Common use of ADMISSIBILITY OF REPRODUCTION OF CONTRACT Clause in Contracts

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding 3 4. Bid Opening 3 5. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works and Building Services Contracts 3 8. Taxes 4 9. Expenses Prior to Contract Execution 4 10. Product References 4 11. Remanufactured, Recycled, Recyclable, or Recovered Materials 4 12. Products Manufactured in Public Institutions 4 13. Pricing 4 14. Site Inspection 5 15. Purchasing Card 5 BID EVALUATION 16. Bid Evaluation 5 17. Tie Bids 5 18. Quantity Changes Prior to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced Products, Parts, or Components 8 39. Employees, Subcontractors and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope of the Solicitation or Contract includes the sale, development, maintenance, or use of information technology Products such as software, computer components, systems, or networks for the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 2016

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on October 2019 City, State, Zip Code: M/WBE Participation Goals Assigned: MBE % WBE % Check box if the Prohibited Entities List. Contractor agrees that should it seek information provided below reflects only the workforce to renew or extend this Contract, it must provide be utilized in the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee performance of this State Contract will that can be required separated out from the Contractor’s/Subcontractor’s total workforce. Check box if the information provided below reflects only the workforce to certify be utilized in the performance of this State Contract that it is cannot on be separated out from the Prohibited Entities List before Contractor’s/Subcontractor’s total workforce. Submission of this form constitutes the contract assignment will be approved by Contractor’s acknowledgement and agreement to adhere to the State. During compliance requirements and procedures set forth under this State Contract and OSC’s right to evaluate and determine Contractor/Subcontractor adherence or compliance during the term of the said State Contract, should pursuant to New York State Executive Law Article 15-A (the state agency receive information that a person “Article”) and the implementing regulations set forth under 5 NYCRR. By submitting this form, the Contractor agrees (as defined in State Finance Law § 165-ai) is in violation to provide OSC access to all documentation, records, reports, facilities, etc. which OSC may deem necessary to determine Contractor compliance, and (ii) to be bound by the provisions of §316 regarding possible fines, sanctions, and penalties for violations of the aboveArticle. Failure to submit complete and accurate information may result in non-referenced certifications, the state agency will review such information compliance and offer the person an opportunity to respondbid/proposal disqualification. If the person fails to demonstrate that it has ceased its engagement *The Equal Employment Opportunity Commission’s Description of Job Categories and Instructions for assigning employees can be viewed at xxx.xxxx.xxx/xxxxxxxxx/xxx0xxxxxx/0000xxxxxxxxxxxx.xxx. PART A – INSTRUCTIONS: All Contractors/Subcontractors must complete and submit this form on a semi-annual basis in the investment activity which is in violation accordance with terms of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding 3 4. Bid Opening 3 5. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works and Building Services Contracts 3 8. Taxes 4 9. Expenses Prior to Contract Execution 4 10. Product References 4 11. Remanufactured, Recycled, Recyclable, or Recovered Materials 4 12. Products Manufactured in Public Institutions 4 13. Pricing 4 14. Site Inspection 5 15. Purchasing Card 5 BID EVALUATION 16. Bid Evaluation 5 17. Tie Bids 5 18. Quantity Changes Prior to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONTAgreement.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced Products, Parts, or Components 8 39. Employees, Subcontractors and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope of the Solicitation or Contract includes the sale, development, maintenance, or use of information technology Products such as software, computer components, systems, or networks for the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 2016

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE 1The Order of Precedence for this Agreement is as follows: In consideration of the services to be performed by the Contractor pursuant to this Agreement, the Department agrees to pay and the Contractor agrees to accept a sum not to exceed the period amount specified on the cover sheet of this agreement. Ethics Compliance 1 2All payments shall be in accordance with Appendix B “Bid Form” for the applicable period. Definitions 1 BID SUBMISSION 3Payment under this Agreement is conditional upon the continued availability of funds. International Bidding 3 4If the amount of this Agreement exceeds $50,000, payments cannot be made until the Agreement is approved by the Office of the State Comptroller (OSC). Bid Opening 3 Expenditures cannot precede the start date of the Agreement. If the Contractor makes expenditures subsequent to the Agreement start date, but prior to OSC approval, it does so at its own risk. In the event OSC does not approve the Agreement, the Department shall have no obligation to pay the Contractor for any such expenditure. Any goods or services ordered by the Contractor prior to the start date of the Agreement must be received and paid for during the Agreement period in order for the cost of such goods and/or services to be reimbursed using funds from this Agreement. The Department will not reimburse the Contractor for the cost of goods and/or services received or paid for prior to the start date of the Agreement period. If OSC approval of the Agreement is required, and the Contractor orders any goods and/or services prior to OSC’s approval of the Agreement, it does so at its own risk. The Contractor shall submit all Claims for Payments and reports to the following address: NYS Department of Agriculture & Markets – AGM01 c/o NYS OGS BSC Accounts Payable, Building 5. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works and Building Services Contracts 3 8. Taxes 4 9. Expenses Prior to Contract Execution 4 10. Product References 4 11. Remanufactured, RecycledFloor 5, Recyclable0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, or Recovered Materials 4 12via e-mail at xxxxxxxxxxxxxxx@xxx.xx.xxx. Products Manufactured Claims and any reports will not be considered received by the Department and any interest which may be due the Contractor will not begin to accrue until they have been received at the address referenced herein. The Contractor shall submit all Claims for Payment under this Agreement, together with supporting fiscal documentation and required reports on or before the 15th day of each month for rendered services. All Claims for Payment must be accompanied by a summary of services rendered. All obligations must be incurred on or before the end date of this Agreement. The final Claim shall be submitted within thirty (30) business days of the end of each annual contract period or the termination of this Agreement. For purposes of interest determinations pursuant to Article XI-B of the State Finance Law, payments shall be due 45 days after the end of each quarter or 30 days after submission of a Claim for Payment deemed acceptable by the Department and OSC, whichever is later. The Department shall retain ten (10) percent of the budget amount of this Agreement once payment to the Contractor equals ninety (90) percent of the budget amount to ensure completion of the work under this Agreement. The total amount retained shall be paid to the Contractor together with the final payment under this Agreement and shall be subject to the same conditions as the final payment. Final payment, including payment of retained amounts if any, shall not be made until work under the Agreement is completed to the satisfaction of the Department and the Contractor’s final performance report and a final budget report detailing receipt and expenditure of all funds received pursuant to this Agreement by major budget category are received and accepted by the Department. Satisfactory completion and acceptance shall be defined as conformance to established standards for such reports and conformance to the attached plan of work. Upon examination of the Contractor’s payment requests and supporting material, the Department may, in Public Institutions 4 13its sole discretion, modify or adjust the amount requested to reflect contract funds expended as of the date of the request. Pricing 4 14Subsequent to its review and approval of the payment request, the Department will transmit the request to the Comptroller for payment. Site Inspection 5 15Payment for invoices submitted by the Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the Department, in the Department’s sole discretion, due to extenuating circumstances. Purchasing Card 5 BID EVALUATION 16Such electronic payment shall be made in accordance with ordinary State procedures and practices. Bid Evaluation 5 17The Contractor shall comply with the State Comptroller’s procedures to authorize electronic payments. Tie Bids 5 18. Quantity Changes Prior to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced ProductsAuthorization forms are available at the State Comptroller’s website at xxx.xxx.xxxxx.xx.xx/xxxx/xxxxx.xxx, Partsby email at xxxxxx@xxx.xxxxx.xx.xx, or Components 8 39by telephone at 000-000-0000. EmployeesThe Contractor acknowledges that it will not receive payment on any invoices submitted under this Contract if it does not comply with the State Comptroller’s electronic payment procedures, Subcontractors except where the Department has expressly authorized payment by paper check as set forth above. Funds for payment under this Agreement are provided to the Department through appropriations from the New York State Legislature. These appropriations are made on a fiscal year basis. New York State’s fiscal year begins on April 1 of each calendar year and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope ends on March 31 of the Solicitation following calendar year. Funds for payments under this Agreement were appropriated to the Department during fiscal year 2020-2021. Payments made after fiscal year 2020-2021 or Contract includes payment for work pursuant to this Agreement which is completed or continued by the sale, development, maintenance, or use Contractor after fiscal year 2020- 2021 is subject to appropriation of information technology Products such as software, computer components, systems, or networks for funds by the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 2016Legislature in each subsequent fiscal year.

