10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5- Double Absolut Vodka Bacardi Superior Rum Beefeater Gin Canadian Club Whiskey Pepsi Diet Pepsi STARRY Tonic Water Club Soda Sweet & Sour Mix Cranberry Juice Grapefruit Juice Orange Juice Pineapple Juice French Lick Resort Bloody Xxxx Mix Captain Xxxxxx Spiced Rum J & B Scotch Xxxx Xxxxxxx No. 7 Xxx Xxxx Bourbon Xxxx Xxxxxx Tequila Malibu Rum Seagram’s 7 Whiskey OTHER OPTIONS Pepsi Products - $3/can Aquafina Water - $3/half-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 Eliter bottle Lemonade - $15/gallon Iced Tea - $15/gallon Coffee - $20/gallon Hot Chocolate - $20/gallon or $1/bag Hot Tea - $1/bag at Parkview Field COLD HORS D’OEUVRES All items displayed in 100 piece servings, (*) May also be Xxxxxx passed GULF SHRIMP CUP* - $400 Two shrimp tails with our spicy cocktail sauce and a lemon garnish SALAMI CORONETS* - $195 Salami sliced thin, folded and filled with an herbed cream cheese with a fresh herb & carrot garnish XXXXXX XXXXXXXXXX* - $150 Diced fresh roma tomatoes, fresh shredded mozzarella and basil tossed with olive oil and red onions. Served on a sliced toasted baguette XXXXXXXXXX, XXXXXX, & XXXXX XXXXXXX* - $195 Mozzarella ball topped with a cherry tomato and basil, then drizzled with balsamic vinaigrette ANTIPASTO VEGETABLE SKEWERS* - $200 Handmade fresh mozzarella cheese, sundried tomatoes, artichoke hearts and Kalamata olives. Drizzled with roasted tomato vinaigrette ROASTED BROCCOLI CROSTINI - $150 Roasted broccoli pieces topped with sharp cheddar and bacon on a creamy herbed cheese spread SOUTHWEST BLACK BEAN PINWHEELS* - $175 Black beans mixed with a Southwest-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES inspired cream cheese TRADITIONAL COCKTAIL SANDWICHES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions $300 Assorted appetizer-sized sandwiches (your choice of Reseller(s3): turkey, ham, roast beef, chicken salad, egg salad or vegetable (cucumber, squash & sprouts) Participation 21 Designation CHARCUTERIE - $525 (serves 100 guests) Assorted display of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administrationmeat (pancetta, Maintenance hard pepperoni, prosciutto, capicola and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSuncured genoa salami), New York State Procurement is responsible for developing cheese (Gruyere, Havarti, smoked gouda, provolone, mild Swiss and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for SoftwareChevre), Hardwaredried apricots, Cloudolives, nuts, and Implementation servicesassorted crackers with olive tapenade COLD HORS D’OEUVRE DISPLAYS All items serve 25 guests PREMIUM CHEESE DISPLAY: $140 Chef Selection: Chevre, smoked gouda, Havarti, Gruyere, Gournay. The procurements shall All served with crackers DOMESTIC CHEESE DISPLAY: $100 Cheddar, Swiss and xxxxxx xxxx cheeses. All served with crackers FRESH FRUITS AND SEASONAL BERRIES - $85 GARDEN VEGETABLE PLATTER WITH RANCH - $75 Celery sticks, baby carrots, broccoli, cauliflower, grape tomatoes, served with ranch dip VEGETABLE PLATTER WITH HUMMUS - $75 Celery sticks, sliced squash, zucchini, baby carrots, red peppers and cucumber slices. Served with roasted red pepper hummus at Parkview Field HOT HORS D’OEUVRES All items displayed in 100 piece servings, (*) May also be competitive Xxxxxx passed BACON WATER CHESTNUTS* - $220 Thick-cut bacon wrapped water chestnuts SPRING ROLLS - $200 A flaky wrapper with vegetables and Asian spices. Served with a sweet & sour sauce CRISPY BATTERED GREEN BEANS - $100 Fried whole green beans coated with a toasted onion batter served with a bistro sauce SPANAKOPITA* - $225 Spinach and cheese phyllo, served with a strawberry prosecco sauce MINI POTATO CAKES - $100 Medallion-shaped shredded potato patties served with a horseradish & shredded apple dipping slaw BACON CREAM CHEESE CHEDDAR CHICKEN BITES - $175 Baked naked chicken tender pieces with a cream cheese cheddar-bacon topping CRISPY CHICKEN POTSTICKERS - $180 Crescent-shaped chicken-filled dumplings seasoned with authentic Asian spices. Served with a traditional sesame soy dipping sauce SAUSAGE STUFFED MUSHROOM CAPS* - $175 Silver dollar mushroom caps stuffed with seasoned ground sausage, topped with a blend of cheeses NEWBURG CRAB STUFFED MUSHROOM CAPS* - $235 Silver dollar mushroom caps stuffed with Newburg crab MINI CRAB CAKES - $300 Half dollar-sized crab cakes, served with a roasted red pepper remoulade CRAB RANGOON - $175 A crisp wonton wrapper envelope filled with a creamy sweet cheese & crab meat. Served with a sweet & sour sauce COCONUT FRIED SHRIMP - $250 Large gulf shrimp tossed with coconut batter and fried crispy. Served with a housemade orange marmalade CHICKEN & BLACK BEAN QUESADILLAS - $120 Grilled tortillas filled with a blend of cheeses, black beans, corn and our seasoned shredded chicken. Served with sour cream and salsa GRILLED BEEF BROCHETTES* - $190 Marinated and grilled beef cuts along with tomatoes, zucchini, squash and peppers GRILLED CHICKEN BROCHETTES* - $180 Marinated and grilled chicken along with tomatoes, zucchini and peppers MARINATED ROASTED VEGETABLE BROCHETTES - $135 Cuts of zucchini, squash, grape tomatoes and onions, marinated and lightly roasted APPLE COMPOTE WITH BRIE BITES - $150 Brie cheese and spiced apple compote on a toasted herb flatbread at the transactional level via Request for Quotations (RFQ) Parkview Field PUB HORS D’OEUVRES All items displayed in 100 piece servings NACHO BAR - $585 Tortilla chips served with sides of seasoned ground beef, nacho cheese, shredded lettuce, diced tomatoes, jalapeños, sour cream, and will allow an Authorized User the ability to procure within any salsa FRENCH FRY BAR - $275 Xxxxx served with sides of the Lotschopped bacon, Cincinnati chili, nacho cheese, sour cream, and chives CHAR-GRILLED BONE-IN CHICKEN WINGS - $295 Marinated and grilled wings served with a choice of BBQ, buffalo, or across Lotsteriyaki BREADED BONELESS CHICKEN WINGS - $150 Breaded wings served with a choice of BBQ, buffalo, or teriyaki LOADED POTATO SKINS - $150 Served with bacon, cheese, and sour cream ITALIAN MEATBALLS - $195 A blend of pork, parmesan cheese, and Italian herb seasoning rolled into a meatball, tossed in marinara sauce FRIED MUSHROOM RAVIOLI - $195 Portabella mushroom-stuffed ravioli lightly breaded with Italian-infused bread crumbs and fried to a golden brown. Contract ScopeServed with marinara sauce FRIED CHEESE RAVIOLI - $175 Cheese-stuffed ravioli lightly breaded with Italian-infused bread crumbs and fried to a golden brown. Served with marinara sauce FRIED MAC AND CHEESE BITES - $150 Tender elbow macaroni with a blend of cheeses, then battered and fried. Available with smoked gouda or jalapeno jack cheddar. JALAPENO POPPERS - $175 Cream cheese-stuffed jalapenos, breaded and fried crisp. Served with a strawberry sour sauce MOZZARELLA STICKS - $175 Creamy Wisconsin mozzarella cheese coated with a hint of lemon and pepper batter. Served with marinara sauce WARM PRETZEL LOAF - $100 Lightly toasted and salted, sliced and served with cheese dip PRETZEL BITES - $100 Bavarian-style pretzel bites served with warm cheese dip BALLPARK HORS D’OEUVRES All items displayed in 100 piece servings CHEESEBURGER SLIDERS - $295 Handmade all-beef patties blended with our own selection of herbs and spices. Served with a bun, sliced xxxx pickles and cheese slices PULLED PORK SLIDERS - $395 Parkview Field pulled pork with BBQ, served with a bun and pickles SHREDDED BUFFALO CHICKEN SLIDERS - $325 Shredded Buffalo chicken served with blue cheese crumbles and celery slices PUB SNACKS at Parkview Field ROASTED IN-SHELL PEANUTS - $5.25/lb (In Season) Lightly salted PEANUTS (SHELLED) - $12/lb HOUSEMADE POTATO CHIPS - $35 (Serves 25) Garlic, olive oil, asiago cheese and cracked pepper PARKVIEW FIELD SEASONED MINI PRETZEL TWISTS - $18/2 lbs. Seasoned with ranch, garlic, & xxxxx CHIPS AND SALSA - $15 (Serves 10) Corn chips served with garden salsa Add on additional salsa: pico xx xxxxx and roasted corn, black bean salsa, or queso ($8 each / serves 10) BALLPARK POPCORN - $20/bag (Serves 25) SNACK BASKET INDIVIDUAL BAG OF POTATO CHIPS - $2/bag Regular or BBQ TRAIL MIX - $2/bag Peanuts, dried pineapple, dried banana chips, cashews, raisins and dried cranberries CHEX® MIX - $2/bag NATURE VALLEY® GRANOLA BARS - $2/bar CARMEL CORN - $5 PEANUTS - $4 RICE KRISPIES® TREATS - $2 COOKIES - $3 CANDY BOX - $4 APPLE SAUCE CUPS - $1