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding 3 4. Bid Opening 3 5. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works and Building Services Contracts 3 8. Taxes 4 9. Expenses Prior to Contract Execution 4 10. Product References 4 11. Remanufactured, Recycled, Recyclable, or Recovered Materials 4 12. Products Manufactured in Public Institutions 4 13. Pricing 4 14. Site Inspection 5 15. Purchasing Card 5 BID EVALUATION 16. Bid Evaluation 5 17. Tie Bids 5 18. Quantity Changes Prior to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced Products, Parts, or Components 8 39. Employees, Subcontractors and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope of the Solicitation or Contract includes the sale, development, maintenance, or use of information technology Products such as software, computer components, systems, or networks for the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 20161

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE The Order of Precedence for this Agreement is as follows: 1. Ethics Compliance 1 Appendix A 2. Definitions 1 BID SUBMISSION Face Page 3. International Bidding 3 4. Bid Opening 3 5. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works Appendix D, Appendix E, Appendix E-1 and Building Services Contracts 3 8. Taxes 4 9. Expenses Prior to Contract Execution 4 10. Product References 4 11. Remanufactured, Recycled, Recyclable, or Recovered Materials 4 12. Products Manufactured in Public Institutions 4 13. Pricing 4 14. Site Inspection 5 15. Purchasing Card 5 BID EVALUATION 16. Bid Evaluation 5 17. Tie Bids 5 18. Quantity Changes Prior to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced Products, Parts, or Components 8 39. Employees, Subcontractors and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope of the Solicitation or Contract includes the sale, development, maintenance, or use of information technology Products such as software, computer components, systems, or networks for the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 2016Appendix E-2

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding Intentionally Omitted 3 4. Bid Opening Intentionally Omitted 3 5. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works and Building Services Contracts Intentionally Omitted 3 8. Taxes 4 3 9. Expenses Prior to Contract Execution 4 3 10. Product References 4 3 11. Remanufactured, Recycled, Recyclable, or Recovered Materials 4 3 12. Products Manufactured in Public Institutions 4 13. Pricing 4 14. Site Inspection 5 Intentionally Omitted 4 15. Purchasing Card 5 4 BID EVALUATION 16. Bid Evaluation 5 4 17. Tie Bids 5 4 18. Quantity Changes Prior to Award 5 4 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 5 23. Contract Term – Extension 6 5 24. Official Use Only/No Personal Use 6 5 25. Participation in Centralized Contracts 6 5 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 6 31. Product Delivery 7 6 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 7 36. Rejected Product 8 7 37. Installation 8 7 38. Repaired or Replaced Products, Parts, or Components 8 7 39. Employees, Subcontractors and Agents 8 7 40. Assignment 8 7 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 8 44. Savings/Force Majeure 9 8 45. Contract Invoicing 10 9 46. Default - Authorized User 10 9 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 10 50. Toxic Substances 11 10 51. Independent Contractor 11 10 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 12 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope of the Solicitation or Contract includes the sale, development, maintenance, or use of information technology Products such as software, computer components, systems, or networks for the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 13 61. Product Acceptance 15 14 62. Audit of Licensed Product Usage 16 15 63. No Hardstop or Passive License Monitoring 16 15 64. Ownership/Title to Project Deliverables 16 15 65. Proof of License 17 16 66. Changes to Product or Service Offerings 17 APRIL 201616 JUNE 2019 AWARD 23166 VEHICLES, CLASS 1-8