TABLE OF CONTENTS. Introduction 6 OVERVIEW Page 1. PREMISES, BUILDING, PROJECT, AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware COMMON AREAS 4 2. LEASE TERM; OPTION TERM 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 3. BASE RENT 9 SUBSEQUENT PERIODIC RECRUITMENT 4. ADDITIONAL RENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 . USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES PREMISES 14 6. SERVICES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY UTILITIES 18 7. REPAIRS 19 8. ADDITIONS AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY ALTERATIONS 20 9. COVENANT AGAINST LIENS 21 10. INSURANCE 21 11. DAMAGE AND DESTRUCTION 23 12. NONWAIVER 24 13. CONDEMNATION 24 14. ASSIGNMENT AND SUBLETTING 25 15. SURRENDER OF WEB-BASED INFORMATION PREMISES; OWNERSHIP AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES TRADE FIXTURES 27 16. HOLDING OVER 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 17. ESTOPPEL CERTIFICATES 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 18. SUBORDINATION 29 Staffing Changes within Authorized User Agreement 19. DEFAULTS; REMEDIES 29 ADDITIONAL CONTRACTOR TERMS 20. COVENANT OF QUIET ENJOYMENT 31 21. SECURITY DEPOSIT 31 22. COMMUNICATIONS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM COMPUTER LINE 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 23. SIGNS 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 24. COMPLIANCE WITH FEDERALLAW 33 25. LATE CHARGES 33 26. LANDLORD’S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT 33 27. ENTRY BY LANDLORD 33 28. TENANT PARKING 34 29. MISCELLANEOUS PROVISIONS 34 EXHIBITS A OUTLINE OF PREMISES B TENANT WORK LETTER C FORM OF NOTICE OF LEASE TERM DATES D FORM OF TENANT’S ESTOPPEL CERTIFICATE E RULES AND REGULATIONS F ENVIRONMENTAL QUESTIONNAIRE G NET EQUIVALENT LEASE RATE INDEX Abatement Date 7 Abatement Event 33 Advocate Arbitrators 9 Alterations 21 Base Rent 9 Brokers 40 Building 4 Building Hours 20 Common Areas 4 Comparable Buildings 8 Conditions 5 Contemplated Effective Date 28 Contemplated Transfer Space 28 Direct Expenses 10 Eligibility Period 33 Estimate 14 Estimate Statement 14 Estimated Direct Expenses 14 Excepted 41 Existing Hazardous Materials 18 Expense Year 10 First Offer Commencement Date 6 First Offer Exercise Notice 6 First Offer Notice 6 First Offer Space 6 Force Majeure 39 Holidays 20 HVAC 20 Intention to Transfer Notice 28 Landlord 1 Landlord Affiliate 5 Landlord Parties 23 Landlord Repair Notice 25 Lease 1 Lease Commencement Date 7 Lease Expiration Date 7 Lease Term 7 Lease Year 7 Lines 35 Mail 39 Net Worth 29 Neutral Arbitrator 9 Nine Month Period 28 Notices 39 Objectionable Name 35 Operating Expenses 10 Option Conditions 7 Option Rent 8 Option Term 7 Original Improvements 24 Original Tenant 6 Outside Agreement Date 8 Permitted Transferee Assignee. 29 Premises 4 Project, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeSecurity Deposit 34 Sign Specifications 35 Statement 14 Subject Space 27 Summary 1 Superior Right Holders 6 Tax Expenses 13 Tenant 1 Tenant Work Letter 4 Tenant’s Share 13 Transfer Notice 27 Transferee 27

TABLE OF CONTENTS. Introduction Article Page 1 Purpose 1 2 Recognition & Scope 1 3 Definitions 1 4 Management Rights 2 5 Discrimination/Harassment 3 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 No Strikes or Lockouts 7 7 Union Security 7 8 Union Committee & Representation 8 9 Health, Safety and Environment 11 10 Grievance and Arbitration Procedure 17 11 Discipline 22 12 Seniority and Service 24 13 Job Posting 28 14 Layoff and Recall 31 15 Leaves of Absence 36 16 Hours of Work & Scheduling 43 17 Premium Payment 46 18 Holidays 48 19 Vacation 51 20 Health & Welfare & Insured Benefits 56 21 Part-Time Employee Benefits 60 22 Group RRSP 60 23 Illness Notification and Certificates 60 24 Wages 61 25 Technological Change 64 26 Bulletin Board 64 27 Notice of Address Change 64 28 Changes in Agreement 64 29 Printing of Collective Agreement 64 30 Resident Abuse Probationary Period 64 65 31 Duration 65 Schedule “A” Wage Grid; Wage & Pay Equity Adjustments 66 Letter of Understanding re Finnish Facility 69 Letter of Understanding re Group RRSP 71 Letter of Understanding re Holidays: Full-Time Finlandia Employees/Former Garson Employees 72 Letter of Understanding re Vacation Payout 74 Letter of Understanding re Harassment Policy in Respect of Unifor and its Local 598 (Mine Mill) Members 76 Letter of Understanding re Discrimination/Harassment, Human Rights 80 Letter of Understanding re Violence Against Women 82 Letter of Understanding re CMI Results 83 Letter of Understanding re Scheduling Guidelines 84 Letter of Understanding re Shift Preferences 87 Letter of Understanding re Dietary Department 88 Letter of Understanding re Xxxx Positions 90 Letter of Understanding re Activity Aide (Certified): Restorative Care (Certified) 91 Letter of Understanding re Workfare Programs 92 Letter of Understanding re Working Supervisors 93 Letter of Understanding re Smoking 94 Letter of Understanding re Nursing Department Unit Assignments Letter of Understanding re Awareness of Women’s Issues Letter of Understanding re Unfilled Shifts Letter of Understanding re: Food Service Worker Training Letter of Understanding re: Staff Schedule Care Letter of Understanding re Flow Through of Additional Funding for Wages 95 97 98 99 100 101 Letter of Understanding re Overtime – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Compensating Time Off 102 Letter of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT Understanding re: Local Health Integration Networks (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQLHINS) and will allow an Authorized User the ability 105 Restructuring Letter of Understanding re Transition to procure within any New Vacation 106 Letter of the Lots, or across Lots. Contract ScopeUnderstanding re Automated Software Program – filling shifts 109

TABLE OF CONTENTS. Introduction A. GENERAL 12 1 Scope of bid 12 1 Source of funds 12 3 Corrupt Practices 13 4 Eligible bidders 124 5 Qualification of the bidder 13 6 OVERVIEW One bid per bidder 13 7 Cost of Bidding 14 8 Site Visit 145 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 16 11 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 18 19 Pre-bid meeting 18 10 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 11 Sealing and Marking of Bids 19 11 Deadline for Submission of Bids 19 13 Late bids 19 14 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 10 15 Bid Opening 10 16 Process to be confidential 10 17 Clarification of bids and contacting of the employer 10 18 Examination of bids and determination of responsiveness 11 19 Correction of errors 11 30 Evaluation and comparison of bids 11 30 Preference for domestic bidders 11 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 11 31 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 11 33 Notification of Reseller(s) Participation 21 Designation award 11 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 11 35 Performance 21 Applicability of security 11 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 13

TABLE OF CONTENTS. Introduction ARTICLE SUBJECT PAGE 1 Union Recognition 1 2 Union Security 2 3 Union Dues 3 4 Mutual Responsibilities 5 5 Union Business 6 OVERVIEW AND PURPOSE 6 Management Responsibilities 9 7 Non-Discrimination 10 8 Administration of Discipline 10 9 Definitions 11 10 Federal and State Laws 17 11 Grievance Procedure 17 12 Arbitration Procedures 20 13 Work Schedules, Tours and Overtime 22 14 Job Bidding and Transfers 28 15 Board & Lodging, Per Diem and Transportation 30 Allowance 16 Tools, Equipment and Safety Practices 33 17 Force Adjustment 34 18 Wisconsin Seasonal Worker Program 40 19 Contract Labor 40 20 Holidays 21 21 Vacations 44 22 Short Term Disability Benefits 47 23 Industrial Accidents and Workers Compensation 49 24 Authorized Absence 50 25 Group Insurance Benefits 52 26 Concession Service 55 27 Military Leave Agreement 56 28 Wage Administration 58 29 Premium and Differential Pay 61 30 Contents and Duration 62 MEMORANDA OF THIS CONTRACT AGREEMENT: SUBJECT PAGE‌ Adoption Assistance 64 Alltel Pension Conversion 66 Business Attire 68 Commercial Driver License (CDL) 70 Compensated Availability 71 Consumer Sales Incentive Compensation Plan 73 Contingent Employment 81 Customer Contact Representative/Customer Contact Sales Representative 83 Customer Engineer-Data Applications 84 Dental Plan 86 Family and Medical Leaves of Absence (FMLA) 88 Fiber Network Field Technician 91 Flexible Reimbursement Plan (FRP) 93 Grievance Mediation 94 Group Universal Life (GUL) Insurance 96 Hearing Aid Benefit 97 Home Dispatch 99 Hourly Savings Plan (HSP) 101 Inactive Job Classifications 103 Income Security Plan (ISP) 105 Living Benefit Rider (LBR) 108 Long Term Care Plan 110 Long Term Disability (LTD) 111 Lump Sum in Lieu of Wages 115 Lump Sum Payment Option 116 Mail Order Prescription Plan (MOPP) 117 Medical Plans 119 National Sales Incentive Compensation Plan 129 Pension Plan-Pension Minimums 136 Pension Plan Survivor Benefits 138 Personal Lines of Insurance 140 Preferential Scheduling 141 Pre-Retirement Spouse’s Pension 142 Prescription Identification Card (PIC) 144 Retail Sales Consultant Incentive Compensation Plan 146 Retiree Life Insurance 153 Safety Committee 154 Supplemental Term Life Insurance 155 Team Performance Award 156 Vacation Donation-Trial 160 Vision Plan 162 SUBJECT PAGE Voluntary Employees Beneficiary Association (VEBA) 000 Xxxxxxxxx Xxxxxx Leave of Absence 170 Work and Family Issues 172 Workplace Performance Monitoring/Recording 173 National Verizon/GTE/CWA Memoranda of Agreement (Blue Inserts) Domestic Partner Benefits 176 Education and Life-Long Learning 179 Holidays 180 Hourly Savings Plan (HSP) 181 Hourly Savings Plan 183 Neutrality and Consent Election 184 Service and Seniority Recognition 000 Xxxxx Xxxxx of Absence 191 Vacation Carry Forward (Banking) 193 Commuter Advantage Program (CAP) 196 LETTERS OF INTENT Annual Benefits Open Enrollment Teleconference 198 Home Dispatch Committee 199 Overtime Committee 200 Voluntary Layoff Leave of Absence Notification 202 WAGES Job Classification (by Wage Schedule Group) 203 Job Classification (by State) 204 Wage Progression Schedules (Canary Inserts) 205 INDEX TO AGREEMENT SUBJECT ARTICLE SECTION PAGE Accident Benefits 23 49 Accredited Service (Definition) 9 1 11 Arbitration (Expenses) 12 1 21 Arbitration (Definition) 12 1 20 Arbitration (Procedure) 12 20 Authorized Absence 24 50 Base Wage Rate (Definition) 9 2 12 Bereavement Time 24 2 51 Bulletin Boards (Union) 4 4 5 Bump Rights 17 3 35 Calendar Day (Definition) 9 5 12 Calendar Week (Definition) 9 6 12 Call-Out Time (Definition) 9 4 12 Choice of Tours/Days 13 5 23 Company Rules and Regulation 6 2 9 Concession Service 26 55 Connection and Move Charges 26 1 55 Contents and Duration 30 62 Contents of Agreement 30 1 62 Continuous Work 13 10 26 Contract Scope 6 LOT OVERVIEW 6 Lot Labor 19 40 Contractual Obligation 2 1 – Software 6 Lot 2 – Hardware Day-At-A-Time Vacation 21 5 46 Definitions 9 11 Differential Pay (Definition) 9 7 Lot 12 Discharge, Demotion and Suspension for 8 1 10 Cause Discharge, Demotion and Suspension (Union 8 3 – Cloud 11 Notification) Discipline (Administration) 8 Lot 10 Discontinuance of Union Dues 3 3 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES Distribution of Overtime 13 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions 26 Duration of Reseller(sAgreement 30 2 62 Elections (Excused Absence) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope1 50 SUBJECT ARTICLE SECTION PAGE

TABLE OF CONTENTS. Introduction ARTICLE TITLE PAGE 1 Recognition 1 2 Implementation of Memorandum of Understanding 1 3 Parties to Memorandum of Understanding 1 4 Unit Membership List 2 5 Nondiscrimination 2 6 OVERVIEW AND PURPOSE Bulletin Boards 2 7 Agency Shop Fees – Payroll Dues Deductions 3 8 Rest Period 6 9 Employment Opportunities 6 10 Work Access 7 11 Use of City Facilities 7 12 Safety and Ergonomics 7 13 Notice of Changes in Work Rules 9 14 Personnel Folders 9 15 Uniforms 10 16 Rain Gear 13 17 Jury Service 13 18 Civic Duty 13 19 Grievance Procedure 14 00 Xxxxx Xxxxxxxx 00 21 Employee Relations 19 22 Actions by Employee Relations Board 19 23 Calendar for Successor Memorandum of Understanding 19 24 Time Off for Oral and Written Promotional Examinations 19 25 Shift Differential 20 26 Vacations 20 27 Vacation Schedules 21 28 Bilingual Differential 21 29 Sign Language Premium 21 30 Civilian Modified Flexible Benefits Program 21 31 Holiday Pay 25 32 Regular Hours of Work 28 33 Overtime 30 34 Travel Allowance 32 35 Sick Leave Benefits 33 36 Family Illness 34 37 Bereavement Leave 35 38 Military Leave 36 39 Retirement Benefits 36 40 Mileage 37 41 Obligation to Support 37 TABLE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions CONTENTS ARTICLE TITLE PAGE 42 Provisions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Law and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS Separability 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement 43 Term 38 Transfer of Data; Charges 44 Union Sponsored Life Insurance and Optical Programs 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 45 Compensation for Court Appearances (LAPD) 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 46 Career Development Funds 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 47 Federal Political Action Check-Off 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project 48 VDT Optical Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The 49 Part Time Employment 43 50 Schedule Changes for Personal Business 47 51 Family and Medical Leave 48 52 Acting Pay Assignment 54 53 Salaries 56 54 Disability Insurance Plan 56 55 Dependent Care Reimbursement Account 56 56 Employee Assistance Program 56 57 Workers’ Compensation 57 58 Expanded Service Hours (Library Department) 57 59 Amendment of MOU to Include New York State Office Classes 58 60 Work Schedules 58 61 Union Release Time 58 62 Full Understanding 60 63 Continuation of General Services Merit Principles 60 APPENDICES Appendix A – Salaries effective 7/1/04 Appendix B – Salaries effective 7/1/05 Appendix C – Salaries effective 7/1/06 Appendix D – Salaries effective 1/1/07 Appendix E – Salary Notes Appendix F – Ergonomics Study Appendix G – 7(b) Work Period Letter of Intent- Family and Medical Leave Act (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (ITFMLA) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeBenefits

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 Salaries – Software 6 Lot 2 Faculty Members 114 Salaries – Hardware 7 Lot 3 Librarian Members 115 Salaries – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Laboratory Instructor Members 115 Overload Stipends 115 Payment of Salaries 116 Article 39: Professional Development Expense Reimbursements 116 Article 40: Travel Fund 117 Article 41: Benefits 117 Article 42: Pension Plan and Retirement 118 Article 43: Entry and Re-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves entry of Administrators into the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Bargaining Unit 118 Article 44: Code of Reseller(s) Participation 21 Designation Conduct 119 A: Conflict of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any Interest 119 B: Miscellaneous 120 Article 45: Special Relationships with Members of the LotsBargaining Xxxx 000 Xxxxxx Research Chairs 121 NSERC University Faculty Award (UFA) Recipients 123 Endowed Chair 125 Article 46: Retirement 126 Article 47: Early and Partial Retirement Incentives 127 Voluntary Early Retirement Incentive 127 Voluntary Partial Retirement Incentive 128 Article 48: Laboratory Instructors 130 Appointment 130 Review for Reappointment and Permanence and Promotion 134 Article 49: Workload for Lab Instructors 143 Article 50: Transition to the Agreement 149 Appendix A: Certification Order 150 Appendix B: Programme Redundancy 000 Xxxxxxxx X: Travel Fund Policy and Guidelines 153 Appendix D: Laboratory Instructors Transitional Agreement 156 Attachment 1: Designated Laboratory Courses 158 Attachment 2: Supplementary Regularly Scheduled Teaching 159 Schedule 1F: Faculty Salary Scale (July 1, or across Lots2010) 160 Schedule 2F: Faculty Salary Scale (July 1, 2011) 161 Schedule 1L: Librarian Salary Scale (July 1, 2010) 162 Schedule 2L: Librarian Salary Scale (July 1, 2011) 163 Schedule 1LI: Lab Instructor Salary Scale (July 1, 2010) 164 Schedule 2LI: Lab Instructor Salary Scale (July 1, 2011) 165 DEFINITIONS Agreement: this Collective Agreement. Contract ScopeAgreement Year: Twelve months beginning 1 July. Alternate Xxxx: for Arts and Science members, the Xxxx of Education. For Professional Studies members, the Xxxx of Arts and Science. For Education members and Librarians, the Xxxx of Professional Studies.

TABLE OF CONTENTS. Introduction 6 OVERVIEW Summary 1 Selected Historical Consolidated Financial Data of Meta 11 Selected Historical Consolidated Financial Data of Crestmark 13 Selected Unaudited Pro Forma Financial Information 15 Comparative Historical and Unaudited Pro Forma Per Share Data and Comparative Per Share Market Price and Dividend Information 17 Cautionary Statement Regarding Forward-Looking Statements 18 Risk Factors 19 Meta Special Meeting 30 Crestmark Special Meeting 35 PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER 39 Terms of the Merger 39 Background of the Merger 39 Meta’s Reasons for the Merger and Recommendation of the Board of Meta 44 Opinion of Meta’s Financial Advisor 45 Crestmark’s Reasons for the Merger and Recommendation of the Board of Crestmark 51 Opinion of Crestmark’s Financial Advisor 54 Certain Prospective Financial Information of the Parties 65 Material United States Federal Income Tax Consequences of the Merger 67 Accounting Treatment 70 Interests of Certain Persons in the Merger 70 The Merger Agreement 74 Structure 74 Merger Consideration 74 Conversion of Shares; Exchange of Certificates; Fractional Shares 74 Effective Time 76 Representations and Warranties 76 Conduct of Business Pending the Merger 78 Acquisition Proposals by Third Parties 80 Other Agreements 82 Conditions to Completion of the Merger 84 Termination of the Merger Agreement 86 Waiver and Amendment of the Merger Agreement 87 Regulatory Approvals Required for the Merger 88 Stock Exchange Listing 90 Restrictions on Resales by Affiliates 90 No Dissenters’ Rights of Appraisal 90 Voting Agreements 90 PROPOSAL NO. 2 AMENDMENT TO META’S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 30 MILLION TO 90 MILLION SHARES FOR THE PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5EFFECTING A THREE-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 EFOR-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves ONE FORWARD STOCK SPLIT 92 Price Range of Common Stock and Dividends 95 Unaudited Pro Forma Condensed Combined Financial Information 96 Notes to Unaudited Pro Forma Condensed Combined Financial Information 100 Information About the right to 18 Authorized User Reserved Companies 104 Crestmark Management’s Discussion and Analysis of Crestmark’s Financial Condition and Results of Operations 107 Description of Meta Capital Stock 128 Comparison of Stockholder Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope132

TABLE OF CONTENTS. Introduction ARTICLE PAGE NUMBER 1 BARGAINING AGENCY 6 OVERVIEW 2 DEFINITION OF BARGAINING UNIT EMPLOYEE 6 3 MANAGEMENT 7 4 WORKING CONDITIONS 7 5 HOURS OF WORK, Shift Premiums, etc. 8 6 OVERTIME 10 7 CALL TIME 10 8 EMERGENCY PROTOCOLS 9 WAGES 10 TRAVEL TIME 11 11 PREPARATION TIME 12 12 LAYOVER TIME 12 13 TEMPORARY TRANSFER 12 14 PERMANENT TRANSFER 14 15 STATUTORY HOLIDAYS 16 16 VACATIONS 17 17 INSURANCE COVERAGE 19 TRAVEL ACCIDENT 19 GROUP LIFE & A.D. & D 20 TOOL INSURANCE & TOOL ALLOWANCE 20 18 MEDICAL AND PURPOSE DENTAL COVERAGE 21 19 INCOME CONTINUANCE COVERAGE 22 20 SICK LEAVE 00 00 XXXXXXXXXXX XXXXX 00 00 JURY DUTY 24 23 UNION NOTICES AND SHOP STEWARDS 24 24 MOONLIGHTING 24 FINNING (CANADA) ARTICLE PAGE NUMBER 25 GENERAL PROVISIONS 25 ARCTIC PARKAS 25 GLOVES 25 COVERALLS AND SMOCKS 25 COLD WEATHER 25 CUSTOMER ASSISTED REPAIR 25 FIRST AID 26 LUNCH ROOM 26 COMPANY OWNED TOOLS 26 HARD HATS & RAIN JACKETS 26 SAFETY GLASSES 26 SAFETY BOOTS 27 WELDING GLOVES 27 TRAINING SESSIONS, MEETINGS AND INTERVIEWS 27 WASH ROOM 28 26 SENIORITY AND LAYOFF 28 27 SEVERANCE 30 28 GRIEVANCES AND COMPLAINTS 31 29 ARBITRATION 32 30 DEFINITIONS OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot CLASSIFICATIONS 33 31 APPRENTICES 36 32 SAVINGS CLAUSES 38 33 TECHNOLOGICAL OR PROCEDURAL CHANGES 39 34 CONTRACTING OUT 40 35 DEFINED CONTRIBUTION 41 36 DURATION OF AGREEMENT 42 FINNING (CANADA) ARTICLE SCHEDULES PAGE NUMBER "A" WAGES AND CLASSIFICATIONS - MECHANICAL DEPARTMENT 44 "B" WAGE RATES FOR APPRENTICES 46 "C" WAGES AND CLASSIFICATIONS - PARTS DEPARTMENT 48 “D” WAGES - TOOL LAB 50 "E" TUESDAY TO SATURDAY WORK WEEK 51 “F” HOUSING ALLOWANCE 52 LETTERS OF UNDERSTANDING LETTER OF UNDERSTANDING #1 – Software 6 Lot DEFINED BENEFIT PENSION PLAN 53 LETTER OF UNDERSTANDING #2 – Hardware 7 Lot - TEN (10) HOUR SHIFTS 54 LETTER OF UNDERSTANDING #3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE - JOINT SELECTION COMMITTEE 56 LETTER OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot UNDERSTANDING #4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADESERVICE CHARGEHAND 57 LETTER OF UNDERSTANDING #5 - TRAINING & DEVELOPMENT 58 LETTER OF UNDERSTANDING #6 - FIRST AID TICKETS AND TRAINING 60 LETTER OF UNDERSTANDING #7 - BANKING OF OVERTIME HOURS 61 LETTER OF UNDERSTANDING #8 - JOINT SAFETY COMMITTEE 63 LETTER OF UNDERSTANDING #9 - BRIDGING OF BENEFIT PAYMENTS 64 LETTER OF UNDERSTANDING #10 – STUDENTS 65 LETTER OF UNDERSTANDING #11 – MODIFIED SHIFTS 66 LETTER OF UNDERSTANDING #12 – SENIORITY DURING CHANGE OF DEPARTMENT 69 LETTER OF UNDERSTANDING #13 – TRANSFER FROM ISOLATED BRANCHES 70 LETTER OF UNDERSTANDING #14 – THINK BIG 71 LETTER OF UNDERSTANDING #15 – WAREHOUSE 73 LETTER OF UNDERSTANDING #16 – PERMANENT PART-INS 25 NEW YORK STATE OFFICE TIME EMPLOYEES 74 LETTER OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT UNDERSTANDING #17 – PM SPECIALIST 75 LETTER OF UNDERSTANDING #18 – HYDRAULIC SPECIALIST MECHANIC 77 COLLECTIVE AGREEMENT BETWEEN: FINNING (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSCANADA), New York State Procurement is responsible for developing A DIVISION OF FINNING INTERNATIONAL INC. (hereinafter called "the Company") OF THE FIRST PART AND: INTERNATIONAL ASSOCIATION OF MACHINISTS & AEROSPACE WORKERS, VANCOUVER LODGE #692 (hereinafter called "the Union") OF THE SECOND PART THIS AGREEMENT entered into this 15th day of April, 2017 to and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwareincluding the 14th day of April, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope2020.