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE 1The Order of Precedence for this Agreement is as follows: In consideration of the services to be performed by the Contractor pursuant to this Agreement, the Department agrees to pay and the Contractor agrees to accept a sum not to exceed the period amount specified on the cover sheet of this agreement. Ethics Compliance 1 2All payments shall be in accordance with Appendix B “Bid Form” for the applicable period. Definitions 1 BID SUBMISSION 3Payment under this Agreement is conditional upon the continued availability of funds. International Bidding 3 4If the amount of this Agreement exceeds $50,000, payments cannot be made until the Agreement is approved by the Office of the State Comptroller (OSC). Bid Opening 3 Expenditures cannot precede the start date of the Agreement. If the Contractor makes expenditures subsequent to the Agreement start date, but prior to OSC approval, it does so at its own risk. In the event OSC does not approve the Agreement, the Department shall have no obligation to pay the Contractor for any such expenditure. Any goods or services ordered by the Contractor prior to the start date of the Agreement must be received and paid for during the Agreement period in order for the cost of such goods and/or services to be reimbursed using funds from this Agreement. The Department will not reimburse the Contractor for the cost of goods and/or services received or paid for prior to the start date of the Agreement period. If OSC approval of the Agreement is required, and the Contractor orders any goods and/or services prior to OSC’s approval of the Agreement, it does so at its own risk. The Contractor shall submit all Claims for Payments and reports to the following address: NYS Department of Agriculture & Markets – AGM01 c/o NYS OGS BSC Accounts Payable, Building 5. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works and Building Services Contracts 3 8. Taxes 4 9. Expenses Prior to Contract Execution 4 10. Product References 4 11. Remanufactured, RecycledFloor 0, Recyclable0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, or Recovered Materials 4 12via e-mail at xxxxxxxxxxxxxxx@xxx.xx.xxx. Products Manufactured Claims and any reports will not be considered received by the Department and any interest which may be due the Contractor will not begin to accrue until they have been received at the address referenced herein. The Contractor shall submit all Claims for Payment under this Agreement, together with supporting fiscal documentation and required reports on or before the 15th day of each month for rendered services. All Claims for Payment must be accompanied by a summary of services rendered and a completed budget report form provided by the Department. All obligations must be incurred on or before the end date of this Agreement. The final Claim shall be submitted within thirty (30) business days of the end of each annual contract period or the termination of this Agreement. For purposes of interest determinations pursuant to Article XI-B of the State Finance Law, payments shall be due 45 days after the end of each quarter or 30 days after submission of a Claim for Payment deemed acceptable by the Department and OSC, whichever is later. The Department shall retain ten (10) percent of the budget amount of this Agreement once payment to the Contractor equals ninety (90) percent of the budget amount to ensure completion of the work under this Agreement. The total amount retained shall be paid to the Contractor together with the final payment under this Agreement and shall be subject to the same conditions as the final payment. Final payment, including payment of retained amounts if any, shall not be made until work under the Agreement is completed to the satisfaction of the Department and the Contractor’s final performance report and a final budget report detailing receipt and expenditure of all funds received pursuant to this Agreement by major budget category are received and accepted by the Department. Satisfactory completion and acceptance shall be defined as conformance to established standards for such reports and conformance to the attached plan of work. Upon examination of the Contractor’s payment requests and supporting material, the Department may, in Public Institutions 4 13its sole discretion, modify or adjust the amount requested to reflect contract funds expended as of the date of the request. Pricing 4 14Subsequent to its review and approval of the payment request, the Department will transmit the request to the Comptroller for payment. Site Inspection 5 15Payment for invoices submitted by the Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the Department, in the Department’s sole discretion, due to extenuating circumstances. Purchasing Card 5 BID EVALUATION 16Such electronic payment shall be made in accordance with ordinary State procedures and practices. Bid Evaluation 5 17The Contractor shall comply with the State Comptroller’s procedures to authorize electronic payments. Tie Bids 5 18. Quantity Changes Prior to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced ProductsAuthorization forms are available at the State Comptroller’s website at xxx.xxx.xxxxx.xx.xx/xxxx/xxxxx.xxx, Partsby email at xxxxxx@xxx.xxxxx.xx.xx, or Components 8 39by telephone at 000-000-0000. EmployeesThe Contractor acknowledges that it will not receive payment on any invoices submitted under this Contract if it does not comply with the State Comptroller’s electronic payment procedures, Subcontractors except where the Department has expressly authorized payment by paper check as set forth above. Funds for payment under this Agreement are provided to the Department through appropriations from the New York State Legislature. These appropriations are made on a fiscal year basis. New York State’s fiscal year begins on April 1 of each calendar year and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope ends on March 31 of the Solicitation following calendar year. Funds for payments under this Agreement were appropriated to the Department during fiscal year 2024-2025. Payments made after fiscal year 2024-2025 or Contract includes payment for work pursuant to this Agreement which is completed or continued by the sale, development, maintenance, or use Contractor after fiscal year 2024- 2025 is subject to appropriation of information technology Products such as software, computer components, systems, or networks for funds by the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 2016Legislature in each subsequent fiscal year.

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE 1The Order of Precedence for this Agreement is as follows: In consideration of the services to be performed by the Contractor pursuant to this Agreement, the Department agrees to pay and the Contractor agrees to accept a sum not to exceed the period amount specified on the cover sheet of this agreement. Ethics Compliance 1 2All payments shall be in accordance with Appendix B “Bid Form” for the applicable period. Definitions 1 BID SUBMISSION 3Payment under this Agreement is conditional upon the continued availability of funds. International Bidding 3 4If the amount of this Agreement exceeds $50,000, payments cannot be made until the Agreement is approved by the Office of the State Comptroller (OSC). Bid Opening 3 Expenditures cannot precede the start date of the Agreement. If the Contractor makes expenditures subsequent to the Agreement start date, but prior to OSC approval, it does so at its own risk. In the event OSC does not approve the Agreement, the Department shall have no obligation to pay the Contractor for any such expenditure. Any goods or services ordered by the Contractor prior to the start date of the Agreement must be received and paid for during the Agreement period in order for the cost of such goods and/or services to be reimbursed using funds from this Agreement. The Department will not reimburse the Contractor for the cost of goods and/or services received or paid for prior to the start date of the Agreement period. If OSC approval of the Agreement is required, and the Contractor orders any goods and/or services prior to OSC’s approval of the Agreement, it does so at its own risk. The Contractor shall submit all Claims for Payments and reports to the following address: NYS Department of Agriculture & Markets – AGM01 c/o NYS OGS BSC Accounts Payable, Building 5. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works and Building Services Contracts 3 8. Taxes 4 9. Expenses Prior to Contract Execution 4 10. Product References 4 11. Remanufactured, RecycledFloor 5, Recyclable0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, or Recovered Materials 4 12via e-mail at xxxxxxxxxxxxxxx@xxx.xx.xxx. Products Manufactured Claims and any reports will not be considered received by the Department and any interest which may be due the Contractor will not begin to accrue until they have been received at the address referenced herein. The Contractor shall submit all Claims for Payment under this Agreement, together with supporting fiscal documentation and required reports on or before the 15th day of each month for rendered services. All Claims for Payment must be accompanied by a summary of services rendered. All obligations must be incurred on or before the end date of this Agreement. The final Claim shall be submitted within thirty (30) business days of the end of each annual contract period or the termination of this Agreement. For purposes of interest determinations pursuant to Article XI-B of the State Finance Law, payments shall be due 45 days after the end of each quarter or 30 days after submission of a Claim for Payment deemed acceptable by the Department and OSC, whichever is later. The Department shall retain ten (10) percent of the budget amount of this Agreement once payment to the Contractor equals ninety (90) percent of the budget amount to ensure completion of the work under this Agreement. The total amount retained shall be paid to the Contractor together with the final payment under this Agreement and shall be subject to the same conditions as the final payment. Final payment, including payment of retained amounts if any, shall not be made until work under the Agreement is completed to the satisfaction of the Department and the Contractor’s final performance report and a final budget report detailing receipt and expenditure of all funds received pursuant to this Agreement by major budget category are received and accepted by the Department. Satisfactory completion and acceptance shall be defined as conformance to established standards for such reports and conformance to the attached plan of work. Upon examination of the Contractor’s payment requests and supporting material, the Department may, in Public Institutions 4 13its sole discretion, modify or adjust the amount requested to reflect contract funds expended as of the date of the request. Pricing 4 14Subsequent to its review and approval of the payment request, the Department will transmit the request to the Comptroller for payment. Site Inspection 5 15Payment for invoices submitted by the Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the Department, in the Department’s sole discretion, due to extenuating circumstances. Purchasing Card 5 BID EVALUATION 16Such electronic payment shall be made in accordance with ordinary State procedures and practices. Bid Evaluation 5 17The Contractor shall comply with the State Comptroller’s procedures to authorize electronic payments. Tie Bids 5 18. Quantity Changes Prior to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced ProductsAuthorization forms are available at the State Comptroller’s website at xxx.xxx.xxxxx.xx.xx/xxxx/xxxxx.xxx, Partsby email at xxxxxx@xxx.xxxxx.xx.xx, or Components 8 39by telephone at 000-000-0000. EmployeesThe Contractor acknowledges that it will not receive payment on any invoices submitted under this Contract if it does not comply with the State Comptroller’s electronic payment procedures, Subcontractors except where the Department has expressly authorized payment by paper check as set forth above. Funds for payment under this Agreement are provided to the Department through appropriations from the New York State Legislature. These appropriations are made on a fiscal year basis. New York State’s fiscal year begins on April 1 of each calendar year and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope ends on March 31 of the Solicitation following calendar year. Funds for payments under this Agreement were appropriated to the Department during fiscal year 2021-2022. Payments made after fiscal year 2021-2022 or Contract includes payment for work pursuant to this Agreement which is completed or continued by the sale, development, maintenance, or use Contractor after fiscal year 2021- 2022 is subject to appropriation of information technology Products such as software, computer components, systems, or networks for funds by the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 2016Legislature in each subsequent fiscal year.