TABLE OF CONTENTS. Introduction Table of Contents 2-3 Recitals …………………………………………………………………………………………….. 4 ARTICLES Pricing 4 Invoicing/Payment 4 Contract Term 4 Entire Agreement 4 Amendments 4 Governing Law and Venue 4 Appropriation/Contingency of Funds 4 Taxes 5 Delivery 5 Independent Contractor 5 Assignment or Sub-contracting 5 Non-Discrimination 5 Performance 5 Errors and Omissions 5 Warranty 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Patent/Copyright Material/Propriety Infringement 6 Contract Scope Compliance with Laws 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud Indemnification and Insurance 6-8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Confidentiality 9 SUBSEQUENT PERIODIC RECRUITMENT Contractor Personnel 9 ESTIMATED SPEND AND QUANTITIES County and Contractor Project Manager 9 Reports/Meetings 9 Ownership of Documents. 9 Title to Data 10 DEFINITIONS Records……………. 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCEAudit/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Inspections 10 Publication 10 Conflict of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Interest 10 Termination 11 Breach of Contract 11 Disputes…. 11 Orderly Termination 11 Force Majeure 11 Consent to Breach Not Waiver 11 Remedies Not Exclusive 12 Notices 12 County Child Support Enforcement 12 Change of Ownership 12 Precedence 12 Headings 12 Severability…. 13 Calendar Days 13 Attorney Fees 13 Waiver of Jury Trial 13 Interpretation 13 Authority 13 Health Insurance Portability and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 Accountability Act (HIPAA) 13 Survival 13 Employee Eligibility Verification 13 Bills and Liens 14 Changes 14 Terms and Conditions 14 Incorporation 14 Follow-On Work 14 Proposed Contract Signature Page 15 Attachments Attachment A – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies Scope of Work 16-24 Attachment B – Compensation/Payment Instructions 25-26 Attachment C – Performance Guarantee 27 Attachment DC – Staffing Plan 28 Attachment ED – Project Work Plan and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Schedule for Dependent Eligibility Audit 29 Attachment FE – HIPAA Privacy Business Associate Agreement 30-34 Exhibits Exhibit 1- County of Orange Child Support Enforcement Certifications 35 Exhibit 2- EDD Independent Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeReporting Requirement 29

TABLE OF CONTENTS. Introduction A. GENERAL 13 1 Scope of bid 13 2 Source of funds 13 3 Corrupt Practices… 13 4 Eligible bidders 134 5 Qualification of the bidder 14 6 OVERVIEW One bid per bidder 14 7 Cost of Bidding 15 8 Site Visit 155 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 17 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 19 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS accept any bid and to reject any or all bids 22 33 Notification of award 22 34 Signing of agreement 22 35 Performance security 22 36 Contract Effectiveness… 23 CONDITIONS OF TENDERERS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeBIDDERS

TABLE OF CONTENTS. Introduction SECTION ITEM PAGE 1 TERM 3 2 BASE RENT 3 2.1 RENT CREDIT 5 3 COMMON AREA AND MAINTENANCE CHARGE 5 CAM Charge and Increase 5 Operating Costs Definition 6 OVERVIEW 4 REMODELING AND PURPOSE OF THIS CONTRACT MAINTENANCEOF PREMISES 6 Contract Scope General Interior Repairs and Maintenance 6 LOT OVERVIEW Structural and Systems 6 Lot 1 – Software 6 Lot 2 – Hardware Other Repairs and Replacements 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Plan Approval 7 Quality of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 Work 7 5 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES PREMISES 7 Other Uses 7 6 SIGNAGE 8 7 LANDSCAPING, SNOW AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 ICE REMOVAL 8 8 RUBBISH REMOVAL 8 9 INSPECTION OF RECORDS FROM 8 10 MANAGEMENT CONFERENCE 9 11 RIGHT TO ENTER PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED 9 12 MODIFICATIONS TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for STRUCTURES 9 13 UTILITY CHARGES REIMBURSEMENT 9 14 INSURANCE 10 Public Liability Insurance 10 Fire and Extended Coverage 10 Mutual Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION Subrogation 11 15 INDEMNIFICATION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 LESSOR 12 16 COMPLIANCE WITH FEDERALLAW 12 17 LIENS 13 18 REMEDIES FOR BREACH 13 19 REDELIVERY OF PREMISES 15 20 NOTICES 15 21 POTENTIAL OPTION TO RENEW OR EXTEND 16 22 QUIET ENJOYMENT 16 23 MISCELLANEOUS 17 24 SUCCESSORS 17 25 MEMORANDUM OF LEASE 18 LEASE AGREEMENT THIS LEASE AGREEMENT made this day of , STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION 2022 between the CITY OF BRECKSVILLE, an Ohio Municipal Corporation (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSherein called the “City” or “Lessor”), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudas Lessor, and Implementation servicesCHAGRIN VALLEY DISPATCH COUNCIL, as Lessee, pursuant to authority duly adopted by the City on and authorized by the appropriate proceedings of the Lessee taken on October 20, 2021, respectively, copies of which are attached hereto as Exhibits “A” and “B” As required by the context herein, and as permitted by law, reference to the “City” shall also include its respective officials, agents and employees. The procurements shall be competitive at the transactional level via Request City for Quotations (RFQ) and will allow an Authorized User the ability to procure within any in consideration of the Lotscovenants and agreements hereinafter set forth on the part of Lessee to be kept and performed does hereby demise and lease unto the Lessee, and the Lessee does hereby take and hire, upon and subject to the conditions hereinafter expressed, the building known as Building #2 consisting of approximately 4,774 square feet, with a street address of 0000 Xxxxx Xxxx, Brecksville, Ohio, including the use of access roads servicing said building, and improvements therein, the Lease Premises being depicted in Exhibit “C” attached hereto and herein called the “Leased Premises” or across Lots. Contract Scope“Premises.” The Leased Premises is a part of certain other lands and buildings owned by the City of which the Leased Premises is a part, which collectively are known as the “Blossom Complex.”

TABLE OF CONTENTS. Introduction REQUEST FOR PROPOSAL 1 Invitation to Bid 5 2 Type of Open Competitive Bidding 5 3 Bidding Details (Instruction to Bidders) 6 OVERVIEW AND PURPOSE 4 Definitions 7 5 Headings and Titles 8 6 Notice 8 7 Tender Scope 8 8 Overview and Objectives 8 9 Duration of the Contract 9 10 Services Required 9 11 Bidder's Eligibility 20 12 Tender Cost 20 13 Joint Venture 21 14 Examination of the Tender Document 21 15 Amendment of the Tender Document 21 16 Preparation / Submission of Tender 21 17 Tender Price 25 18 Tender Security 25 19 Tender Validity 26 20 Modification / Withdrawal of the Tender 26 21 Opening of the Tender 26 22 Clarification of the Tender by the Client 26 23 Determination of Responsiveness of the Bid (Tender) 27 24 Correction of errors / Amendment of Tender 27 25 Rejection / Acceptance of the Tender 27 26 Acceptance Letter (Letter of Intent) 28 27 Performance Security 28 28 Redressing of Grievances by the Client 28 SAMPLE AGREEMENT 1 AGREEMENT 30 2 RECITALS 30 3 COVENANT: 31 4 ANNEXES TO THE AGREEMENT: 31 5 SERVICES REQUIRED 31 6 KEY SERVICE-LEVEL PARAMETERS 32 7 SIGNING OF THIS THE AGREEMENT 32 GENERAL CONDITIONS OF CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 33 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 33 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT INFORMATION 33 10 CONTRACT LANGUAGE 33 11 PATENT RIGHTS AND RIGHTS TO THE CONTENTS OF TERMS THE PROGRAM 33 12 PAYMENT 33 13 CONTRACT PRICE 34 14 CONTRACT AMENDMENT 34 15 ASSIGNMENT / SUBCONTRACT 35 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS EXTENSIONS IN TIME FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OBLIGATIONS UNDER THE CONTRACT 35 17 FORFEITURE OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY PERFORMANCE SECURITY 35 18 TERMINATION FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN DEFAULT 35 19 TERMINATION FOR INSOLVENCY 36 20 FORCE MAJEURE 36 21 DISPUTE RESOLUTION 36 22 STATUTES AND REGULATIONS 37 23 TAXES AND DUTIES 37 24 CONTRACT COST 37 25 AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMENREPRESENTATIVE 37 26 WAIVER 38 ANNEXURES Annexure-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request A: Standard Monetary Deductions for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCEDefault/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension Non-performance of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR Annexure-B: Technical Evaluation Criteria 43 Annexure-C: PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERALGUARANTEE 46 BID FORMS TECHNOCAL PROPOSAL SUBMISSION - STANDARD FORMS 47 FINANCIAL PROPOSAL SUBMISSION - STANDARD FORMS 57 ATTACHMENTS SAMPLE MAINTENANCE LOG SHEETS 75 1 Invitation to Bid Punjab Masstransit Authority, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any Government of the LotsPunjab (GoPb) invites bids for the “SUPPLY / INSTALLATION / REPLACEMENT / MAINTENANCE OF ELECTRICAL AND MECHANICAL SYSTEM / EQUIPMENT(S) FROM SHAHDRA TO GAJJUMATTA AT DESIGNATED PLACES IN LAHORE METROBUS SYSTEM” PPRA Rules to be followed Punjab Procurement Rules 2014, or across Lotsas modified from time to time ,will be strictly followed. Contract ScopeThese may be obtained from PPRA’s website: xxxx://xxxx.xxxxxx.xxx.xx/PublicPages/prorules1.aspx In this document, unless otherwise mentioned to the contrary, "Rule" means a Rule under the Punjab Procurement Rules 2014. Mode of Advertisement(s)

TABLE OF CONTENTS. Introduction 6 OVERVIEW 1. REAL PROPERTY, BUILDING AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot PREMISES 1 – Software 6 Lot 2. LEASE TERM 2 – Hardware 7 Lot 3 – Cloud 8 Lot 3. BASE RENT 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §4. ADDITIONAL RENT 4 5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 . USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES PREMISES 8 6. SERVICES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY UTILITIES 8 7. REPAIRS 11 8. ADDITIONS AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY ALTERATIONS 11 9. COVENANT AGAINST LIENS 12 10. INSURANCE 12 11. DAMAGE AND DESTRUCTION 14 12. NONWAIVER 14 13. CONDEMNATION 15 14. ASSIGNMENT AND SUBLETTING 15 15. SURRENDER OF WEB-BASED INFORMATION PREMISES AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM TENANT’S PROPERTY 17 16. HOLDING OVER 17 17. ESTOPPEL CERTIFICATES 17 18. SUBORDINATION 18 19. DEFAULTS; REMEDIES 18 20. COVENANT OF QUIET ENJOYMENT 19 21. SECURITY ENHANCEMENTS 19 22. SUBSTITUTION OF OTHER PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 21 23. SIGNS 21 24. COMPLIANCE WITH FEDERALLAW 22 25. LATE CHARGES 22 26. LANDLORD’S RIGHT TO CURE XXXXXXX 00 00. ENTRY BY LANDLORD 23 28. TENANT PARKING 23 29. MISCELLANEOUS PROVISIONS 23 (i) TABLE OF CONTENTS EXHIBITS EXHIBIT A OUTLINE OF FLOOR PLAN OF PREMISES AND FIRST REFUSAL SPACE EXHIBIT B TENANT WORK LETTER EXHIBIT C LIST OF PERSONAL PROPERTY EXHIBIT D SUPERIOR RIGHTS EXHIBIT E RULES AND REGULATIONS EXHIBIT F ESTOPPEL CERTIFICATE INDEX Page(s) Abatement Event 10 Abatement Notice 10 Additional Rent 5 Adjustment Dates 20 Affiliate 16 Affiliated Assignee 17 Alterations 11 Approved Working Drawings 1 Base Rent 4 Base Year 5 Base, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT Shell and Core Exhibit B BOMA 1 Brokers 25 Building 1 Calendar Year 5 Common Areas 1 Communication Equipment 25 Comparable Transactions 3 Contractor Exhibit B Control 17 Cosmetic Alterations 11 Draft Working Drawings Exhibit B East Building 1 Election Date 2 Eligibility Period 10 Estimate 7 Estimate Statement 7 Estimated Excess 7 Event of Default 18 Excess 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development Expense Year 5 fax 24 First Refusal Notice 2 First Refusal Space 1 Force Majeure 24 Governmental Requirements 22 Holidays 9 HVAC 9 Improvements Exhibit B Indemnified Claims 12 Interest Notice 3 Landlord 1 Landlord Indemnified Parties 12 Landlord Parties 13 Landlord’s Broker 25 Lease 1 Lease Commencement Date 2 Lease Term 2 Lease Year 2 Letter of Project Credit 20 Notices 24 Offeror 2 OP 17 Operating Expenses 5 Option Notice 3 Option Rent 3 Option Rent Notice 3 Option Term 3 Outside Agreement Date 4 Over-Allowance Amount Exhibit B Parking Facilities 1 Personal Property 10 Premises 1 Ready for Occupancy Exhibit B Real Property 1 Relocation Notice 21 Renovations 25 Rent 5 Review Period 7 RF 27 RP 17 Security Deposit 19 Security Deposit Laws 21 SNDA 18 Space Plan 41 Project Plan Document 41 Materials Exhibit B Stated Amount 20 Statement 7 Subject Space 15 Subleasing Costs 16 Substantial Completion Exhibit B Summary 1 Superior Leases 1 Superior Rights 2 Systems and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEquipment 6 Tax Expenses 6 Tenant 1 Tenant Delays Exhibit B Tenant Improvements 1 Tenant Indemnified Parties 13 Tenant Parties 12 Tenant’s Agents Exhibit B Tenant’s Broker 25 Tenant’s Election Notice 2 Tenant’s Share 6 Termination Notice 21 Terms 2 Transfer Notice 15 Transfer Premium 16 Transferee 15 Transfers 15 Utility Expenses 0 Xxxx Xxxxxxxx 0

TABLE OF CONTENTS. Introduction 6 OVERVIEW JOINT MANAGEMENT INFORMATION CIRCULAR 1 Information Contained In This Circular 1 Defined Terms 2 Reporting Currency, Exchange Rate and Financial Information 2 Forward-Looking Statements 2 National Instrument 43-101 4 Additional Information 4 Information for Beneficial Shareholders 5 Information for United States Shareholders 7 ROMARCO SHAREHOLDERS – QUESTIONS AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 ANSWERS ABOUT THE ARRANGEMENT AND THE ROMARCO MEETING 9 Q&A on the Arrangement 9 Q&A on Proxy Voting 14 OCEANAGOLD SHAREHOLDERS – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS QUESTIONS AND SERVICES EXCLUDED FROM ANSWERS ABOUT THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND ARRANGEMENT AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A THE OCEANAGOLD MEETING 17 TOLL FREE NUMBER Q&A on the Arrangement 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves Q&A on Proxy Voting 19 SUMMARY 23 The Meetings 23 The Arrangement 23 Recommendation of the right Romarco Special Committee 24 Recommendation of the Romarco Board 24 Reasons for Recommendations of the Romarco Special Committee and the Romarco Board 24 Romarco Fairness Opinion 26 Recommendation of the OceanaGold Special Committee 26 Recommendation of the OceanaGold Board 26 OceanaGold Fairness Opinion 27 Effects of the Arrangement 27 Romarco Shareholder Approval 28 OceanaGold Shareholder Approval 28 Voting Agreements 29 Court Approval and Completion of the Arrangement 29 Regulatory Approvals 29 Stock Exchange Listing and Reporting Issuer Status 30 Procedure for the Arrangement to 18 Authorized User Reserved Become Effective 30 Information Relating to the Combined Company Following the Arrangement 30 Summary Unaudited Pro Forma Financial Information 31 Letter of Transmittal 33 Information Relating to Romarco 33 Information Relating to OceanaGold 33 Dissent Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports 33 Summary of Certain Canadian Federal Income Tax Considerations 34 Summary of Certain United States Federal Income Tax Considerations 34 Risk Factors 34 Canadian Securities Law Matters 35 United States Securities Law Matters 35 THE ARRANGEMENT 36 Background to the Arrangement 36 Recommendation of the Romarco Special Committee 40 Recommendation of the Romarco Board 40 Reasons for Authorized User 20 Service Reports the Recommendations of the Romarco Special Committee and the Romarco Board 40 Romarco Fairness Opinion 42 Recommendation of the OceanaGold Board 43 Reasons for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions the Recommendations of Reseller(s) Participation 21 Designation the OceanaGold Special Committee and the OceanaGold Board 43 OceanaGold Fairness Opinion 44 Description of Reseller(s) 21 Responsibility the Arrangement 45 Procedure for Reporting/Performance 21 Applicability the Arrangement to Become Effective 47 Romarco Shareholder Approval 47 OceanaGold Shareholder Approval 47 Voting Agreements 47 Court Approval and Completion of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support the Arrangement 51 Treatment of Product 22 Obligations 22 Romarco Options 52 Stock Exchange Listing and Reporting Issuer Status 52 Letter of Transmittal 53 Exchange Procedure 53 Treatment of Fractional Shares 54 Return of Romarco Shares 54 Lost Certificates 54 Cancellation of Rights 54 Withholding Rights 55 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Dissent 55 Interests of Certain Persons in the Arrangement 55 Intention of Romarco Directors and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF Romarco Officers 59 Intention of OceanaGold Directors and OceanaGold Officers 59 Depositary 59 Expenses of the Arrangement 59 INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER RELATING TO THE COMBINED COMPANY FOLLOWING THE ARRANGEMENT 60 Overview 60 Organizational Chart 61 Mineral Resource Estimate for the Properties of the Combined Company 62 Selected Unaudited Pro Forma Consolidated Financial Information 62 Pro Forma Consolidated Capitalization 63 Principal Holders of Shares 64 Description of Share Capital 64 Dividends 66 Auditor of the Combined Company 66 Board of Directors 66 Executive Officers 66 THE ARRANGEMENT AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract 67 Representations and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access Warranties 67 Conditions Precedent to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or the Arrangement 69 Covenants 71 Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS the Arrangement Agreement 80 Amendment 84 REGULATORY MATTERS 84 Canadian Securities Law Matters 84 United States Securities Law Matters 84 Stock Exchange Approvals 85 HSR Approval 86 Other Regulatory Matters 86 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 86 Holders Resident in Canada 87 Holders Not Resident in Canada 90 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 92 RISK FACTORS 98 RIGHTS OF DISSENTING ROMARCO SHAREHOLDERS 104 GENERAL INFORMATION CONCERNING THE ROMARCO MEETING AND VOTING 107 Time, Date and Place 107 Record Date 107 Approvals Required 107 Solicitation of Proxies 107 Voting by Proxies 107 Revocability of Proxies 108 Voting of Romarco Shares Owned by Beneficial Shareholders 108 Quorum 109 Principal Holders of Romarco Shares 109 GENERAL INFORMATION CONCERNING THE OCEANAGOLD MEETING AND VOTING 110 Time, Date And Place 110 Record Date 110 Approvals Required 110 Solicitation of Proxies 110 Voting by Proxies 110 Revocability of Proxies 111 Voting of OceanaGold Shares Owned by Beneficial Shareholders 111 Quorum 112 Principal Holders of OceanaGold Shares 113 INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 113 LEGAL MATTERS 113 INTERESTS OF EXPERTS OF ROMARCO AND OCEANAGOLD 113 Names of Experts 113 ROMARCO DIRECTORS’ APPROVAL 116 OCEANAGOLD DIRECTORS’ APPROVAL 116 GLOSSARY OF DEFINED TERMS 117 CONSENT OF RBC DOMINION SECURITIES INC 130 CONSENT OF NATIONAL BANK FINANCIAL INC 131 APPENDIX A INFORMATION RELATING TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION ROMARCO.................................................... A-1 APPENDIX B INFORMATION RELATING TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST OCEANAGOLD .............................................B-1 APPENDIX C UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF OCEANAGOLD C-1 APPENDIX D FORM OF ROMARCO ARRANGEMENT RESOLUTION................................ D-1 APPENDIX E FORM OF OCEANAGOLD SHARE ISSUANCE RESOLUTION ...................... E-1 APPENDIX F PLAN OF ARRANGEMENT ................................................................................. F-1 APPENDIX G NOTICE OF HEARING OF PETITION FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT FINAL ORDER ........................... G-1 APPENDIX H INTERIM ORDER ................................................................................................. H-1 APPENDIX I ROMARCO FAIRNESS OPINION......................................................................... I-1 APPENDIX J OCEANAGOLD FAIRNESS OPINION .................................................................J-1 APPENDIX K DIVISION 2 OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT PART 8 OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeTHE BCBCA.......................................................... K-1