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE 1The Order of Precedence for this Agreement is as follows: In consideration of the services to be performed by the Contractor pursuant to this Agreement, the Department agrees to pay and the Contractor agrees to accept a sum not to exceed the period amount specified on the cover sheet of this agreement. Ethics Compliance 1 2All payments shall be in accordance with Appendix B “Bid Form” for the applicable period. Definitions 1 BID SUBMISSION 3Payment under this Agreement is conditional upon the continued availability of funds. International Bidding 3 4If the amount of this Agreement exceeds $50,000, payments cannot be made until the Agreement is approved by the Office of the State Comptroller (OSC). Bid Opening 3 Expenditures cannot precede the start date of the Agreement. If the Contractor makes expenditures subsequent to the Agreement start date, but prior to OSC approval, it does so at its own risk. In the event OSC does not approve the Agreement, the Department shall have no obligation to pay the Contractor for any such expenditure. Any goods or services ordered by the Contractor prior to the start date of the Agreement must be received and paid for during the Agreement period in order for the cost of such goods and/or services to be reimbursed using funds from this Agreement. The Department will not reimburse the Contractor for the cost of goods and/or services received or paid for prior to the start date of the Agreement period. If OSC approval of the Agreement is required, and the Contractor orders any goods and/or services prior to OSC’s approval of the Agreement, it does so at its own risk. The Contractor shall submit all Claims for Payments and reports to the following address: NYS Department of Agriculture & Markets – AGM01 c/o NYS OGS BSC Accounts Payable, Building 5. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works and Building Services Contracts 3 8. Taxes 4 9. Expenses Prior to Contract Execution 4 10. Product References 4 11. Remanufactured, RecycledFloor 0, Recyclable0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, or Recovered Materials 4 12via e-mail at xxxxxxxxxxxxxxx@xxx.xx.xxx. Products Manufactured Claims and any reports will not be considered received by the Department and any interest which may be due the Contractor will not begin to accrue until they have been received at the address referenced herein. The Contractor shall submit all Claims for Payment under this Agreement, together with supporting fiscal documentation and required reports on or before the 15th day of each month for rendered services. All Claims for Payment must be accompanied by a summary of services rendered. All obligations must be incurred on or before the end date of this Agreement. The final Claim shall be submitted within thirty (30) business days of the end of each annual contract period or the termination of this Agreement. For purposes of interest determinations pursuant to Article XI-B of the State Finance Law, payments shall be due 45 days after the end of each quarter or 30 days after submission of a Claim for Payment deemed acceptable by the Department and OSC, whichever is later. The Department shall retain ten (10) percent of the budget amount of this Agreement once payment to the Contractor equals ninety (90) percent of the budget amount to ensure completion of the work under this Agreement. The total amount retained shall be paid to the Contractor together with the final payment under this Agreement and shall be subject to the same conditions as the final payment. Final payment, including payment of retained amounts if any, shall not be made until work under the Agreement is completed to the satisfaction of the Department and the Contractor’s final performance report and a final budget report detailing receipt and expenditure of all funds received pursuant to this Agreement by major budget category are received and accepted by the Department. Satisfactory completion and acceptance shall be defined as conformance to established standards for such reports and conformance to the attached plan of work. Upon examination of the Contractor’s payment requests and supporting material, the Department may, in Public Institutions 4 13its sole discretion, modify or adjust the amount requested to reflect contract funds expended as of the date of the request. Pricing 4 14Subsequent to its review and approval of the payment request, the Department will transmit the request to the Comptroller for payment. Site Inspection 5 15Payment for invoices submitted by the Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the Department, in the Department’s sole discretion, due to extenuating circumstances. Purchasing Card 5 BID EVALUATION 16Such electronic payment shall be made in accordance with ordinary State procedures and practices. Bid Evaluation 5 17The Contractor shall comply with the State Comptroller’s procedures to authorize electronic payments. Tie Bids 5 18. Quantity Changes Prior to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced ProductsAuthorization forms are available at the State Comptroller’s website at xxx.xxx.xxxxx.xx.xx/xxxx/xxxxx.xxx, Partsby email at xxxxxx@xxx.xxxxx.xx.xx, or Components 8 39by telephone at 000-000-0000. EmployeesThe Contractor acknowledges that it will not receive payment on any invoices submitted under this Contract if it does not comply with the State Comptroller’s electronic payment procedures, Subcontractors except where the Department has expressly authorized payment by paper check as set forth above. Funds for payment under this Agreement are provided to the Department through appropriations from the New York State Legislature. These appropriations are made on a fiscal year basis. New York State’s fiscal year begins on April 1 of each calendar year and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope ends on March 31 of the Solicitation following calendar year. Funds for payments under this Agreement were appropriated to the Department during fiscal year 2021-2022. Payments made after fiscal year 2021-2022 or Contract includes payment for work pursuant to this Agreement which is completed or continued by the sale, development, maintenance, or use Contractor after fiscal year 2021- 2022 is subject to appropriation of information technology Products such as software, computer components, systems, or networks for funds by the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 2016Legislature in each subsequent fiscal year.