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot COVER SHEET 1 – Software 6 Lot PROPOSAL SHEET 2 – Hardware 7 Lot 3 – Cloud 8 Lot INSTRUCTIONS TO BIDDER 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §PROJECT SPECIAL PROVISIONS GENERAL 5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 9 SCOPE 5 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 CONSTRUCTION CONFERENCE 5 CONTRACT TIME AND LIQUIDATED DAMAGES 5 CONTRACT PERIOD 5 CPI (PRICE ADJUSTMENTS) 6 INTERMEDIATE CONTRACT TIME NUMBER 1 AND LIQUIDATED DAMAGES 6-7 NO MAJOR CONTRACT ITEMS 8 NO SPECIALTY ITEMS 8 COOPERATION BETWEEN CONTRACTORS 8 OUTSOURCING OUTSIDE THE USA 8 GIFTS FROM VENDORS AND CONTRACTORS 9 EMPLOYMENT 9 STATE HIGHWAY ADMINISTRATOR TITLE CHANGE 9 PROJECT SPECIAL PROVISIONS ROADWAY 10-13 MOBILIZATION 10 EMERGENCY CALL BACK MOBILIZATION 10 CLEAR WOODED VEGETATION 10 REMOVAL AND DISPOSAL 10 DAMAGE TO NCDOT FACILITIES 11 EQUIPMENT AND LABOR 11 SUPERVISION BY CONTRACTOR 11 WORK ZONE TRAFFIC CONTROL GENERAL REQUIREMENTS 12-13 TEMPORARY TRAFFIC CONTROL 12 QUALIFIED TRAFFIC CONTROL SUPERVISION 13 PROPERLY EQUIPED AND QUALIFIED FLAGGER 13 MEASUREMENT AND PAYMENT 13 STANDARD SPECIAL PROVISIONS 14-21 AVAILABILITY OF FUNDS-TERMINATION OF CONTRACTS 14 ERRATA 15-16 PLANT AND PEST QUARANTINES 17 MINIMUM WAGES 18 ON THE JOB TRAINING 19-21 DIVISION CONTRACT BID FORM AND RELATED SIGNATURE SHEETS 22-30 DIVISION CONTRACT BID FORM 22 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS COLLUSION AFFIDAVIT, DEBARMENT CERTIFICATION AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADEGIFT BAN CERTIFICATION 23-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope30

TABLE OF CONTENTS. Introduction Plan Participation 1 Initial Eligibility 1 Initial Eligibility for Certain Groups 2 Continuing Eligibility 2 Dollar Bank 3 Reciprocal Hours 4 Dependent Eligibility 4 When Eligibility Ends 5 Reinstating Your Eligibility 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Changing Classification to/from the MRA Plan 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Life Events 7 Lot 3 – Cloud Special Enrollment 7 Getting Married 7 Adding a Child 8 Lot 4 – Implementation Services If You Become Legally Separated or Divorced 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Child Losing Eligibility 8 Taking a Leave of Absence Under the FMLA 8 Taking a Military Leave 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS If You Become Disabled 11 When You Are Not Working 12 In the Event of Death 12 When You Retire 12 CONTINUING COVERAGE 13 Disabled Employee Program 13 Retired Employee Program 14 Surviving Spouse Program 16 CONTRACT TERM Self-Payment Contributions 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A COBRA Continuation Coverage 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves Medical Benefits 21 How the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION Medical Plan Works 21 Conditions of Reseller(sCovered Medical Benefit Expenses 22 Medical Benefits Not Covered Under the Plan 27 Prescription Drug Benefits 28 How the Plan Works 28 Covered Prescription Drug Expenses 29 Covered prescription drug expenses include: 29 Prescription Drug Expenses Not Covered Under the Plan 30 Vision Care Benefits 31 Hearing Care Benefits 32 Covered Hearing Expenses 32 Health Reimbursement Arrangement 33 Death and Disability Benefits 37 Weekly Disability Benefits (Active Employees Only) Participation 21 Designation of Reseller(s37 Death Benefits (Active, Disabled, and Retired Employees Only) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration37 Accidental Death and Dismemberment (AD&D) Benefits (Active, Maintenance Disabled, and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADARetired Employees Only) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA Designating a Beneficiary 38 General 38 Transfer Exclusions and Limitations 39 Claims and Appeals 41 Filing Claims 41 Claim Decisions and Benefit Payment 42 If a Claim is Denied 44 Appealing a Denied Claim 45 Appeal Decisions 47 Medical Judgments 48 Information Requirements 48 Privacy Policy 49 Breach Notification Rights for Unsecured Protected Health Information under HIPAA 49 Sole Authority on Plan Benefits 49 Claims Audit Reward Program 50 General Coordination and Nonduplication of Data at end Benefits 51 Rescission of Contract and/or Authorized User Agreement Term 38 Transfer Coverage 54 Right of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Subrogation 55 Amendments to the Plan 41 Project 55 Important Plan Document 41 Materials Information 56 Your ERISA Rights 58 Receive Information about Plan and Supplies Required to Complete Implementation 41 Negotiation of Final Project Benefits 58 Continue Group Health Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeCoverage 58 Prudent Actions by Plan Fiduciaries 58 Enforce Your Rights 59 Assistance with Questions 59 Definitions 60

TABLE OF CONTENTS. Introduction I. INTRODUCTION 1 II. CHECK LIST 2 Part A. Submittal 2 Part B. Design Review 2 Part C. Preconstruction Requirements 3 Part D. Construction 4 Part E. Preacceptance 4 Part F. Acceptance & Warranty 5 III. APPLICANT INFORMATION 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware IV. THE UTILITY DEVELOPER EXTENSION AGREEMENT 7 Lot 3 – Cloud Responsibilities 7 Definitions 7 Warranty of Authority 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Location of the Utility Extensions 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES Description of Utility Extensions 10 DEFINITIONS Fees to be Paid by the Developer 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Preliminary Design Review 11 Omissions and Discrepancies 12 Insurance Requirements 12 Hold Harmless. 13 Risk of Loss 13 Easements 13 Surveys 14 Permits 14 Surety Instrument 14 Procedure for Acceptance 14 Phased Construction 15 Time Limitation of Application 15 Time Limitation of Issued Approval 16 CONTRACT TERM Materials and Equipment 16 DOWNSTREAM PROHIBITION Warranties of the Developer 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A Correction of Defects During the Warranty Period 17 TOLL FREE NUMBER Rates and Charges 17 DESIGNATED PERSONNEL Royalties and Patents 17 Account Manager 17 Billing Contact Subletting or Subcontracting 18 Emergency Contact Latecomer’s Agreement 18 Contractor Administrator General Conditions 18 E-RATE Utilities Engineering Standards 18 NEW YORK STATE RIGHTS Notice of Completeness 18 New York State reserves Signatures 19 V. GENERAL CONDITIONS FOR CONSTRUCTION 20 Authority of Utility 20 Determination of “OR Equal” 20 Compliance with Laws 20 Stoppage of Work 20 Points, Instructions and Construction Staking by the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales Developer 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION Inspections and Tests 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development Availability of Project Plan 41 Project Plan Document 41 Documents 23 Materials and Supplies Required to Complete Implementation 41 Negotiation Equipment List 24 Shop Drawings 24 Samples 24 Protection of Work and Property 24 Safety Requirements 24 Use of Private Property 25 Location of Underground Utilities 25 Replacing Improvements 25 Superintendents and Supervision 25 Operation of Existing Water Valves 26 Domestic Water Meters 26 Flushing of New Water Mains 26 Disposal of Flush Water 26 Video Inspection 26 Side Sewer Permits 26 Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible Sequence for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeCommercial Projects 27

TABLE OF CONTENTS. Introduction SECTION ITEM PAGE 1 TERM 3 2 BASE RENT 3 3 COMMON AREA AND MAINTENANCE CHARGE 4 CAM Charge Increase 4 Operating Cost Definition 4 4 REMODELING AND MAINTENANCE OF PREMISES 5 General Interior Repairs and Maintenance 5 Structural and Systems 5 Other Repairs and Replacements 5 Playground Installation 5 Plan Approval 5 Quality of Work 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 5 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES PREMISES 6 Other Uses 6 6 SIGNAGE 6 7 LANDSCAPING, SNOW AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 ICE REMOVAL 7 8 RUBBISH REMOVAL 7 9 INSPECTION OF RECORDS FROM 7 10 MANAGEMENT CONFERENCE 7 11 RIGHT TO ENTER PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED 7 12 MODIFICATIONS TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for STRUCTURES 8 13 UTILITY CHARGES REIMBURSEMENT 8 14 INSURANCE 8 Public Liability Insurance 8 Fire and Extended Coverage 9 Mutual Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION Subrogation 10 15 INDEMNIFICATION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 LESSOR 10 16 COMPLIANCE WITH FEDERALLAW 11 17 LIENS 11 18 REMEDIES FOR BREACH 12 19 REDELIVERY OF PREMISES 13 20 NOTICES 13 21 POTENTIAL OPTION TO RENEW OR EXTEND 14 22 QUIET ENJOYMENT 14 23 MISCELLANEOUS 15 24 SUCCESSORS 15 25 MEMORANDUM OF LEASE 15 LEASE AGREEMENT This Lease Agreement made this day of , STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION 2022 between the CITY OF BRECKSVILLE, an Ohio Municipal Corporation (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSherein called the “City” or “Lessor”), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudas Lessor, and Implementation servicesSOUTH SUBURBAN MONTESSORI, as Lessee, pursuant to authority duly adopted by the City on and authorized by the appropriate proceedings of the Lessee taken on , 2022, respectively, copies of which are attached hereto as Exhibits “A” and “B.” As required by the context herein, and as permitted by law, reference to the “City” shall also include its respective officials, agents and employees. The procurements shall be competitive at the transactional level via Request City for Quotations (RFQ) and will allow an Authorized User the ability to procure within any in consideration of the Lotscovenants and agreements hereinafter set forth on the part of Lessee to be kept and performed does herby demise and lease unto the Lessee, and the Lessee does hereby take and hire, upon and subject to the conditions hereinafter expressed, the building known as Building #6 consisting of approximately 5,882 square feet, with a street address of 0000 Xxxxx Xxxx, Brecksville, Ohio, including the use of access roads servicing said building, and improvements therein, the Lease Premises being depicted in Exhibit “C” attached hereto and herein called the “Leased Premises” or across Lots. Contract Scope“Premises.” The Lease Premises is a part of certain other lands and buildings owned by the City of which the Lease Premises is a part, which collectively are known as the “Blossom Complex.”

TABLE OF CONTENTS. Introduction PAGE 1 Definitions; Lease Provisions 1 2 Lease Grant 3 3 Lease Term 4 4 Use 4 5 Rent 4 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Services to be Furnished by Landlord 5 7 Condition of Premises 6 Contract Scope 8 Graphics 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support Repair of Premises by landlord 6 10 Repair and Maintenance Obligations of Tenant 6 11 Alternations by Tenant 7 12 Utilities; Structural Overload 7 13 Laws and Regulations 8 14 Building Rules and Regulations 8 15 Entry by Landlord 9 16 Assignment and Subletting 9 17 Construction Liens 9 18 Landlord’s Insurance 10 19 Tenant’s Insurance and Requirements 10 20 Indemnity; Limitation of Liability 11 21 (Intentionally Omitted) 11 22 Casualty Damage 12 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS Condemnation 12 24 Events of Default; Remedies 13 25 Peaceful Enjoyment 14 26 Surrender; Holding Over 14 27 Subordination to Mortgage; Attornment 14 28 Estoppel Certificates 15 29 Parking 15 TABLE OF CONTENTS (continued) Page 30 Attorney’s Fees 16 31 No Implied Waiver 16 32 Mortgagee Protection; Landlord's Liability 16 33 Security Deposit 17 34 Notice 17 35 Severability 17 36 Recordation 17 37 Governing Law 17 38 Force Maj exxx 18 39 Time of Performance 18 40 Brokers 18 41 Effect of Delivery of This Lease 18 42 Exhibits 18 43 Captions; Construction 18 44 Prior Agreements and Amendments 18 45 Binding Effect; Usage 18 46 Statutory Notice Requirement 18 47 Waiver of Trial by Jury 19 48 Financial Statements 19 49 Representations; Authority 19 50 Tenant's Acceptance Letter 19 51 Bankruptcy 19 52 No Partnership 19 53 Third Party Rights 20 54 Days 20 55 Reservations 20 56 Counterparts, Facsimiles 20 57 Public Filings 20 58 Survival 20 59 Ground Lease 20 60 Joint and Several Liability 20 EXHIBIT LIST EXHIBIT “A” DESCRIPTION OF PROPERTY EXHIBIT “B” FLOOR PLAN OF PREMISES EXHIBIT “C” ANNUAL RENT ADJUSTMENTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT OPERATING EXPENSES EXHIBIT “D” WORK LETTER AGREEMENT EXHIBIT “E” RULES AND REGULATIONS EXHIBIT “F” TENANT ACCEPTANCE LETTER LEASE AGREEMENT THIS LEASE AGREEMENT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSthis "Lease"), New York State Procurement is responsible for developing made and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed entered into as of this new contracting model for Information Technology 1st day of December, 2009 (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwarethe "Effective Date"), Hardwareby and between 1000 XXXXXXXX XXXXXX INVESTMENT LP, Clouda Delaware limited partnership ("Landlord"), and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations CAR CHARGING INC., a Florida corporation (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope"Tenant").