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on June 2023 City, State, Zip Code: M/WBE Participation Goals Assigned: MBE % WBE % Check box if the Prohibited Entities List. Contractor agrees that should it seek information provided below reflects only the workforce to renew or extend this Contract, it must provide be utilized in the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee performance of this State Contract will that can be required separated out from the Contractor’s/Subcontractor’s total workforce. Check box if the information provided below reflects only the workforce to certify be utilized in the performance of this State Contract that it is cannot on be separated out from the Prohibited Entities List before Contractor’s/Subcontractor’s total workforce. Submission of this form constitutes the contract assignment will be approved by Contractor’s acknowledgement and agreement to adhere to the State. During compliance requirements and procedures set forth under this State Contract and OSC’s right to evaluate and determine Contractor/Subcontractor adherence or compliance during the term of the said State Contract, should pursuant to New York State Executive Law Article 15-A (the state agency receive information that a person “Article”) and the implementing regulations set forth under 5 NYCRR. By submitting this form, the Contractor agrees (as defined in State Finance Law § 165-ai) is in violation to provide OSC access to all documentation, records, reports, facilities, etc. which OSC may deem necessary to determine Contractor compliance, and (ii) to be bound by the provisions of §316 regarding possible fines, sanctions, and penalties for violations of the aboveArticle. Failure to submit complete and accurate information may result in non-referenced certifications, the state agency will review such information compliance and offer the person an opportunity to respondbid/proposal disqualification. If the person fails to demonstrate that it has ceased its engagement *The Equal Employment Opportunity Commission’s Description of Job Categories and Instructions for assigning employees can be viewed at xxx.xxxx.xxx/xxxxxxxxx/xxx0xxxxxx/0000xxxxxxxxxxxx.xxx. PART A – INSTRUCTIONS: All Contractors/Subcontractors must complete and submit this form on a semi-annual basis in the investment activity which is in violation accordance with terms of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding 3 4. Bid Opening 3 5. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works and Building Services Contracts 3 8. Taxes 4 9. Expenses Prior to Contract Execution 4 10. Product References 4 11. Remanufactured, Recycled, Recyclable, or Recovered Materials 4 12. Products Manufactured in Public Institutions 4 13. Pricing 4 14. Site Inspection 5 15. Purchasing Card 5 BID EVALUATION 16. Bid Evaluation 5 17. Tie Bids 5 18. Quantity Changes Prior to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONTAgreement.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced Products, Parts, or Components 8 39. Employees, Subcontractors and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope of the Solicitation or Contract includes the sale, development, maintenance, or use of information technology Products such as software, computer components, systems, or networks for the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 2016

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding 3 4. Bid Opening 3 5. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works and Building Services Standard Clauses for All New York State Department of Environmental Conservation Contracts 3 8. Taxes 4 9. Expenses Prior The parties to Contract Execution 4 10. Product References 4 11. Remanufacturedthe attached contract, Recycledlicense, Recyclablelease, grant, amendment or Recovered Materials 4 12. Products Manufactured in Public Institutions 4 13. Pricing 4 14. Site Inspection 5 15. Purchasing Card 5 BID EVALUATION 16. Bid Evaluation 5 17. Tie Bids 5 18. Quantity Changes Prior other agreement of any kind (hereinafter "the contract" or "this contract") agree to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced Products, Parts, or Components 8 39. Employees, Subcontractors and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope of the Solicitation or Contract includes the sale, development, maintenance, or use of information technology Products such as software, computer components, systems, or networks for the processing, and distribution, or storage, or storage of data, be bound by the following clauses shall governwhich are hereby made a part of the contract. The word "Contractor" herein refers to any party to the contract, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit other than the New York State Department of Licensed Product Usage 16 63. No Hardstop Environmental Conservation (hereinafter "Department"). I. Postponement, suspension, abandonment or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 2016termination by the Department:

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE 1The Order of Precedence for this Agreement is as follows: In consideration of the services to be performed by the Contractor pursuant to this Agreement, the Department agrees to pay and the Contractor agrees to accept a sum not to exceed the period amount specified on the cover sheet of this agreement. Ethics Compliance 1 2All payments shall be in accordance with Appendix B “Bid Form” for the applicable period. Definitions 1 BID SUBMISSION 3Payment under this Agreement is conditional upon the continued availability of funds. International Bidding 3 4If the amount of this Agreement exceeds $50,000, payments cannot be made until the Agreement is approved by the Office of the State Comptroller (OSC). Bid Opening 3 Expenditures cannot precede the start date of the Agreement. If the Contractor makes expenditures subsequent to the Agreement start date, but prior to OSC approval, it does so at its own risk. In the event OSC does not approve the Agreement, the Department shall have no obligation to pay the Contractor for any such expenditure. Any goods or services ordered by the Contractor prior to the start date of the Agreement must be received and paid for during the Agreement period in order for the cost of such goods and/or services to be reimbursed using funds from this Agreement. The Department will not reimburse the Contractor for the cost of goods and/or services received or paid for prior to the start date of the Agreement period. If OSC approval of the Agreement is required, and the Contractor orders any goods and/or services prior to OSC’s approval of the Agreement, it does so at its own risk. The Contractor shall submit all Claims for Payments and reports to the following address: NYS Department of Agriculture & Markets – AGM01 c/o NYS OGS BSC Accounts Payable, Building 5. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works and Building Services Contracts 3 8. Taxes 4 9. Expenses Prior to Contract Execution 4 10. Product References 4 11. Remanufactured, RecycledFloor 0, Recyclable0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, or Recovered Materials 4 12via e-mail at xxxxxxxxxxxxxxx@xxx.xx.xxx. Products Manufactured Claims and any reports will not be considered received by the Department and any interest which may be due the Contractor will not begin to accrue until they have been received at the address referenced herein. The Contractor shall submit all Claims for Payment under this Agreement, together with supporting fiscal documentation and required reports on or before the 15th day of each month for rendered services. All Claims for Payment must be accompanied by a summary of services rendered and a completed budget report form provided by the Department. All obligations must be incurred on or before the end date of this Agreement. The final Claim shall be submitted within thirty (30) business days of the end of each annual contract period or the termination of this Agreement. For purposes of interest determinations pursuant to Article XI-B of the State Finance Law, payments shall be due 45 days after the end of each quarter or 30 days after submission of a Claim for Payment deemed acceptable by the Department and OSC, whichever is later. The Department shall retain ten (10) percent of the budget amount of this Agreement once payment to the Contractor equals ninety (90) percent of the budget amount to ensure completion of the work under this Agreement. The total amount retained shall be paid to the Contractor together with the final payment under this Agreement and shall be subject to the same conditions as the final payment. Final payment, including payment of retained amounts if any, shall not be made until work under the Agreement is completed to the satisfaction of the Department and the Contractor’s final performance report and a final budget report detailing receipt and expenditure of all funds received pursuant to this Agreement by major budget category are received and accepted by the Department. Satisfactory completion and acceptance shall be defined as conformance to established standards for such reports and conformance to the attached plan of work. Upon examination of the Contractor’s payment requests and supporting material, the Department may, in Public Institutions 4 13its sole discretion, modify or adjust the amount requested to reflect contract funds expended as of the date of the request. Pricing 4 14Subsequent to its review and approval of the payment request, the Department will transmit the request to the Comptroller for payment. Site Inspection 5 15Payment for invoices submitted by the Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the Department, in the Department’s sole discretion, due to extenuating circumstances. Purchasing Card 5 BID EVALUATION 16Such electronic payment shall be made in accordance with ordinary State procedures and practices. Bid Evaluation 5 17The Contractor shall comply with the State Comptroller’s procedures to authorize electronic payments. Tie Bids 5 18. Quantity Changes Prior to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced ProductsAuthorization forms are available at the State Comptroller’s website at xxx.xxx.xxxxx.xx.xx/xxxx/xxxxx.xxx, Partsby email at xxxxxx@xxx.xxxxx.xx.xx, or Components 8 39by telephone at 000-000-0000. EmployeesThe Contractor acknowledges that it will not receive payment on any invoices submitted under this Contract if it does not comply with the State Comptroller’s electronic payment procedures, Subcontractors except where the Department has expressly authorized payment by paper check as set forth above. Funds for payment under this Agreement are provided to the Department through appropriations from the New York State Legislature. These appropriations are made on a fiscal year basis. New York State’s fiscal year begins on April 1 of each calendar year and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope ends on March 31 of the Solicitation following calendar year. Funds for payments under this Agreement were appropriated to the Department during fiscal year 2023-2024. Payments made after fiscal year 2023-2024 or Contract includes payment for work pursuant to this Agreement which is completed or continued by the sale, development, maintenance, or use Contractor after fiscal year 2023- 2024 is subject to appropriation of information technology Products such as software, computer components, systems, or networks for funds by the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 2016Legislature in each subsequent fiscal year.

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE 1The Order of Precedence for this Agreement is as follows: In consideration of the services to be performed by the Contractor pursuant to this Agreement, the Department agrees to pay and the Contractor agrees to accept a sum not to exceed the period amount specified on the cover sheet of this agreement. Ethics Compliance 1 2All payments shall be in accordance with Appendix B “Budget/Bid Form” for the applicable period. Definitions 1 BID SUBMISSION 3Payment under this Agreement is conditional upon the continued availability of funds. International Bidding 3 4If the amount of this Agreement exceeds $50,000, payments cannot be made until the Agreement is approved by the Office of the State Comptroller (OSC). Bid Opening 3 Expenditures cannot precede the start date of the Agreement. If the Contractor makes expenditures subsequent to the Agreement start date, but prior to OSC approval, it does so at its own risk. In the event OSC does not approve the Agreement, the Department shall have no obligation to pay the Contractor for any such expenditure. Any goods or services ordered by the Contractor prior to the start date of the Agreement must be received and paid for during the Agreement period in order for the cost of such goods and/or services to be reimbursed using funds from this Agreement. The Department will not reimburse the Contractor for the cost of goods and/or services received or paid for prior to the start date of the Agreement period. If OSC approval of the Agreement is required, and the Contractor orders any goods and/or services prior to OSC’s approval of the Agreement, it does so at its own risk. The Contractor shall submit all Claims for Payments and reports to the following address: NYS Department of Agriculture & Markets – AGM01 c/o NYS OGS BSC Accounts Payable, Building 5. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works and Building Services Contracts 3 8. Taxes 4 9. Expenses Prior to Contract Execution 4 10. Product References 4 11. Remanufactured, RecycledFloor 5, Recyclable0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, or Recovered Materials 4 12via e-mail at xxxxxxxxxxxxxxx@xxx.xx.xxx. Products Manufactured Claims and any reports will not be considered received by the Department and any interest which may be due the Contractor will not begin to accrue until they have been received at the address referenced herein. The Contractor shall submit all Claims for Payment under this Agreement, together with supporting fiscal documentation and required reports on or before the 15th day of each month for rendered services. All Claims for Payment must be accompanied by a summary of services rendered. All obligations must be incurred on or before the end date of this Agreement. The final Claim shall be submitted within thirty (30) business days of the end of each annual contract period or the termination of this Agreement. For purposes of interest determinations pursuant to Article XI-B of the State Finance Law, payments shall be due 45 days after the end of each quarter or 30 days after submission of a Claim for Payment deemed acceptable by the Department and OSC, whichever is later. The Department shall retain ten (10) percent of the budget amount of this Agreement once payment to the Contractor equals ninety (90) percent of the budget amount to ensure completion of the work under this Agreement. The total amount retained shall be paid to the Contractor together with the final payment under this Agreement and shall be subject to the same conditions as the final payment. Final payment, including payment of retained amounts if any, shall not be made until work under the Agreement is completed to the satisfaction of the Department and the Contractor’s final performance report and a final budget report detailing receipt and expenditure of all funds received pursuant to this Agreement by major budget category are received and accepted by the Department. Satisfactory completion and acceptance shall be defined as conformance to established standards for such reports and conformance to the attached plan of work. Upon examination of the Contractor’s payment requests and supporting material, the Department may, in Public Institutions 4 13its sole discretion, modify or adjust the amount requested to reflect contract funds expended as of the date of the request. Pricing 4 14Subsequent to its review and approval of the payment request, the Department will transmit the request to the Comptroller for payment. Site Inspection 5 15Payment for invoices submitted by the Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the Department, in the Department’s sole discretion, due to extenuating circumstances. Purchasing Card 5 BID EVALUATION 16Such electronic payment shall be made in accordance with ordinary State procedures and practices. Bid Evaluation 5 17The Contractor shall comply with the State Comptroller’s procedures to authorize electronic payments. Tie Bids 5 18. Quantity Changes Prior to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced ProductsAuthorization forms are available at the State Comptroller’s website at xxx.xxx.xxxxx.xx.xx/xxxx/xxxxx.xxx, Partsby email at xxxxxx@xxx.xxxxx.xx.xx, or Components 8 39by telephone at 000-000-0000. EmployeesThe Contractor acknowledges that it will not receive payment on any invoices submitted under this Contract if it does not comply with the State Comptroller’s electronic payment procedures, Subcontractors except where the Department has expressly authorized payment by paper check as set forth above. Funds for payment under this Agreement are provided to the Department through appropriations from the New York State Legislature. These appropriations are made on a fiscal year basis. New York State’s fiscal year begins on April 1 of each calendar year and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope ends on March 31 of the Solicitation following calendar year. Funds for payments under this Agreement were appropriated to the Department during fiscal year 2020-2021. Payments made after fiscal year 2020-2021 or Contract includes payment for work pursuant to this Agreement which is completed or continued by the sale, development, maintenance, or use Contractor after fiscal year 2020- 2021 is subject to appropriation of information technology Products such as software, computer components, systems, or networks for funds by the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 2016Legislature in each subsequent fiscal year.