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot A. GENERAL 16 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT BID 16 2 SOURCE OF FUNDS 16 3 Corrupt practices 16 4 ELIGIBLE BIDDERS 17 5 QUALIFICATION OF THE BIDDER 17 6 One bid per bidder 17 7 Cost of Bidding 18 8 Site Visit 18 B. BIDDING DOCUMENTS 19 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND Contents of Bidding Documents 19 10 Clarification of Bidding Documents 19 11 Amendment of Bidding Documents 20 C. PREPARATION OF BIDS 20 12 Language of Bid 20 13 Documents Comprising the Bid 20 14 Bid Prices 21 15 CURRENCIES OF BID AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS PAYMENT 21 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A Bid Validity 21 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact Bid Security 21 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS No Alternative Offers 22 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM BID MEETING (WHere applicable) 22 20 Format and Signing of Bids 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS D. SUBMISSION OF BIDS 23 21 Sealing and Marking of Bids 23 22 DEADLINE FOR SUBMISSION OF BIDS 24 23 LATE BIDS 24 24 Modification, SUBSTITUTION and Withdrawal of Bids 24 E. BID OPENING AND EXTENSION OF USE EVALUATION 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 25 Bid Opening 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 26 Process to be confidential 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach clarification of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any bidsand contacting of the Lots, or across Lots. employer 25 28 Examination of bidsand determination of responsiveness 26 29 correction of errors 26 30 EVALUATION AND COMPARISON OF BIDS 27 F. FINANCIAL EVALUATION 29 32 Comparison of major rates of items of construction & credibility of tenderers rates 29 33 Preference For Domestic Bidders 29 G. AWARD OF CONTRACT 29 34 Award 29 36 Notification Of Award 30 38 Signing Of Agreement 30 39 Contract ScopeEffectiveness 30

TABLE OF CONTENTS. Introduction PAGE HANDBOOK AGREEMENT 4 PERMISSION PAGE 5 VLC SKILLS VIDEOS RETURN DEMONSTRATIONS PERMISSION AND USE 6 OVERVIEW AND PURPOSE History of the Nursing Program 7 Accreditation Status 8 Nursing Program Organizing Foundation 9 Mission Statement 9 Philosophy 9 Program Goals 9 Program Outcomes 9 Program Outcomes to Level Outcomes 9 Core Values/Definitions 12 ONU BSN Degree Requirements & Program Plan 13 Benchmarks 13 Requirements for ONU BS in Nursing Degree 13 Nursing Program Prerequisites 13 Schedule of Nursing Major Courses (ABSN) 14 ABSN Admission, Progression, and Retention Policies 14 Admission to the Nursing Program (ABSN) 14 Requirements for Admission to the Nursing Major 15 HESI Admission Exam Policy 15 Progression Requirements 15 Math Policy 17 Return to the Nursing Major 17 Appeals/Grievance Procedure 17 School of Nursing Procedure 18 Retention 18 Academic Problem Solving 18 Academic Integrity and Professional Behavior 19 Statement of Academic Integrity 19 Ethics/Plagiarism 19 Code of Interpersonal Professional Agreement 19 Professional Behavior 19 Confidentiality 21 Privacy and Confidentiality Under the Health Insurance Portability 21 and Accountability Act of 1995 (HIPAA) TABLE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation CONTENTS (cont.) Page Academic Support Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §522 Xxxxxx Library 22 Tutoring 22 Guidelines for Accommodating Students with Disability 23 Disability Support Services 23 ABSN Academic Information and Policies 23 Orientation Day Policy 23 Required Books 23 Student Cohort Focus Group 23 Grade Scale 23 Math Policy 24 Course Activities 24 Extra Credit 24 Late Work Policy 25 Conduct in Discussion Forums and Other Forms of Communication 25 Discussion Requirements and Rubric 25 Modification of the Syllabus 27 Examination Policy 27 Notification of Exam Grades 28 Exam Make-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCEup Procedure 29 HESI Standardized Exam Policy 29 Use of Computer Lab/SUPPORT AND WARRANTY WORK 20 Service Reports Rules for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(sTesting 30 Clinical/Virtual Learning Center (VLC) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures Expectations 31 Clinical Placement/Assignments 31 Obtaining a Capstone Experience 31 Health Policies/Compliance 31 Vaccination Compliance 32 CPR Certification 32 Criminal Background Check 32 Drug Screening Policy 32 Incident Occurrence 33 Medication Error/Near Miss 34 Liability Insurance 34 Safety Guidelines for Clinical Settings 34 Student Expectations for clinical Settings 34 Unsatisfactory Clinical Day 36 Security Incidents Evaluation of students in the clinical setting 36 DATA BREACH Clinical, Lab, and Simulation Attendance/Absence Policy 37 Student Uniform 38 TABLE OF CONTENTS (cont.) Page Oak Brook Virtual Learning Center (VLC) 39 Virtual Learning Center (VLC) Hours 39 Skills/Skills Validations 39 Skills Video Recording Policy 40 Graduation Requirements 42 Requirements for Graduation 42 Fees for State Boards 42 Licensure Requirements 42 Criminal Background Check 43 Program Evaluation 43 Post-Graduation Alumni Survey 43 Shared Governance and Student Organizations 44 Organizations and Activities 44 The Xxxxx Xxxxxxx of Nursing, Sigma Theta Tau International, Kappa Sigma Chapter 44 Ceremony and Awards 44 Honors 44 Supplemental Information 44 Transportation and Motor Vehicle 44 Inclement Weather Policy SGCS Chicagoland Sites 44 Guidelines for Community Activities 44 Student Financial Accounts 45 Additional Contact Information 46 Family Educational Rights and Privacy Act (FERPA) 46 Appendices Appendix A: XXX Code of Ethics for Nurses 48 Appendix B: Bill of Rights and Responsibilities for Students of Nursing 48 Appendix C: Rating Scale for Clinical Evaluations 50 Appendix D: Program Drug List 51 Appendix E: Skill card 56 Olivet Nazarene University School of Nursing Handbook Agreement I, the undersigned, agree to the use of my course work and/or test scores for the purpose of evaluation during my academic tenure at Olivet Nazarene University. I understand the information will be aggregated data solely for the purpose of enhancing the overall quality of the nursing program. I understand I am responsible for monitoring my ONU email, as this is how the Nursing Faculty and Administration will be communicating with me. I also understand that nothing will be acknowledged or accepted by ONU unless it is through the Olivet email. The student must also use their Olivet email for all Evolve resources. In addition, I have reviewed the current Olivet Nazarene University Nursing Student Handbook. I accept responsibility for knowledge of the handbook contents and the standards and academic policies found herein. This receipt needs to be submitted to the ABSN program director - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIPOak Brook, ACCESS Olivet Nazarene University and will be filed with your student records. I give the university permission to release my social security number and birth date to university healthcare partners for clinical placement and Continental Testing Company upon graduation to take the NCLEX. Print Name ______________________________________________________________ Signature __________________________________________________ Date___________ (month/day/year) Semester _______________ Please sign below to indicate your permission and use of photography taken at the University PHOTOGRAPHY PERMISSION AND LOCATION 37 Data Ownership 37 Authorized User Access USE ____________________________________________________ grants Olivet Nazarene University permission to Data 37 Contractor Access use photographs of me in publications produced by the organization, web sites owned by the organization, or public relations activities conducted by the organization for the purpose of promoting Olivet Nazarene University. ____________________________________________________________________________ Signature Permission given this_______day of _____________________________, _______. PERMISSION FORM* I ____________________________ give permission to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSmy nursing advisor(s), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwarenursing professors, Hardwareclinical instructor(s), CloudABSN program director, and Implementation servicesdirector of nursing programs at ONU, to discuss my: _____ Assignment grades _____ Clinical Performance _____ Test grades _____ Standardized Test Scores _____ Course grades _____ Other academic measures _____ Grade Point Average Those individuals who may contact members of the ONU School of Nursing Faculty include: Mother (name) _________________________ Father (name) _________________________ Guardian (name) _________________________ Spouse (name) _________________________ Other (name) __________________________ Relationship _____________________ I understand that the individual(s) listed within this release will need to supply my student ID number to receive the information listed above. I also understand that I may revoke this permission by submitting a written request to the ABSN program director. I understand that no information will be conveyed by email or US Postal Service. I request to be included in any phone conversation or face-to-face discussions regarding my academic status. _____ No _____ Yes (I may be reached by phone at: __________________________) _____________________________ ______________________ ________________ Student Signature Student ID # Date * The procurements shall permission form only needs to be competitive at completed once for the transactional level via Request for Quotations (RFQ) program and will allow an Authorized User remain in effect until revoked by the ability to procure within any of the Lots, or across Lots. Contract Scopestudent.