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE 1The Order of Precedence for this Agreement is as follows: In consideration of the services to be performed by the Contractor pursuant to this Agreement, the Department agrees to pay and the Contractor agrees to accept a sum not to exceed the period amount specified on the cover sheet of this agreement. Ethics Compliance 1 2All payments shall be in accordance with Appendix B “Bid Form” for the applicable period. Definitions 1 BID SUBMISSION 3Payment under this Agreement is conditional upon the continued availability of funds. International Bidding 3 4If the amount of this Agreement exceeds $50,000, payments cannot be made until the Agreement is approved by the Office of the State Comptroller (OSC). Bid Opening 3 Expenditures cannot precede the start date of the Agreement. If the Contractor makes expenditures subsequent to the Agreement start date, but prior to OSC approval, it does so at its own risk. In the event OSC does not approve the Agreement, the Department shall have no obligation to pay the Contractor for any such expenditure. Any goods or services ordered by the Contractor prior to the start date of the Agreement must be received and paid for during the Agreement period in order for the cost of such goods and/or services to be reimbursed using funds from this Agreement. The Department will not reimburse the Contractor for the cost of goods and/or services received or paid for prior to the start date of the Agreement period. If OSC approval of the Agreement is required, and the Contractor orders any goods and/or services prior to OSC’s approval of the Agreement, it does so at its own risk. The Contractor shall submit all Claims for Payments and reports to the following address: NYS Department of Agriculture & Markets – AGM01 c/o NYS OGS BSC Accounts Payable, Building 5. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works and Building Services Contracts 3 8. Taxes 4 9. Expenses Prior to Contract Execution 4 10. Product References 4 11. Remanufactured, RecycledFloor 5, Recyclable0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, or Recovered Materials 4 12via e-mail at xxxxxxxxxxxxxxx@xxx.xx.xxx. Products Manufactured Claims and any reports will not be considered received by the Department and any interest which may be due the Contractor will not begin to accrue until they have been received at the address referenced herein. The Contractor shall submit all Claims for Payment under this Agreement, together with supporting fiscal documentation and required reports on or before the 15th day of each month for rendered services. All Claims for Payment must be accompanied by a summary of services rendered. All obligations must be incurred on or before the end date of this Agreement. The final Claim shall be submitted within thirty (30) business days of the end of each annual contract period or the termination of this Agreement. For purposes of interest determinations pursuant to Article XI-B of the State Finance Law, payments shall be due 45 days after the end of each quarter or 30 days after submission of a Claim for Payment deemed acceptable by the Department and OSC, whichever is later. The Department shall retain ten (10) percent of the budget amount of this Agreement once payment to the Contractor equals ninety (90) percent of the budget amount to ensure completion of the work under this Agreement. The total amount retained shall be paid to the Contractor together with the final payment under this Agreement and shall be subject to the same conditions as the final payment. Final payment, including payment of retained amounts if any, shall not be made until work under the Agreement is completed to the satisfaction of the Department and the Contractor’s final performance report and a final budget report detailing receipt and expenditure of all funds received pursuant to this Agreement by major budget category are received and accepted by the Department. Satisfactory completion and acceptance shall be defined as conformance to established standards for such reports and conformance to the attached plan of work. Upon examination of the Contractor’s payment requests and supporting material, the Department may, in Public Institutions 4 13its sole discretion, modify or adjust the amount requested to reflect contract funds expended as of the date of the request. Pricing 4 14Subsequent to its review and approval of the payment request, the Department will transmit the request to the Comptroller for payment. Site Inspection 5 15Payment for invoices submitted by the Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the Department, in the Department’s sole discretion, due to extenuating circumstances. Purchasing Card 5 BID EVALUATION 16Such electronic payment shall be made in accordance with ordinary State procedures and practices. Bid Evaluation 5 17The Contractor shall comply with the State Comptroller’s procedures to authorize electronic payments. Tie Bids 5 18. Quantity Changes Prior to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced ProductsAuthorization forms are available at the State Comptroller’s website at xxx.xxx.xxxxx.xx.xx/xxxx/xxxxx.xxx, Partsby email at xxxxxx@xxx.xxxxx.xx.xx, or Components 8 39by telephone at 000-000-0000. EmployeesThe Contractor acknowledges that it will not receive payment on any invoices submitted under this Contract if it does not comply with the State Comptroller’s electronic payment procedures, Subcontractors except where the Department has expressly authorized payment by paper check as set forth above. Funds for payment under this Agreement are provided to the Department through appropriations from the New York State Legislature. These appropriations are made on a fiscal year basis. New York State’s fiscal year begins on April 1 of each calendar year and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope ends on March 31 of the Solicitation following calendar year. Funds for payments under this Agreement were appropriated to the Department during fiscal year 2022-2023. Payments made after fiscal year 2022-2023 or Contract includes payment for work pursuant to this Agreement which is completed or continued by the sale, development, maintenance, or use Contractor after fiscal year 2022- 2023 is subject to appropriation of information technology Products such as software, computer components, systems, or networks for funds by the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 2016Legislature in each subsequent fiscal year.

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE 1Authorized users that may want to seek federal funds from the federal funding agencies for the purchase of goods or services during a declared disaster are advised that federal funding agencies require particular terms and conditions be included in the contract for those goods and services. Ethics Compliance 1 2For the convenience of authorized users, those terms and conditions are set out below and can also be found at the FEMA website. Definitions 1 BID SUBMISSION 3Authorized users of statewide contracts should consider adding this language to future purchase orders and secondary level competitions (often referred to as RFQs or mini- bids), unless the language is already attached to the statewide contract. International Bidding 3 4State agencies making purchases to respond to disasters through a vehicle other than a centralized contract are required by Section H.6. Bid Opening 3 5of Budget Bulletin H-501R to include these and other terms into their contracts using the Appendix set forth in the Budget Bulletin. Late Bids 3 6. Confidential/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works and Building Services Contracts 3 8. Taxes 4 9. Expenses Prior The following provisions are required by federal funding agencies in order for expenditures by Authorized Users to Contract Execution 4 10. Product References 4 11. Remanufactured, Recycled, Recyclable, or Recovered Materials 4 12. Products Manufactured be eligible for federal reimbursement in Public Institutions 4 13. Pricing 4 14. Site Inspection 5 15. Purchasing Card 5 BID EVALUATION 16. Bid Evaluation 5 17. Tie Bids 5 18. Quantity Changes Prior the event of a State declaration of disaster emergency pursuant to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend and Holiday Deliveries 7 33. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced Products, Parts, or Components 8 39. Employees, Subcontractors and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope Section 28 of the Solicitation or Contract includes the sale, development, maintenance, or use of information technology Products such as software, computer components, systems, or networks for the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 2016Executive Law.

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding 3 4. Bid Opening 3 5. Late Bids 3 6. ConfidentialPepsi Marketing, Advertising and Sports Agencies Airline Apparel Automotive Business Services (except financial services such as credit cards targeted to students) Chemical Communications Conglomerate Construction Consumer Product Goods E-Commerce Energy Entertainment Financial (except financial services such as credit cards targeted to students) Government/Trade Secret Materials 3 7. Prevailing Wage Rates - Public Works Service (other than military) Health Home Furnishings and Building Services Contracts 3 8. Taxes 4 9. Expenses Prior to Contract Execution 4 10. Product References 4 11. RemanufacturedAppliances Hotel Insurance Legal Manufacturing Media Moving and Storage Oil and Gas Personal Care, Recycled, Recyclable, or Recovered Materials 4 12. Products Manufactured in Public Institutions 4 13. Pricing 4 14. Site Inspection 5 15. Purchasing Card 5 BID EVALUATION 16. Bid Evaluation 5 17. Tie Bids 5 18. Quantity Changes Prior to Award 5 19. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 22. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 26. Modification of Contract Terms 6 27. Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 29. Emergency Contracts 6 30. Purchase Orders 7 31. Product Delivery 7 32. Weekend Hygiene and Holiday Deliveries 7 33. Cosmetics Pet Photography Real Estate Restaurant Retail Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 34. Title Logistics Technology - Aerospace Technology Transportation Travel/Tourism Video Gaming Doc#: US1:14260405v24 October 5, 2020 A. Design Excellence 3 B. Sustainable Design and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 37. Installation 8 38. Repaired or Replaced Products, Parts, or Components 8 39. Employees, Subcontractors Construction 4 C. Regulatory Agency Requirements 5 D. Functional and Agents 8 40. Assignment 8 41. Subcontractors and Suppliers 8 42. Suspension of Work 8 43. Termination 9 44. Savings/Force Majeure 9 45. Contract Invoicing 10 46. Default - Authorized User 10 47. Prompt Payments 10 48. Remedies for Breach 10 49. Assignment of Claim 11 50. Toxic Substances 11 51. Independent Contractor 11 52. Security 11 53. Cooperation with Third Parties 11 54. Warranties 11 55. Legal Compliance 12 56. Indemnification 12 57. Indemnification Relating to Infringement 13 58. Limitation of Liability 13 59. Dispute Resolution Procedures 13 To the extent the scope of the Solicitation or Contract includes the sale, development, maintenance, or use of information technology Products such as software, computer components, systems, or networks for the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 APRIL 2016Performance Requirements 6

ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in existence. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. January 2015 22772 Project Based Information Technology Consulting (Statewide) GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 1-2 BID SUBMISSION 3. International Bidding 3 2 4. Reserved Bid Opening 3 5. Reserved Bid Submission 6. Reserved Late Bids Rejected 7. Bid Contents 2 8. Extraneous Terms 2-3 69. Confidential/Trade Secret Materials 3 710. Prevailing Wage Rates - Public Works and Building Services Contracts 3 8Reserved 11. Taxes 4 93 12. Expenses Prior to Contract Execution 4 1013. Product References Advertising Results 4 1114. Remanufactured, Recycled, Recyclable, or Recovered Materials 4 12Reserved 15. Reserved 16. Products Manufactured in Public Institutions 4 1317. Pricing 4 1418. Drawings 5 19. Site Inspection 5 1520. Purchasing Procurement Card 5 21. Reserved BID EVALUATION 1622. Bid Evaluation 5 1723. Tie Bids 5 18Reserved 24. Quantity Changes Prior to Award 5 19Reserved 25. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 Reserved TERMS & CONDITIONS 2226. Contract Creation/Execution 6 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25Reserved 27. Participation in Centralized Contracts 6 265 28. Modification of Contract Terms 6 2729. Scope Changes 6 2830. Estimated/Specific Quantity Contracts 6 2931. Emergency Contracts 6 3032. Purchase Orders 6-7 3133. Product Delivery 7 3234. Weekend and Holiday Deliveries 7 3335. Shipping/Receipt of Product 7 Reserved TERMS & CONDITIONS (CONT.) PAGE 34. Title and Risk of Loss for Products Other than Technology Products 7 35. Product Substitution 8 36. Rejected Product 8 Reserved 37. Installation 8 Reserved 38. Repaired or Replaced Products, Parts, or Components 8 Reserved 39. Employees, Subcontractors and Agents 8 Reserved 40. Reserved 41. Reserved 42. Employees/Subcontractors/Agents 7 43. Assignment 8 417 44. Subcontractors and Suppliers 8 427 45. Performance/Bid Bond 7 46. Suspension of Work 7-8 4347. Termination 9 448 48. Savings/Force Majeure 8-9 4549. Contract Invoicing 10 469 50. Default - Authorized User 9-10 4751. Prompt Payments 10 4852. Remedies for Breach 10 4953. Assignment of Claim 11 5010 54. Toxic Substances 11 51Reserved 55. Independent Contractor 10-11 5256. Security 11 5357. Cooperation with Third Parties 11 5458. Contract Term - Renewal 11 59. Warranties 11 5511-12 60. Legal Compliance 12 5661. Indemnification 12 5762. Indemnification Relating to Infringement 12-13 5863. Limitation of Liability 13 5964. Dispute Resolution Procedures 13 To the extent the scope of the Solicitation or Contract includes the sale, development, maintenance, or use of information technology Products such as software, computer components, systems, or networks for the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicableReserved 65. 60. Software License Grant 14 61Reserved 66. Product Acceptance 15 6213 67. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64Reserved 68. Ownership/Title to Project Deliverables 16 6514-15 69. Proof of License 17 66Reserved 70. Changes to Product or Service Offerings 17 APRIL 2016Reserved 71. Reserved 72. Reserved 73. Reserved January 2015 22772 Project Based Information Technology Consulting (Statewide)