TABLE OF CONTENTS. Introduction Article Page Preamble 1 1 Term of Collective Agreement 1 2 Construction and Interpretation 2 3 Definitions 2 4 Union Recognition 4 5 Union Membership and Dues Deduction 4 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Management Rights 5 7 No Strike, Lockout, or Slowdown 5 8 Joint Committee 6 Contract Scope 9 Seniority 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 10 Job Descriptions 8 Lot 4 – Implementation Services 11 Salaries and Increments 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 12 Hours of Work 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 13 Overtime 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 14 Shift Premiums 11 15 Preceptor Allowance 12 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5On-A Call and Call-Back 12 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact Transportation and Travel Expenses 14 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote AdministrationVacancies, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, CloudAppointments, and Implementation services. The procurements shall be competitive Transfers 14 19 Probationary Period and Orientation 16 20 Performance Development and Review 17 21 Professional Development 18 22 Employee Benefits 18 23 Named Holidays 19 24 Vacation 21 25 Leave of Absence 24 26 Salary Continuance / Sick Leave 33 27 Workers’ Compensation 34 28 Pension Plan 35 29 Respectful Workplace 35 30 Health and Safety 36 31 Dispute Resolution Process 37 32 Discipline, Dismissal and Resignation 40 33 Termination 41 34 Layoff and Recall 42 Salary Appendix 46 Letter of Understanding Page 1 Retention of Experienced Employees (Long Service Pay Adjustment) 47 2 Educational Allowance 48 3 Northern Incentive Program 49 4 Nurse Practitioner Locum Program 51 5 Employment in Multiple Positions 56 6 Severance 58 7 Information Sharing 60 8 Topics for Discussion at Joint Committee 61 9 Recruitment and Retention 62 10 Deferred Salary Plan 63 11 Legacy Vacation Entitlement 64 COLLECTIVE AGREEMENT MADE THIS 12TH DAY OF OCTOBER 2023, BETWEEN ALBERTA HEALTH SERVICES (Hereinafter referred to as the transactional level via Request for Quotations “Employer”) COVENANT HEALTH (RFQHereinafter referred to as the “Employer”) and will allow an Authorized User OF THE FIRST PART AND ALBERTA UNION OF NURSE PRACTITIONERS (Hereinafter referred to as the ability to procure within any of the Lots, or across Lots. Contract Scope"Union") OF THE SECOND PART

TABLE OF CONTENTS. Introduction TABLE OF CONTENTS i INSTRUCTIONAL STAFF DIRECTORY 1 ADMINISTRATION, SUPERVISION & SUPPORT PERSONNEL 2 BOARD OF EDUCATION OFFICERS & MEMBERS 2 2021-2022 SCHOOL CALENDAR 3 DAILY SCHEDULE OF CLASS PERIODS 4 ACADEMIC ACHIEVEMENT 5 ACTIVITIES 5 ANNOUNCEMENTS & BULLETIN BOARDS 6 OVERVIEW ATTENDANCE & HOMEWORK REQUESTS 6 BACKPACKS/BOOK BAGS/PURSES 9 BEHAVIORAL EXPECTATIONS 9 BUSING/TRANSPORTATION 10 CANCELLATION OF SCHOOL 12 CHILD CARE 12 CHROMEBOOK USAGE AGREEMENT 12 COLLEGE-TECH SCHOOL VISITATIONS 13 COMPLAINTS 13 CONDUCT AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 COURTESY 13 COURSES OFFERED OUTSIDE NORMAL CURRICULUM 16 COVID-19 16 DIRECTORY INFORMATION 16 DRESS 17 FAMILY ACCESS 18 FEES, FINES AND CHARGES 18 FIELD TRIPS 19 FIRST AID 19 (Continued on next page) GRADE PLACEMENT 19 GRADUATION REQUIREMENTS 20 HALL PASSES 20 HARASSMENT POLICY 20 HONORS PASS PROGRAM 21 LIBRARY PROCEDURES 22 LOCKERS AND LOCKS 22 LUNCH /BREAKFAST 23 MAJORITY AGE STUDENTS 23 MEDICATION AT SCHOOL 23 MONEY AT SCHOOL 24 MONEY AND ACCOUNTS – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves (information for the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Treasurer of Reseller(san organization) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 24 NON-STATE AGENCIES DISCRIMINATION POLICY AND EQUAL EDUCATION 24 OPTIONS PROGRAMS 24 PHYSICAL EDUCATION 25 PLAGIARISM 25 SCHEDULE CHANGES 26 SCHOOL SAFETY 26 SEMESTER EXAMS 26 SOCIAL REGULATIONS 27 SOLICITATION BY STUDENTS 27 SPECTATOR BEHAVIOR 27 STANDARDIZED TESTING 28 STUDENT PLANNERS 28 STUDENT SUPPORT SERVICES 28 TEACHER MAILBOXES 29 TECHNOLOGY USE/CODE OF CONDUCT 29 TEXTBOOK SERVICE 29 THREATS 29 (Continued on next page) TRAFFIC WITHIN SCHOOL 29 VISITORS TO SCHOOL 30 WEAPONS 30 WORK PERMIT 30 MISCELLANEOUS 30 HOW TO GET HELP WITH A CONCERN 31 STUDENT ACTIVITIES HANDBOOK INTRODUCTION 32 EXTRA CURRICULAR PARTICIPANTS 33 ELIGIBILITY 33 GENERAL RULES FOR PARTICIPATION IN CENTRALIZED CONTRACTS ACTIVITIES 34 CRITERIA FOR HOLDING AN OFFICE IN ANY ACTIVITY 36 WIAA RULES FOR PARTICIPATION IN ATHLETICS 36 ACTIVITY CODE PENALTIES 36 A. ALCOHOL, TOBACCO AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeVIOLATIONS 36

TABLE OF CONTENTS. Introduction Philosophy 1 Mission 1 Certification 1 Hours of Operation 1 Drop Off and Pick Up 2 School Holidays 2 Admission & Enrollment 3 Inclusion 3 Non-Discrimination 4 Family Involvement 4 Student Information and Confidentiality 5 Staff Qualifications 5 Child to Staff Ratios 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Communication & Family Partnership 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Open-Door Policy 7 Lot 3 – Cloud Publicity 7 Curricula & Learning 7 Learning Environment 7 Curricula & Assessment 8 Lot 4 – Implementation Services Developmental Screening 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Transitions 8 Transition from home to school 8 Transition between learning programs 8 Transition to elementary school 9 SUBSEQUENT PERIODIC RECRUITMENT Electronic Media 9 ESTIMATED SPEND AND QUANTITIES Diversity 9 Celebrations 9 Special Events and “In-House” Fieldtrips 9 Empower Program Policy 9 Outside Policy 9 Sun Safety Policy 10 DEFINITIONS Nap/Rest Time 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Smoke-Free Campus 10 Breastfeeding Campus 10 Toilet Training 10 Community Programs & Resources 11 Guidance 11 General Procedure 11 Kindness Programs and Bully Prevention 12 Notification of Behavioral Issues to Families 12 Expulsion Policy 12 Tuition and Fees 14 Important Notice 14 Tuition Rates 14 Tuition Deposit to Register 15 Payment 15 Methods of Payment 15 Late Payment Charges 15 Returned Checks/Rejected Transaction Charges 16 CONTRACT TERM Late Pick-up Fees 16 DOWNSTREAM PROHIBITION Other Fees 16 CONTRACTOR’S INSURANCE REQUIREMENTS Credits & No Credits 16 NEW YORK STATE VENDOR RESPONSIBILITY Attendance & Withdrawal 16 TAX LAW §5Absence 16 Vacation 16 Withdrawal 17 Transfer of Records 17 Closing Due to Extreme Weather 17 Drop-A off and Pick-up 17 TOLL FREE NUMBER General Procedure 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact Signing Your Child In and Out 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to Cell Phone Usage 18 Authorized User Reserved Rights & Unauthorized Pick-up 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support Refuse Child Release 19 Personal Belongings 19 What to Bring 19 Cubbies 19 Lost & Found 19 Toys from Home 19 Nutrition 20 Foods Brought from Home 20 Foods Brought from Home for Celebrations 21 Food Prepared for or at the Center 21 Food Allergies 21 Meal Time 21 Health 21 Immunizations 21 Physicals 21 Illness 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support Allergy Prevention 23 Maintenance/Support Responsibility Medications 23 Maintenance/Support Service Sheets Communicable Diseases 23 Remote AdministrationSafety 24 Clothing 24 Communal Water-Play 24 Injuries 24 Biting 24 Respectful Behavior 25 Prohibited Substances 25 Dangerous Weapons 25 Child Custody 25 Suspected Child Abuse 25 Emergencies 26 Lost or Missing Child 26 Fire Safety 26 Emergency Transportation 26 School Policies 26 About Us Philosophy‌ At Climbing Tree Community School, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVELan Early Learning Center, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATAwe view children as feeling, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIPthinking, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudcreative, and Implementation servicesgrowing individuals. The procurements shall be competitive at Our child-centered programs prioritize understanding the transactional level via Request for Quotations (RFQ) whole child. Each child’s culture, strengths, challenges, interests, dreams, and will allow fears inform program design, instructional methods, and individual goals through an Authorized User the ability emergent curriculum. We honor each child’s curiosity and capacity to procure within any drive their learning. Children are encouraged to become problem-solving, sensitive, contributing, and responsible members of the Lots“school community” as initial preparation for adulthood in a complex society. Mission‌ Climbing Tree Community School, or across Lotsan Early Learning Center provides a supportive community in which young children expand their learning and development. Contract ScopeOur curriculum is child-centered and focuses on play as a dynamic form of learning that involves a wide range of intellectual, social, emotional, and physical capabilities.

TABLE OF CONTENTS. Introduction A. GENERAL 17 1 Scope of bid 17 2 Source of funds 17 3 Corrupt Practices 13 4 Eligible bidders 174 5 Qualification of the bidder 18 6 OVERVIEW One bid per bidder 18 7 Cost of Bidding 19 8 Site Visit 195 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 21 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 23 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction FUNDAMENTAL LEASE PROVISIONS 1 TERM 2 POSSESSION 2 RENT 3 USE 6 OVERVIEW NOTICES 6 BROKERS 6 HOLDING OVER 6 CONDITIONS OF PREMISES 7 ALTERATIONS 7 REPAIRS 8 MAINTENANCE BY LANDLORD 8 ENTRY BY LANDLORD 8 INDEMNIFICATIONS 9 DAMAGE TO TENANT’S PROPERTY 9 INSURANCE SUBROGATION 9 DAMAGE OR DESTRUCTION 10 EMINENT DOMAIN 11 DEFAULTS AND PURPOSE REMEDIES 12 ASSIGNMENT AND SUBLETTING 14 QUIET ENJOYMENT 16 SUBORDINATION 16 ESTOPPEL CERTIFICATE 17 CHOICE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS LAW AND SERVICES EXCLUDED FROM THE SCOPE VENUE 17 SUCCESSORS AND ASSIGNS 17 SURRENDER OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT LEASE 17 ATTORNEYS’ FEES 17 PERFORMANCE BY TENANT 17 DEFINITION OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact LANDLORD 18 Emergency Contact WAIVER 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR DISCRIMINATION COVENANT 18 TERMS AND HEADINGS 18 EXAMINATION OF LEASE/NO PRESUMPTIONS AGAINST DRAFTER 18 TIME 18 ENTIRE AGREEMENT 18 SEVERABILITY 19 RECORDING 19 EXHIBITS 19 FORCE MAJEURE 19 SIGNS 19 AUTHORITY 19 HAZARDOUS MATERIALS 19 DISPUTE RESOLUTION 21 WAIVER OF RIGHT TO TRIAL BY JURY 21 INTEREST 21 MODIFICATIONS REQUIRED BY LENDER 22 OPTION TO EXTEND THE LEASE TERM 22 RECOURSE BY TENANT 23 OTHER CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL24 LEASE AGREEMENT This lease (“Lease”) is made as of the Effective Date of Lease set forth in the Subparagraph A of the Fundamental Lease Provisions Below (the “Effective Date of Lease”) by and between Downtown River Associates, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity L.P., a California Limited Partnership (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGShereinafter called “Landlord”), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology the individuals and/or entities as set forth specifically in Subparagraph B of the Fundamental Lease Provisions below, (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudhereinafter called “Tenant”), and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any Guarantor identified in Subparagraph D, if any, of the Lots, or across Lots. Contract ScopeFundamental Lease Provisions and is subject to the terms and conditions set forth below: