Common use of IRAN DIVESTMENT ACT Clause in Contracts

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidder/Offerer pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 11 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Re-2Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13

IRAN DIVESTMENT ACT. By entering into this AgreementContract, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be To Be Non-Responsive BidderBidders/Offerer pursuant Offerers Pursuant to the The New York State Iran Divestment Act of 2012” list (“Prohibited Entities List”) posted on the OGS website at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this such 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 the Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the StateOGS may approve a request for Assignment of Contract. During the term of the Contract, should the state agency OGS receive information that a person (as defined in State GENERAL PAGE 1Finance Law §165-a) is in violation of the above-referenced certifications, OGS will review such information and offer the person an opportunity to respond. Ethics Compliance 1 2If 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 OGS shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, seeking compliance, recovering damages, or declaring the Contractor in default. Definitions 1-2OGS reserves the right to reject any request for renewal, extension, or assignment for an entity that appears on the Prohibited Entities List prior to the renewal, extension, or assignment of the Contract, and to pursue a responsibility review with Contractor should it appear on the Prohibited Entities List hereafter.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 11 BID SUBMISSION 3. International Bidding 2 4. Bid Opening 2 5. Bid Submission 2 6. Late Bids Rejected 3 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Prevailing Wage Rates - Public Works and Building Services Contracts 3 11. Taxes 4 12. Expenses Prior to Contract Execution 4 13. Advertising Results 4 14. Product References 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 5 16. Products Manufactured in Public Institutions 5 17. Pricing 5 18. Drawings 5 19. Site Inspection 6 20. Procurement Card 6 21. Samples 6 BID EVALUATION 22. Bid Evaluation 6 23. Tie Bids 6 24. Quantity Changes Prior To Award 6 25. Timeframe for Offers 7 TERMS & CONDITIONS 26. Contract Creation/Execution 7 27. Participation in Centralized Contracts 7 28. Modification of Contract Terms 7 29. Scope Changes 7 30. Estimated/Specific Quantity Contracts 7 31. Emergency Contracts 7 32. Purchase Orders 8 33. Product Delivery 8 34. Weekend and Holiday Deliveries 8 35. Shipping/Receipt of Product 8 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 8 37. Re-2Weighing Product 8 38. Product Substitution 8 39. Rejected Product 9 40. Installation 9 41. Repaired or Replaced Product/ Components 9 42. Employees/Subcontractors/Agents 9 43. Assignment 9 44. Subcontractors and Suppliers 9 45. Performance/Bid Bond 9 46. Suspension of Work 9 47. Termination 10 48. Savings/Force Majeure 10 49. Contract Invoicing 11 50. Default - Authorized User 11 51. Prompt Payments 11 52. Remedies for Breach 11 53. Assignment of Claim 12 54. Toxic Substances 12 55. Independent Contractor 12 56. Security 12 57. Cooperation with Third Parties 12 58. Contract Term - Renewal 12 59. Warranties 12 60. Legal Compliance 13 61. Indemnification 13 62. Indemnification Relating to Third Party Rights 14 63. Limitation of Liability 14 64. Disputes 14 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Software License Grant 16 66. Product Acceptance 17 67. Audit of Licensed Product Usage 17 68. Ownership/Title to Project Deliverables 17 69. Proof of License 18 70. Product Version 18 71. Changes to Product or Service Offerings 19 72. No Hardstop/Passive License Monitoring 19 73. Source Code Escrow for Licensed Product 19

IRAN DIVESTMENT ACT. As a result of the Iran Divestment Act of 2012 (Act), Chapter 1 of the 2012 Laws of New York, a new provision has been added to the State Finance Law (SFL), § 165-a, effective April 12, 2012. Under the Act, the Commissioner of OGS will develop a list (prohibited entities list) of “persons” who are engaged in “investment activities in Iran” (both are defined terms in the law). Pursuant to SFL § 165-a(3)(b), the initial list is expected to be issued no later than 120 days after the Act’s effective date, at which time it will be posted on the OGS website. By entering into this AgreementContract, Contractor (or any assignee) certifies in accordance with State Finance Law §165-a that once the prohibited entities list is posted on the OGS website, it will not utilize on such Contract any subcontractor that is identified on the prohibited entities list. Additionally, Contractor agrees that after the list is posted on the OGS website, should it seek to renew the Contract, it will be required to certify at the time the Contract is renewed or assigned that it or its assignee is not included on the “Entities Determined to be Non-Responsive Bidder/Offerer pursuant to prohibited entities list. During the New York State Iran Divestment Act term of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf Finance Law §165-a) the Contract, should OGS receive information that a person is in violation of the above- above-referenced certificationscertification, the state agency OGS 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 OGS 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. The state agency OGS reserves the right to reject any bid, request for assignment, renewal or extension assignment for an entity that appears on the Prohibited Entities List prohibited entities list prior to the award, assignment, renewal or extension award of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities prohibited entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidder/Offerer pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 January 2015 22772 Project Based Information Technology Consulting (Statewide) GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION 3. International Bidding 2 4. Reserved Bid Opening 5. Reserved Bid Submission 6. Reserved Late Bids Rejected 7. Bid Contents 2 8. Extraneous Terms 2-3 9. Confidential/Trade Secret Materials 3 10. Reserved 11. Taxes 3 12. Expenses Prior to Contract Execution 4 13. Advertising Results 4 14. Reserved 15. Reserved 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Drawings 5 19. Site Inspection 5 20. Procurement Card 5 21. Reserved BID EVALUATION 22. Bid Evaluation 5 23. Reserved 24. Reserved 25. Reserved TERMS & CONDITIONS 26. Reserved 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 6 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6-7 33. Product Delivery 7 34. Weekend and Holiday Deliveries 7 35. Reserved TERMS & CONDITIONS (CONT.) PAGE 36. Reserved 37. Reserved 38. Reserved 39. Reserved 40. Reserved 41. Reserved 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 7 46. Suspension of Work 7-8 47. Termination 8 48. Savings/Force Majeure 8-9 49. Contract Invoicing 9 50. Default - Authorized User 9-10 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Reserved 55. Independent Contractor 10-11 56. Security 11 57. Cooperation with Third Parties 11 58. Contract Term - Renewal 11 59. Warranties 11-12 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Infringement 12-13 63. Limitation of Liability 13 64. Reserved 65. Reserved 66. Product Acceptance 13 67. Reserved 68. Ownership/Title to Project Deliverables 14-15 69. Reserved 70. Reserved 71. Reserved 72. Reserved 73. Reserved January 2015 22772 Project Based Information Technology Consulting (Statewide)

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 StateAgency. During the term of the Contract, should the state agency Agency receive information that a person (as defined in State GENERAL PAGE 1Finance Law §165-a) is in violation of the above-referenced certifications, the Agency will review such information and offer the person an opportunity to respond. Ethics Compliance 1 2If 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 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. Definitions 1-2The Agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 11 BID SUBMISSION 3. International Bidding 2 4. Bid Opening 3 5. Late Bids Rejected 3 6. Extraneous Terms 3 7. Confidential/Trade Secret Materials 3 8. Prevailing Wage Rates - Public Works and Building Services Contracts 3 9. Taxes 4 10. Expenses Prior to Contract Execution 4 11. Advertising Results 4 12. Product References 4 13. Remanufactured, Recycled, Recyclable or Recovered Materials 4 14. Products Manufactured in Public Institutions 5 15. Pricing 5 16. Drawings 5 17. Site Inspection 5 18. Purchasing Card 6 19. Samples 6 BID EVALUATION 20. Bid Evaluation 6 21. Tie Bids 6 22. Quantity Changes Prior To Award 6 23. Timeframe for Offers 6 TERMS & CONDITIONS 24. Contract Creation/Execution 6 25. Official Use Only/No Personal Use 6 26. Participation in Centralized Contracts 6 27. Modification of Contract Terms 7 28. Scope Changes 7 29. Estimated/Specific Quantity Contracts 7 30. Emergency Contracts 7 31. Purchase Orders 7 32. Product Delivery 8 33. Weekend and Holiday Deliveries 8 34. Shipping/Receipt of Product 8 TERMS & CONDITIONS (CONT.) PAGE 35. Title and Risk of Loss 8 36. Re-2Weighing Product 8 37. Product Substitution 8 38. Rejected Product 8 39. Installation 8 40. Repaired or Replaced Products, Parts, or Components 9 41. Employees, Subcontractors and Agents 9 42. Assignment 9 43. Subcontractors and Suppliers 9 44. Performance/Bid Bond 9 45. Suspension of Work 9 46. Termination 9 47. Savings/Force Majeure 10 48. Contract Invoicing 10 49. Default - Authorized User 11 50. Prompt Payments 11 51. Remedies for Breach 11 52. Assignment of Claim 12 53. Toxic Substances 12 54. Independent Contractor 12 55. Security 12 56. Cooperation with Third Parties 12 57. Contract Term - Renewal 12 58. Warranties 12 59. Legal Compliance 13 60. Indemnification 13 61. Indemnification Relating to Infringement 13 62. Limitation of Liability 14 63. Dispute Resolution Procedures 14 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 64. Software License Grant 14 65. Product Acceptance 15 66. Audit of Licensed Product Usage 16 67. Ownership/Title to Project Deliverables 16 68. Proof of License 17 69. Product Version 17 70. Changes to Product or Service Offerings 17 71. No Hardstop/Passive License Monitoring 18 72. Source Code Escrow for Licensed Product 18

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list-entities-determined-be-non-responsive-biddersofferers-pursuant-nys-iran- divestment- act-2012 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this AgreementContract, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined To Be Non- Responsive Bidders/Offerers Pursuant to be Non-Responsive Bidder/Offerer pursuant to the The New York State Iran Divestment Act of 2012” list (“Prohibited Entities List”) posted on the OGS website at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this such 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 the Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the StateOGS may approve a request for Assignment of Contract. During the term of the Contract, should the state agency OGS receive information that a person (as defined in State GENERAL PAGE 1Finance Law §165-a) is in violation of the above-referenced certifications, OGS will review such information and offer the person an opportunity to respond. Ethics Compliance 1 2If 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 OGS shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, seeking compliance, recovering damages, or declaring the Contractor in default. Definitions 1-2OGS reserves the right to reject any request for renewal, extension, or assignment for an entity that appears on the Prohibited Entities List prior to the renewal, extension, or assignment of the Contract, and to pursue a responsibility review with Contractor should it appear on the Prohibited Entities List hereafter.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf a contract and appears on the Prohibited Entities list after contract award. 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE PAGE 1. Ethics Compliance 1 2. Definitions 1-2

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreementcontract, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list-entities-determined -be-non-responsive-biddersofferers- pursuant-nys-iran-divestment-act-2012 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 SUNY receive information that a person (as defined in State Finance Law §165-a) is in violation of the above- above-referenced certifications, the state agency SUNY 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 SUNY 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. The state agency SUNY reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntiti es.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this AgreementAs a result of the Iran Divestment Act of 2012 (Act), Contractor certifies in accordance with Chapter 1 of the 2012 Laws of New York, a new provision has been added to the State Finance Law §(SFL), § 165-a, effective April 12, 2012. This act may be viewed in its entirety at xxxx://xxx.xxx.xx.xxx/about/regs/docs/ida2012.pdf. Pursuant to SFL § 165-a(3)(b), the Commissioner of the Office of General Services (OGS) has developed and maintains a list (prohibited entities list) of “persons” who are engaged in “investment activities in Iran” (both are defined terms in the law). The list may be found on the OGS website at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf By submitting a bid in response to this solicitation or by assuming the responsibility of a Contract awarded hereunder, Bidder/Contractor (or any assignee) certifies that, it will not utilize, on such Contract, any subcontractor that is identified on the prohibited entities list. Additionally, any Contractor seeking to renew or extend a Contract or assume the responsibility of a Contract awarded in response to this solicitation, must certify at the time the Contract is renewed, extended or assigned that it is not included on the “Entities Determined to be Non-Responsive Bidder/Offerer pursuant to prohibited entities list. During the term of the Contract, should the New York State Iran Divestment Act Department of 2012” Transportation (“Prohibited Entities List”NYSDOT) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf Finance Law §165-areceive information that a Bidder/Contractor (or any assignee) is in violation of the above- above-referenced certificationscertification, the state agency NYSDOT will review such information and offer the person Bidder/Contractor (or any assignee) an opportunity to respond. If the person Bidder/Contractor (or any assignee) 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 NYSDOT 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. The state agency XXXXXX reserves the right to reject any bid, bid or request for assignment, renewal or extension assignment for an entity that appears on the Prohibited Entities List prohibited entities list prior to the award, assignment, renewal or extension award of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities prohibited entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/iran-divestment-act-2012 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 StateAgency. During the term of the Contract, should the state agency Agency receive information that a person (as defined in State GENERAL PAGE Finance Law §165-a) is in violation of the above-referenced certifications, the 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 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. The Agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contract and Subcontract Activity U.S. Department of Housing and Urban Development OMB Approval No.: 2535-0117 (exp. 1/31/2013) Public Reporting Burden for this collection of information is estimated to average .50 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This information is voluntary. HUD may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB Control Number. Executive Order 12421 dated July 14, 1983, directs the Minority Business Development Plans shall be developed by each Federal Agency and that these annual plans shall establish minority business development objectives. The information is used by HUD to monitor and evaluate MBE activities against the total program activity and the designated minority business enterprise (MBE) goals. The Department requires the information to provide guidance and oversight for programs for the development of minority business enterprise concerning Minority Business Development. If the information is not collected HUD would not be able to establish meaningful MBE goals nor evaluate MBE performance against these goals. While no assurances of confidentiality is pledged to respondents, HUD generally discloses this data only in response to a Freedom of Information request. 1. Ethics Compliance Grantee/Project Owner/Developer/Sponsor/Builder/Agency Check if: XXX  XXX  0. Xxxxxxxx (Xxxx, Xxxxx, ZIP Code) 3a. Name of Contact Person 3b. Phone Number (Including Area Code) 4. Reporting Period  Oct. 1 2- Sept. 30 (Annual-FY) 5. Definitions 1Program Code (Not applicable for CPD programs.) See explanation of codes at bottom of page. Use a separate sheet for each program code. 6. Date Submitted to Field Office Grant/Project Number or HUD Case Number or other identification of property, subdivision, dwelling unit, etc. 7a. Amount of Contract or Subcontract 7b. Type of Trade Code (See below) 7c. Contractor or Subcontractor Business Racial/Ethnic Code (See below) 7d. Woman Owned Business (Yes or No) 7e. Prime Contractor Identification (ID) Number 7f. Sec. 3 7g. Subcontractor Identification (ID) Number 7h. Sec. 3 7i. Contractor/Subcontractor Name and Address 7j. Name Street City State Zip Code 1 = New Construction 2 = Education/Training 3 = Other 1 = New Construction 6 = Professional 2 = Substantial Rehab. 7 = Tenant Services 3 = Repair 8 = Education/Training 4 = Service 9 = Arch./Engrg. Appraisal 5 = Project Mangt. 0 = Other 1 = White Americans 2 = Black Americans 3 = Native Americans 4 = Hispanic Americans 5 = Asian/Pacific Americans 6 = Hasidic Jews (Complete for Housing and Public and Indian Housing programs only): 1 = All insured, including Section 8 5 = Section 202 2 = Flexible Subsidy 6 = HUD-2Held (Management) 3 = Xxxxxxx 0 Xxxxxxxxxx, Xxx-XXXX 0 = Public/Indian Housing 4 = Insured (Management 5 = Asian/Pacific Americans Previous editions are obsolete. form HUD-2516 (8/98)

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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 Subrecipient. During the term of the Contract, should the Subrecipient receive information that a person (as defined in State Finance Law §165-a) is in violation of the above- above-referenced certifications, the state agency Subrecipient 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 Subrecipient 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. The state agency Subrecipient reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. 1. By entering into this Agreementthe Purchase Order Agreements, Contractor the Recipient certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf ). 2. The Recipient further certifies that it shall not utilize on the Purchase Order Agreements any subrecipient that is identified on the Prohibited Entities List. The Recipient agrees that should it seek to renew or extend the Purchase Order Agreements, it must provide the same certification at the time the Purchase Order Agreements are renewed or extended. The Recipient also agrees that any proposed assignee of the Purchase Order Agreements shall be required to certify that it is not on the Prohibited Entities List before the Purchase Order Agreements assignment shall be approved by the State. 3. During the term of the Agreement, should the State receive information that a person (as defined in State Finance Law §165-a) is in violation of the above- above-referenced certifications, the state agency State 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 New York State Iran Divestment Act of 2012 within 90 calendar days after the determination of such violation, then the state agency State 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 Recipient in default. 4. The state agency State reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contractthe Purchase Order Agreements, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf : xxxxx://xxx.xx.xxx/list-entities-determined- be-non-responsive-biddersofferers-pursuant-nys-iran- divestment-act-2012 a contract and appears on the Prohibited Entities list after contract award. 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE PAGE 1. Ethics Compliance 1 2. Definitions 1-2

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list-entities-determined-be-non-responsive-biddersofferers-pursuant-nys- iran-divestment- act-2012 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. xxxxx://xxx.xx.xxx/iran-divestment-act-2012 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 StateFund. During the term of the Contract, should the state agency Fund receive information that a person (as defined in State GENERAL PAGE 1Finance Law § 165-a) is in violation of the above-referenced certifications, the Fund will review such information and offer the person an opportunity to respond. Ethics Compliance 1 2If 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 Fund 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. Definitions 1-2The Fund reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list-entities-determined-be-non-responsive-biddersofferers-pursuant-nys-iran-divestment-act-2012 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. xxxx://xxx.xxx xx.xxx/xxxxx/xxxx/xxxx/XxxxxxXxxxxxxx.xxx 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 StateAgency. During the term of the Contract, should the state agency Agency receive information that a person (as defined in State GENERAL PAGE Finance Law §165-a) is in violation of the above-referenced certifications, the 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 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. The Agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contract and Subcontract Activity U.S. Department of Housing and Urban Development OMB Approval No.: 2535-0117 (exp. 1/31/2013) Public Reporting Burden for this collection of information is estimated to average .50 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This information is voluntary. HUD may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB Control Number. Executive Order 12421 dated July 14, 1983, directs the Minority Business Development Plans shall be developed by each Federal Agency and that these annual plans shall establish minority business development objectives. The information is used by HUD to monitor and evaluate MBE activities against the total program activity and the designated minority business enterprise (MBE) goals. The Department requires the information to provide guidance and oversight for programs for the development of minority business enterprise concerning Minority Business Development. If the information is not collected HUD would not be able to establish meaningful MBE goals nor evaluate MBE performance against these goals. While no assurances of confidentiality is pledged to respondents, HUD generally discloses this data only in response to a Freedom of Information request. 1. Ethics Compliance Grantee/Project Owner/Developer/Sponsor/Builder/Agency Check if: XXX  XXX  0. Xxxxxxxx (Xxxx, Xxxxx, ZIP Code) 3a. Name of Contact Person 3b. Phone Number (Including Area Code) 4. Reporting Period  Oct. 1 2- Sept. 30 (Annual-FY) 5. Definitions 1Program Code (Not applicable for CPD programs.) See explanation of codes at bottom of page. Use a separate sheet for each program code. 6. Date Submitted to Field Office Grant/Project Number or HUD Case Number or other identification of property, subdivision, dwelling unit, etc. 7a. Amount of Contract or Subcontract 7b. Type of Trade Code (See below) 7c. Contractor or Subcontractor Business Racial/Ethnic Code (See below) 7d. Woman Owned Business (Yes or No) 7e. Prime Contractor Identification (ID) Number 7f. Sec. 3 7g. Subcontractor Identification (ID) Number 7h. Sec. 3 7i. Contractor/Subcontractor Name and Address 7j. Name Street City State Zip Code 1 = New Construction 2 = Education/Training 3 = Other 1 = New Construction 6 = Professional 2 = Substantial Rehab. 7 = Tenant Services 3 = Repair 8 = Education/Training 4 = Service 9 = Arch./Engrg. Appraisal 5 = Project Mangt. 0 = Other 1 = White Americans 2 = Black Americans 3 = Native Americans 4 = Hispanic Americans 5 = Asian/Pacific Americans 6 = Hasidic Jews (Complete for Housing and Public and Indian Housing programs only): 1 = All insured, including Section 8 5 = Section 202 2 = Flexible Subsidy 6 = HUD-2Held (Management) 3 = Xxxxxxx 0 Xxxxxxxxxx, Xxx-XXXX 0 = Public/Indian Housing 4 = Insured (Management 5 = Asian/Pacific Americans Previous editions are obsolete. form HUD-2516 (8/98)

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list-entities-determined-be-non- responsive-biddersofferers-pursuant-nys-iran- divestment-act-2012 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 StateAgency. During the term of the Contract, should the state agency Agency receive information that a person (as defined in State GENERAL PAGE Finance Law §165-a) is in violation of the above-referenced certifications, the 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 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. The Agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contract and Subcontract Activity U.S. Department of Housing and Urban Development OMB Approval No.: 2535-0117 (exp. 1/31/2013) Public Reporting Burden for this collection of information is estimated to average .50 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This information is voluntary. HUD may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB Control Number. Executive Order 12421 dated July 14, 1983, directs the Minority Business Development Plans shall be developed by each Federal Agency and that these annual plans shall establish minority business development objectives. The information is used by HUD to monitor and evaluate MBE activities against the total program activity and the designated minority business enterprise (MBE) goals. The Department requires the information to provide guidance and oversight for programs for the development of minority business enterprise concerning Minority Business Development. If the information is not collected HUD would not be able to establish meaningful MBE goals nor evaluate MBE performance against these goals. While no assurances of confidentiality is pledged to respondents, HUD generally discloses this data only in response to a Freedom of Information request. 1. Ethics Compliance 1 Grantee/Project Owner/Developer/Sponsor/Builder/Agency Check if: PHA 🞏 IHA 🞏 2. Definitions 1Location (City, State, ZIP Code) 3a. Name of Contact Person 3b. Phone Number (Including Area Code) 4. Reporting Period 🞏 Oct. 1 - Sept. 30 (Annual-2FY) 5. Program Code (Not applicable for CPD programs.) See explanation of codes at bottom of page. Use a separate sheet for each program code. 6. Date Submitted to Field Office Grant/Project Number or HUD Case Number or other identification of property, subdivision, dwelling unit, etc. 7a. Amount of Contract or Subcontract 7b. Type of Trade Code (See below) 7c. Contractor or Subcontractor Business Racial/Ethnic Code (See below) 7d. Woman Owned Business (Yes or No) 7e. Prime Contractor Identification (ID) Number 7f. Sec. 3 7g. Subcontractor Identification (ID) Number 7h. Sec. 3 7i. Contractor/Subcontractor Name and Address 7j. Name Street City State Zip Code 1 = New Construction 2 = Education/Training 3 = Other 1 = New Construction 6 = Professional 2 = Substantial Rehab. 7 = Tenant Services 3 = Repair 8 = Education/Training 4 = Service 9 = Arch./Engrg. Appraisal 5 = Project Mangt. 0 = Other 1 = White Americans 2 = Black Americans 3 = Native Americans 4 = Hispanic Americans 5 = Asian/Pacific Americans 6 = Hasidic Jews (Complete for Housing and Public and Indian Housing programs only): 1 = All insured, including Section 8 5 = Section 202 2 = Flexible Subsidy 6 = HUD-Held (Management) 3 = Section 8 Noninsured, Non-HFDA 7 = Public/Indian Housing 4 = Insured (Management 5 = Asian/Pacific Americans Previous editions are obsolete. form HUD-2516 (8/98)

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list- entities-determined-be-non-responsive-biddersofferers-pursuant-nys-iran-divestment- act-2012 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 Page 7 January 0000 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-21 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

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §Section 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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 §Section 165-a) is in violation of the above- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on During 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 performance of this Contract will be required contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to certify that it is not on as 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 ("contractor") agrees as defined in State GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2follows:

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 Page 7 January 2014 GENERAL PAGE PAGE 1. Ethics Compliance 1 2. Definitions 1-2

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf Finance Law §165xxxxx://xxx.xx.xxx/list-entities-determined-be-non- responsive-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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. biddersofferers-pursuant-nys-iran-divestment- act-2012 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 StateState Fund. During the term of the Contract, should the state agency Fund receive information that a person (as defined in State GENERAL PAGE 1Finance Law § 165-a) is in violation of the above-referenced certifications, the Fund will review such information and offer the person an opportunity to respond. Ethics Compliance 1 2. Definitions 1-2If 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 Fund 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.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list-entities-determined-be-non- responsive-biddersofferers-pursuant-nys-iran-divestment- act-2012 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this AgreementContract, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined To Be Non- Responsive Bidders/Offerers Pursuant to be Non-Responsive Bidder/Offerer pursuant to the The New York State Iran Divestment Act of 2012” list (“Prohibited Entities List”) posted on the OGS website at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this such 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 the 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[AGENCY] may approve a request for Assignment of Contract. During the term of the Contract, should the state agency OGS receive information that a person (as defined in State GENERAL PAGE 1Finance Law §165-a) is in violation of the above-referenced certifications, OGS will review such information and offer the person an opportunity to respond. Ethics Compliance 1 2If 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 OGS shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, seeking compliance, recovering damages, or declaring the Contractor in default. Definitions 1-2OGS reserves the right to reject any request for renewal, extension, or assignment for an entity that appears on the Prohibited Entities List prior to the renewal, extension, or assignment of the Contract, and to pursue a responsibility review with Contractor should it appear on the Prohibited Entities List hereafter.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 StateAgency. During the term of the Contract, should the state agency Agency receive information that a person (as defined in State GENERAL PAGE Finance Law §165-a) is in violation of the above-referenced certifications, the 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 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. The Agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contract and Subcontract Activity U.S. Department of Housing and Urban Development OMB Approval No.: 2535-0117 (exp. 1/31/2013) Public Reporting Burden for this collection of information is estimated to average .50 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This information is voluntary. HUD may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB Control Number. Executive Order 12421 dated July 14, 1983, directs the Minority Business Development Plans shall be developed by each Federal Agency and that these annual plans shall establish minority business development objectives. The information is used by HUD to monitor and evaluate MBE activities against the total program activity and the designated minority business enterprise (MBE) goals. The Department requires the information to provide guidance and oversight for programs for the development of minority business enterprise concerning Minority Business Development. If the information is not collected HUD would not be able to establish meaningful MBE goals nor evaluate MBE performance against these goals. While no assurances of confidentiality is pledged to respondents, HUD generally discloses this data only in response to a Freedom of Information request. 1. Ethics Compliance 1 Grantee/Project Owner/Developer/Sponsor/Builder/Agency Check if: PHA □ IHA □ 2. Definitions 1Location (City, State, ZIP Code) 3a. Name of Contact Person 3b. Phone Number (Including Area Code) 4. Reporting Period □ Oct. 1 - Sept. 30 (Annual-2FY) 5. Program Code (Not applicable for CPD programs.) See explanation of codes at bottom of page. Use a separate sheet for each program code. 6. Date Submitted to Field Office Grant/Project Number or HUD Case Number or other identification of property, subdivision, dwelling unit, etc. 7a. Amount of Contract or Subcontract 7b. Type of Trade Code (See below) 7c. Contractor or Subcontractor Business Racial/Ethnic Code (See below) 7d. Woman Owned Business (Yes or No) 7e. Prime Contractor Identification (ID) Number 7f. Sec. 3 7g. Subcontractor Identification (ID) Number 7h. Sec. 3 7i. Contractor/Subcontractor Name and Address 7j. Name Street City State Zip Code 1 = New Construction 2 = Education/Training 3 = Other 1 = New Construction 6 = Professional 2 = Substantial Rehab. 7 = Tenant Services 3 = Repair 8 = Education/Training 4 = Service 9 = Arch./Engrg. Appraisal 5 = Project Mangt. 0 = Other 1 = White Americans 2 = Black Americans 3 = Native Americans 4 = Hispanic Americans 5 = Asian/Pacific Americans 6 = Hasidic Jews (Complete for Housing and Public and Indian Housing programs only): 1 = All insured, including Section 8 5 = Section 202 2 = Flexible Subsidy 6 = HUD-Held (Management) 3 = Xxxxxxx 0 Xxxxxxxxxx, Xxx-XXXX 0 = Public/Indian Housing 4 = Insured (Management 5 = Asian/Pacific Americans Previous editions are obsolete. form HUD-2516 (8/98)

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf a contract and appears on the Prohibited Entities list after contract award. 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Applicability 1 2. Governing Law 1 3. Ethics Compliance 1 24. Conflict of Terms 1 5. Definitions 1-23 BID SUBMISSION 6. International Bidding 3 7. Bid Opening 3 8. Bid Submission 3 9. Facsimile Submissions 3 10. Authentication of Facsimile Bids 4 11. Late Bids 4 12. Bid Contents 4 13. Extraneous Terms 4 14. Confidential/Trade Secret Materials 4 15. Release of Bid Evaluation Materials 4 16. Freedom of Information Law 5 17. Prevailing Wage Rates - Public Works and Building Services Contracts 5 18. Taxes 6 19. Expenses Prior to Contract Execution 6 20. Advertising Results 6 21. Product References 6 22. Remanufactured, Recycled, Recyclable Or Recovered Materials 6 23. Products Manufactured in Public Institutions 6 24. Pricing 6 25. Drawings 7 26. Site Inspection 7 27. Procurement Card 7 28. Samples 7 BID EVALUATION 29. Bid Evaluation 8 30. Conditional Bid 8 31. Clarification/Revisions 8 32. Prompt Payment Discounts 8 33. Equivalent or Identical Bids 8 34. Performance and Responsibility Qualifications 8 35. Disqualification for Past Performance 8 36. Quantity Changes Prior To Award 8 37. Timeframe for Offers 8 TERMS & CONDITIONS 38. Contract Creation/Execution 8 39. Participation in Centralized Contracts 8 40. Modification of Contract Terms 9 41. Scope Changes 9 42. Estimated/Specific Quantity Contracts 9 TERMS & CONDITIONS PAGE 43. Emergency Contracts 9 44. Purchase Orders 9 45. Product Delivery 10 46. Weekend and Holiday Deliveries 10 47. Shipping/Receipt of Product 10 48. Title and Risk of Loss 10 49. Re-Weighing Product 10 50. Product Substitution 10 51. Rejected Product 10 52. Installation 10 53. Repaired or Replaced Product/ Components 11 54. On-Site Storage 11 55. Employees/Subcontractors/Agents 11 56. Assignment 11 57. Subcontractors and Suppliers 11 58. Performance/Bid Bond 11 59. Suspension of Work 11 60. Termination 11 61. Savings/Force Majeure 12 62. Contract Xxxxxxxx 12 63. Default - Authorized User 12 64. Interest on Late Payments 12 65. Remedies for Breach 13 66. Assignment of Claim 13 67. Toxic Substances 13 68. Independent Contractor 13 69. Security 13 70. Cooperation with Third Parties 13 71. Contract Term - Renewal 13 72. Additional Warranties 13 73. Legal Compliance 15 74. Indemnification 15 75. Indemnification Relating to Third Party Rights 15 76. Limitation of Liability 15 77. Insurance 15 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 78. Software License Grant 15 79. Product Acceptance 17 80. Audit of Licensed Product Usage 17 81. Ownership/Title to Project Deliverables 17 82. Proof of License 18 83. Product Version 18 84. Changes to Product or Service Offerings 18 85. No Hardstop/Passive License Monitoring 19 86. Source Code Escrow for Licensed Product 19

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/iran- divestment-act-2012 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerors pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 PROCUREMENT SERVICES GROUP GENERAL PAGE 1. Applicability 1 2. Governing Law 1 3. Ethics Compliance 1 24. Conflict of Terms 1 5. Definitions 1-23 BID SUBMISSION 6. International Bidding 3 7. Bid Opening 3 8. Bid Submission 3 9. Facsimile Submissions 3 10. Authentication of Facsimile Bids 4 11. Late Bids 4 12. Bid Contents 4 13. Extraneous Terms 4 14. Confidential/Trade Secret Materials 4 15. Release of Bid Evaluation Materials 4 16. Freedom of Information Law 5 17. Prevailing Wage Rates - Public Works and Building Services Contracts 5 18. Taxes 6 19. Expenses Prior to Contract Execution 6 20. Advertising Results 6 21. Product References 6 22. Remanufactured, Recycled, Recyclable Or Recovered Materials 6 23. Products Manufactured in Public Institutions 6 24. Pricing 6 25. Drawings 7 26. Site Inspection 7 27. Procurement Card 7 28. Samples 7 BID EVALUATION 29. Bid Evaluation 8 30. Conditional Bid 8 31. Clarification/Revisions 8 32. Prompt Payment Discounts 8 33. Equivalent or Identical Bids 8 34. Performance and Responsibility Qualifications 8 35. Disqualification for Past Performance 8 36. Quantity Changes Prior To Award 8 37. Timeframe for Offers 8 TERMS & CONDITIONS 38. Contract Creation/Execution 8 39. Participation in Centralized Contracts 8 40. Modification of Contract Terms 9 41. Scope Changes 9 42. Estimated/Specific Quantity Contracts 9 TERMS & CONDITIONS PAGE 43. Emergency Contracts 9 44. Purchase Orders 9 45. Product Delivery 10 46. Weekend and Holiday Deliveries 10 47. Shipping/Receipt of Product 10 48. Title and Risk of Loss 10 49. Re-Weighing Product 10 50. Product Substitution 10 51. Rejected Product 10 52. Installation 10 53. Repaired or Replaced Product/ Components 11 54. On-Site Storage 11 55. Employees/Subcontractors/Agents 11 56. Assignment 11 57. Subcontractors and Suppliers 11 58. Performance/Bid Bond 11 59. Suspension of Work 11 60. Termination 11 61. Savings/Force Majeure 12 62. Contract Xxxxxxxx 12 63. Default - Authorized User 12 64. Interest on Late Payments 12 65. Remedies for Breach 13 66. Assignment of Claim 13 67. Toxic Substances 13 68. Independent Contractor 13 69. Security 13 70. Cooperation with Third Parties 13 71. Contract Term - Renewal 13 72. Additional Warranties 13 73. Legal Compliance 15 74. Indemnification 15 75. Indemnification Relating to Third Party Rights 15 76. Limitation of Liability 15 77. Insurance 15 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 78. Software License Grant 15 79. Product Acceptance 17 80. Audit of Licensed Product Usage 17 81. Ownership/Title to Project Deliverables 17 82. Proof of License 18 83. Product Version 18 84. Changes to Product or Service Offerings 18 85. No Hardstop/Passive License Monitoring 19 86. Source Code Escrow for Licensed Product 19

IRAN DIVESTMENT ACT. By entering into this Agreementcontract, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/iran-divestment-act-2012. 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 SUNY receive information that a person (as defined in State Finance Law §165-a) is in violation of the above- above-referenced certifications, the state agency SUNY 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 SUNY 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. The state agency SUNY reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 ContractI. PAY TO (please print): PAYEE FIRST NAME PAYEE LAST NAME HOME ADDRESS CITY, 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 ContractSTATE, should the state agency receive information that a person ZIP TELEPHONE NUMBER ( ) - PAYEE EIN (as defined in State GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2LEAVE BLANK IF SSN) FAX NUMBER ( ) - DEPARTMENT NAME TO BE CHARGED DEPARTMENT NUMBER TO BE CHARGED

IRAN DIVESTMENT ACT. By entering into this AgreementAs a result of the Iran Divestment Act of 2012 (Act), Contractor certifies in accordance with Chapter 1 of the 2012 Laws of New York, a new provision has been added to the State Finance Law §(SFL) Section 165-a, effective April 12, 2012. This act may be viewed in its entirety at xxxx://xxx.xxx.xx.xxx/about/regs/docs/ida2012.pdf. Pursuant to SFL Section 165-a(3)(b), the Commissioner of the Office of General Services (OGS) has developed and maintains a list (prohibited entities list) of “persons” who are engaged in “investment activities in Iran” (both are defined terms in the law). The list may be found on the OGS website at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf. By submitting a bid in response to this solicitation or by assuming the responsibility of a Contract awarded hereunder, Bidder/Contractor (or any assignee) certifies that, it will not utilize, on such Contract, any subcontractor that is identified on the prohibited entities list. Additionally, any Contractor seeking to renew or extend a Contract or assume the responsibility of a Contract awarded in response to this solicitation, must certify at the time the Contract is renewed, extended or assigned that it is not included on the “Entities Determined to be Non-Responsive Bidder/Offerer pursuant to prohibited entities list. During the term of the Contract, should the New York State Iran Divestment Act Department of 2012” Transportation (“Prohibited Entities List”NYSDOT) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf Finance Law §165-areceive information that a Bidder/Contractor (or any assignee) is in violation of the above- above-referenced certificationscertification, the state agency NYSDOT will review such information and offer the person Bidder/Contractor (or any assignee) an opportunity to respond. If the person Bidder/Contractor (or any assignee) 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 NYSDOT 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. The state agency NYSDOT reserves the right to reject any bid, bid or request for assignment, renewal or extension assignment for an entity that appears on the Prohibited Entities List prohibited entities list prior to the award, assignment, renewal or extension award of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities prohibited entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 StateFund. During the term of the Contract, should the state agency Fund receive information that a person (as defined in State GENERAL PAGE 1Finance Law §165-a) is in violation of the above-referenced certifications, the Fund will review such information and offer the person an opportunity to respond. Ethics Compliance 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 Fund 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. The Fund reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. The direct labor multipliers1 for this project are as follows: Construction Manager (CM Firm Name.) Pre-Construction Phase (if applicable) - X.XX Construction Phase (if applicable) - X.XX XXXXXXXX - X.XX XXXXXXXX - X.XX XXXXXXXX - X.XX XXXXXXXX - X.XX Other Subconsultants – A direct labor multiplier shall be set forth in the Fund’s written approval of any other subconsultants proposed by the Construction Manager. 1 2. Definitions 1-2See Article 4 Paragraph 4.1 on page CM-3 of the Agreement.

IRAN DIVESTMENT ACT. By entering into this AgreementAs a result of the Iran Divestment Act of 2012 (Act), Contractor certifies in accordance with Chapter 1 of the 2012 Laws of New York, a new provision has been added to the State Finance Law §(SFL) Section 165-a, effective April 12, 2012. This act may be viewed in its entirety at xxxx://xxx.xxx.xx.xxx/about/regs/docs/ida2012.pdf. Pursuant to SFL Section 165- a(3)(b), the Commissioner of the Office of General Services (OGS) has developed and maintains a list (prohibited entities list) of “persons” who are engaged in “investment activities in Iran” (both are defined terms in the law). The list may be found on the OGS website at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf. By submitting a bid in response to this solicitation or by assuming the responsibility of a Contract awarded hereunder, Bidder/Contractor (or any assignee) certifies that, it will not utilize, on such Contract, any subcontractor that is identified on the prohibited entities list. Additionally, any Contractor seeking to renew or extend a Contract or assume the responsibility of a Contract awarded in response to this solicitation, must certify at the time the Contract is renewed, extended or assigned that it is not included on the “Entities Determined to be Non-Responsive Bidder/Offerer pursuant to prohibited entities list. During the term of the Contract, should the New York State Iran Divestment Act Department of 2012” Transportation (“Prohibited Entities List”NYSDOT) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf Finance Law §165-areceive information that a Bidder/Contractor (or any assignee) is in violation of the above- above-referenced certificationscertification, the state agency NYSDOT will review such information and offer the person Bidder/Contractor (or any assignee) an opportunity to respond. If the person Bidder/Contractor (or any assignee) 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 NYSDOT 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. The state agency NYSDOT reserves the right to reject any bid, bid or request for assignment, renewal or extension assignment for an entity that appears on the Prohibited Entities List prohibited entities list prior to the award, assignment, renewal or extension award of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities prohibited entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. (a) By entering into this AgreementAmendment to the Consolidated Contract, Contractor the Authority certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined determined to be Nonnon-Responsive Bidderresponsive bidders/Offerer offerers pursuant to the The New York State Iran Divestment Act of 2012” list (“Prohibited Entities List”) posted on the website of the New York State Office of General Services at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxx://xxx.xxx.xx.xxx/about/regs/docs/ ListofEntities.pdf and further certifies that it will not utilize on such Consolidated Contract any subcontractor that is identified on the Prohibited Entities List. The Authority agrees that should it seek to further renew or extend the Consolidated Contract, it must provide the same certification at the time the Consolidated Contract is renewed or extended. The Authority also agrees that any proposed Assignee of the Consolidated Contract will be required to certify that it is not on the Prohibited Entities List before the Commissioner may approve a request for Assignment of the Consolidated Contract. (b) During the term of the Consolidated Contract, should the Commissioner receive information that a person (as defined in State Finance Law §165-a) is in violation of the above- referenced certifications, the state agency Commissioner 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 New York State Iran Divestment Act of 2012 within 90 days after the determination of such violation, then the state agency Commissioner 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 Authority in default. . (c) The state agency Commissioner reserves the right to reject any bidrenewal, extension, or request for assignment, renewal or extension assignment for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, hereafter and to pursue a responsibility review with respect to any entity that is awarded granted a contract extension/renewal or assignment and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2thereafter.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 ContractJanuary 30, 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-22014

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list-entities-determined-be- non-responsive-biddersofferers-pursuant-nys- iran-divestment- act-2012. 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on January 30, 2014 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 be separated out from the Contractor’s/Subcontractor’s total workforce. PART A – INSTRUCTIONS: All Contractors/Subcontractors must complete and submit this form on the Prohibited Entities List before the contract assignment will be approved by the State. During the term a semi-annual basis in accordance with terms of the Contract, should the state agency receive information that a person (as defined in State GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2Agreement.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Applicability 1 2. Governing Law 1 3. Ethics Compliance 1 24. Conflict of Terms 1 5. Definitions 1-23 BID SUBMISSION 6. International Bidding 3 7. Bid Opening 3 8. Bid Submission 3 9. Facsimile Submissions 3 10. Authentication of Facsimile Bids 4 11. Late Bids 4 12. Bid Contents 4 13. Extraneous Terms 4 14. Confidential/Trade Secret Materials 4 15. Release of Bid Evaluation Materials 4 16. Freedom of Information Law 5 17. Prevailing Wage Rates - Public Works and Building Services Contracts 5 18. Taxes 5 19. Expenses Prior to Contract Execution 6 20. Advertising Results 6 21. Product References 6 22. Remanufactured, Recycled, Recyclable Or Recovered Materials 6 23. Products Manufactured in Public Institutions 6 24. Pricing 6 25. Drawings 7 26. Site Inspection 7 27. Procurement Card 7 28. Samples 7 BID EVALUATION 29. Bid Evaluation 8 30. Conditional Bid 8 31. Clarification/Revisions 8 32. Prompt Payment Discounts 8 33. Equivalent or Identical Bids 8 34. Performance and Responsibility Qualifications 8 35. Disqualification for Past Performance 8 36. Quantity Changes Prior To Award 8 37. Timeframe for Offers 8 TERMS & CONDITIONS 38. Contract Creation/Execution 8 39. Participation in Centralized Contracts 8 40. Modification of Contract Terms 9 41. Scope Changes 9 TERMS & CONDITIONS PAGE 43. Emergency Contracts 9 44. Purchase Orders 9 45. Product Delivery 10 46. Weekend and Holiday Deliveries 10 47. Shipping/Receipt of Product 10 48. Title and Risk of Loss 10 49. Re-Weighing Product 10 50. Product Substitution 10 51. Rejected Product 10 52. Installation 10 53. Repaired or Replaced Product/ Components 10 54. On-Site Storage 11 55. Employees/Subcontractors/Agents 11 56. Assignment 11 57. Subcontractors and Suppliers 11 58. Performance/Bid Bond 11 59. Suspension of Work 11 60. Termination 11 61. Savings/Force Majeure 12 62. Contract Xxxxxxxx 12 63. Default - Authorized User 12 64. Interest on Late Payments 12 65. Remedies for Breach 13 66. Assignment of Claim 13 67. Toxic Substances 13 68. Independent Contractor 13 69. Security 13 70. Cooperation with Third Parties 13 71. Contract Term - Renewal 13 72. Additional Warranties 13 73. Legal Compliance 15 74. Indemnification 15 75. Indemnification Relating to Third Party Rights 15 76. Limitation of Liability 15 77. Insurance 15 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 78. Software License Grant 15 79. Product Acceptance 17 80. Audit of Licensed Product Usage 17 81. Ownership/Title to Project Deliverables 17 82. Proof of License 18 83. Product Version 18 84. Changes to Product or Service Offerings 18 85. No Hardstop/Passive License Monitoring 19 86. Source Code Escrow for Licensed Product 20 June

IRAN DIVESTMENT ACT. As a result of the Iran Divestment Act of 2012 (Act), Chapter 1 of the 2012 Laws of New York, a new provision has been added to the State Finance Law (SFL), § 165-a, effective April 12, 2012. Under the Act, the Commissioner of the Office of General Services (OGS) will be developing a list (prohibited entities list) of “persons” who are engaged in “investment activities in Iran” (both are defined terms in the law). Pursuant to SFL § 165-a(3)(b), the initial list is expected to be issued no later than 120 days after the Act’s effective date, at which time it will be posted on the OGS website. By entering into this AgreementContract, Contractor (or any assignee) certifies in accordance with State Finance Law §165-a that once the prohibited entities list is posted on the OGS website, it will not utilize on such Contract any subcontractor that is identified on the prohibited entities list. Additionally, Contractor agrees that after the list is posted on the OGS website, should it seek to renew or extend the Contract, it will be required to certify at the time the Contract is renewed or extended that it is not included on the prohibited entities list. Contractor also agrees that any proposed Assignee of the Contract will be required to certify that it is not on the “Entities Determined to be Non-Responsive Bidder/Offerer pursuant to prohibited entities list before NYSDOT may approve a request for Assignment of Contract During the New York State Iran Divestment Act term of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf Finance Law §165-a) the Contract, should NYSDOT receive information that a person is in violation of the above- above-referenced certificationscertification, the state agency NYSDOT 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 NYSDOT 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. The state agency NYSDOT reserves the right to reject any bid, request for assignment, renewal or extension assignment for an entity that appears on the Prohibited Entities List prohibited entities list prior to the award, assignment, renewal or extension award of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities prohibited entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE TERMS & CONDITIONS PAGE 1. Applicability 1 43. Emergency Contracts 9 2. Governing Law 1 44. Purchase Orders 9 3. Ethics Compliance 1 245. Product Delivery 10 4. Conflict of Terms 1 46. Weekend and Holiday Deliveries 10 5. Definitions 1-23 47. Shipping/Receipt of Product 10 48. Title and Risk of Loss 10 BID SUBMISSION 49. Re-Weighing Product 10 50. Product Substitution 10 6. International Bidding 3 51. Rejected Product 10 7. Bid Opening 3 52. Installation 10 8. Bid Submission 3 53. Repaired or Replaced Product/ 9. Facsimile Submissions 3 Components 10 10. Authentication of Facsimile Bids 4 54. On-Site Storage 11 11. Late Bids 4 55. Employees/Subcontractors/Agents 11 12. Bid Contents 4 56. Assignment 11 13. Extraneous Terms 4 57. Subcontractors and Suppliers 11 14. Confidential/Trade Secret Materials 4 58. Performance/Bid Bond 11 15. Release of Bid Evaluation Materials 4 59. Suspension of Work 11 16. Freedom of Information Law 5 60. Termination 11 17. Prevailing Wage Rates - Public Works 61. Savings/Force Majeure 12 and Building Services Xxxxxxxxx 0 00. Xxxxxxxx Xxxxxxxx 00 18. Taxes 5 63. Default - Authorized User 12 19. Expenses Prior to Contract Execution 6 64. Interest on Late Payments 12 20. Advertising Results 6 65. Remedies for Breach 13 21. Product References 6 66. Assignment of Claim 13 22. Remanufactured, Recycled, Recyclable 67. Toxic Substances 13 Or Recovered Materials 6 68. Independent Contractor 13 23. Products Manufactured in Public 69. Security 13 Institutions 6 70. Cooperation with Third Parties 13 24. Pricing 6 71. Contract Term - Renewal 13 25. Drawings 7 72. Additional Warranties 13 26. Site Inspection 7 73. Legal Compliance 15 27. Procurement Card 7 74. Indemnification 15 28. Samples 7 75. Indemnification Relating to Third Party Rights 15 BID EVALUATION 76. Limitation of Liability 15 77. Insurance 15 29. Bid Evaluation 8 30. Conditional Bid 8 31. Clarification/Revisions 8 33. Equivalent or Identical Bids 8 78. Software License Grant 15 34. Performance and Responsibility 79. Product Acceptance 17 Qualifications 8 80. Audit of Licensed Product Usage 17 35. Disqualification for Past Performance 8 81. Ownership/Title to Project

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that Pursuant to New York State Executive Law Article 15-A and Parts 140-145 of Title 5 of the New York Codes, Rules and Regulations (“NYCRR”), the New York State Office of General Services (“OGS”) 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 promote opportunities for the Prohibited Entities List before maximum feasible participation of New York State-certified Minority- and Women-Owned Business Enterprises (“MWBEs”) and the contract assignment will be approved by employment of minority group members and women in the State. During the term performance of the Contract, should the state agency receive information that a person (as defined in State GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2OGS contracts.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor Contract 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 GENERAL PAGE 1Finance 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. Ethics Compliance If the person fails to demonstrate that it has ceased its engagement in the investment activity The 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. All payments shall be in accordance with the budget contained in Appendix B for the applicable period. Payment under this Agreement is conditional upon the continued availability of funds. If 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). 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: New York State Department of Agriculture and Markets c/o NYS OGS Business Service Center, 000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxx Xxxx, 00000, or via e-mail at xxxxxxxxxxxxxxx@xxx.xx.xxx. 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 within fifteen (15) business days after the end of each quarter. All Claims for Payment must be accompanied by a summary of services rendered. All obligations must be incurred prior to 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 its sole discretion, modify or adjust the amount requested to reflect contract funds expended as of the date of the request. Subsequent to its review and approval of the payment request, the Department will transmit the request to the Comptroller for payment. Payment 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. Such electronic payment shall be made in accordance with ordinary State procedures and practices. The Contractor shall comply with the State Comptroller’s procedures to authorize electronic payments. Authorization forms are available at the State Comptroller’s website at xxx.xxx.xxxxx.xx.xx/xxxx/xxxxx.xxx, by email at xxxxxx@xxx.xxxxx.xx.xx, or by telephone at 000-000-0000. The 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, 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 2of each calendar year and ends on March 31 of the following calendar year. Definitions 1Funds for payments under this Agreement were appropriated to the Department during fiscal year 2016-22017. Payments made after fiscal year 2016-2017 or payment for work pursuant to this Agreement which is completed or continued by the Contractor after fiscal year 2016- 2017 is subject to appropriation of funds by the Legislature in each subsequent fiscal year.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. xxxxx://xxx.xx.xxx/iran-divestment-act-2012 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 GENERAL PAGE 1Finance 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. Ethics Compliance 1 2If 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. Definitions 1-2The state agency may reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1Finance 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. Ethics Compliance 1 2. Definitions 1-2If 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

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on During 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 performance of this Contract will be required contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to certify that it is not on as 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 ("contractor") agrees as defined in State GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2follows:

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf Finance Law §165xxxxx://xxx.xx.xxx/list-entities-determined-be- non-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. responsive-biddersofferers-pursuant-nys-iran-divestment- act-2012 The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1Finance 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. Ethics Compliance 1 2If 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. Definitions 1-2The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Applicability 1 2. Governing Law 1 3. Ethics Compliance 1 24. Conflict of Terms 1 5. Definitions 1-23 BID SUBMISSION 6. International Bidding 3 7. Bid Opening 3 8. Bid Submission 3 9. Facsimile Submissions 3 10. Authentication of Facsimile Bids 4 11. Late Bids 4 12. Bid Contents 4 13. Extraneous Terms 4 14. Confidential/Trade Secret Materials 4 15. Release of Bid Evaluation Materials 4 16. Freedom of Information Law 5 17. Prevailing Wage Rates - Public Works and Building Services Contracts 5 18. Taxes 5 19. Expenses Prior to Contract Execution 6 20. Advertising Results 6 21. Product References 6 22. Remanufactured, Recycled, Recyclable Or Recovered Materials 6 23. Products Manufactured in Public Institutions 6 24. Pricing 6 25. Drawings 7 26. Site Inspection 7 27. Procurement Card 7 28. Samples 7 BID EVALUATION 29. Bid Evaluation 8 30. Conditional Bid 8 31. Clarification/Revisions 8 32. Prompt Payment Discounts 8 33. Equivalent or Identical Bids 8 34. Performance and Responsibility Qualifications 8 35. Disqualification for Past Performance 8 36. Quantity Changes Prior To Award 8 37. Timeframe for Offers 8 TERMS & CONDITIONS 38. Contract Creation/Execution 8 39. Participation in Centralized Contracts 8 40. Modification of Contract Terms 9 41. Scope Changes 9 42. Estimated/Specific Quantity Contracts 9 TERMS & CONDITIONS PAGE 43. Emergency Contracts 9 44. Purchase Orders 9 45. Product Delivery 10 46. Weekend and Holiday Deliveries 10 47. Shipping/Receipt of Product 10 48. Title and Risk of Loss 10 49. Re-Weighing Product 10 50. Product Substitution 10 51. Rejected Product 10 52. Installation 10 53. Repaired or Replaced Product/ Components 10 54. On-Site Storage 11 55. Employees/Subcontractors/Agents 11 56. Assignment 11 57. Subcontractors and Suppliers 11 58. Performance/Bid Bond 11 59. Suspension of Work 11 60. Termination 11 61. Savings/Force Majeure 12 62. Contract Xxxxxxxx 12 63. Default - Authorized User 12 64. Interest on Late Payments 12 65. Remedies for Breach 13 66. Assignment of Claim 13 67. Toxic Substances 13 68. Independent Contractor 13 69. Security 13 70. Cooperation with Third Parties 13 71. Contract Term - Renewal 13 72. Additional Warranties 13 73. Legal Compliance 15 74. Indemnification 15 75. Indemnification Relating to Third Party Rights 15 76. Limitation of Liability 15 77. Insurance 15 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 78. Software License Grant 15 79. Product Acceptance 17 80. Audit of Licensed Product Usage 17 81. Ownership/Title to Project Deliverables 17 82. Proof of License 18 83. Product Version 18 84. Changes to Product or Service Offerings 18 85. No Hardstop/Passive License Monitoring 19 86. Source Code Escrow for Licensed Product 20 1. APPLICABILITY The terms and conditions set forth in this Appendix B are expressly incorporated in and applicable to the resulting procurement contracts let by the Office of General Services Procurement Services Group, or let by any other Authorized User where incorporated by reference in its Bid Documents. Captions are intended as descriptive and are not intended to limit or otherwise restrict the terms and conditions set forth herein.

IRAN DIVESTMENT ACT. By entering into this AgreementContract, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be To Be Non-Responsive BidderBidders/Offerer pursuant Offerers Pursuant to the The New York State Iran Divestment Act of 2012” list (“Prohibited Entities List”) posted on the OGS website at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this such 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 the Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the StateOGS may approve a request for Assignment of Contract. During the term of the Contract, should the state agency [AGENCY] receive information that a person (as defined in State GENERAL PAGE 1Finance Law §165-a) is in violation of the above-referenced certifications, OGS will review such information and offer the person an opportunity to respond. Ethics Compliance 1 2If 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 OGS shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, seeking compliance, recovering damages, or declaring the Contractor in default. Definitions 1-2OGS reserves the right to reject any request for renewal, extension, or assignment for an entity that appears on the Prohibited Entities List prior to the renewal, extension, or assignment of the Contract, and to pursue a responsibility review with Contractor should it appear on the Prohibited Entities List hereafter.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-165- a that it is not on the “Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. ‌ By entering into this AgreementContract, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be To Be Non-Responsive BidderBidders/Offerer pursuant Offerers Pursuant to the The New York State Iran Divestment Act of 2012” list (“Prohibited Entities List”) posted on the OGS website at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this such 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 the Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the StateOGS may approve a request for Assignment of Contract. During the term of the Contract, should the state agency OGS receive information that a person (as defined in State GENERAL PAGE 1Finance Law §165-a) is in violation of the above-referenced certifications, OGS will review such information and offer the person an opportunity to respond. Ethics Compliance 1 2If 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 OGS shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, seeking compliance, recovering damages, or declaring the Contractor in default. Definitions 1-2OGS reserves the right to reject any request for renewal, extension, or assignment for an entity that appears on the Prohibited Entities List prior to the renewal, extension, or assignment of the Contract, and to pursue a responsibility review with Contractor should it appear on the Prohibited Entities List hereafter.

IRAN DIVESTMENT ACT. By entering into this Agreement, the Contractor certifies in accordance with State Finance Law §Section 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerors pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 StateRIOC. During the term of the Contract, should the state agency RIOC receive information that a person (as defined in State GENERAL PAGE 1Finance Law Section 165-a) is in violation of the above-referenced certifications, RIOC will review such information and offer the person an opportunity to respond. Ethics Compliance 1 2If 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 RIOC 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. Definitions 1-2RIOC reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities List after contract award.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. xxxx://xxx.xxx xx.xxx/xxxxx/xxxx/xxxx/XxxxxxXxxxxxxx.xxx 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 StateAgency. During the term of the Contract, should the state agency Agency receive information that a person (as defined in State GENERAL PAGE Finance Law §165-a) is in violation of the above-referenced certifications, the 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 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. The Agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contract and Subcontract Activity U.S. Department of Housing and Urban Development OMB Approval No.: 2535-0117 (exp. 1/31/2013) Public Reporting Burden for this collection of information is estimated to average .50 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This information is voluntary. HUD may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB Control Number. Executive Order 12421 dated July 14, 1983, directs the Minority Business Development Plans shall be developed by each Federal Agency and that these annual plans shall establish minority business development objectives. The information is used by HUD to monitor and evaluate MBE activities against the total program activity and the designated minority business enterprise (MBE) goals. The Department requires the information to provide guidance and oversight for programs for the development of minority business enterprise concerning Minority Business Development. If the information is not collected HUD would not be able to establish meaningful MBE goals nor evaluate MBE performance against these goals. While no assurances of confidentiality is pledged to respondents, HUD generally discloses this data only in response to a Freedom of Information request. 1. Ethics Compliance 1 Grantee/Project Owner/Developer/Sponsor/Builder/Agency Check if PHA □ IHA □ 2. Definitions 1Location (City, State, ZIP Code) 3a. Name of Contact Person 3b. Phone Number (Including Area Code) 4. Reporting Period □ Oct. 1 - Sept. 30 (Annual-2FY) 5. Program Code (Not applicable for CPD programs.) See explanation of codes at bottom of page. Use a separate sheet for each program code. 6. Date Submitted to Field Office Grant/Project Number or HUD Case Number or other identification of property, subdivision, dwelling unit, etc. 7a. Amount of Contract or Subcontract 7b. Type of Trade Code (See below) 7c. Contractor or Subcontractor Business Racial/Ethnic Code (See below) 7d. Woman Owned Business (Yes or No) 7e. Prime Contractor Identification (ID) Number 7f. Sec. 3 7g. Subcontractor Identification (ID) Number 7h. Sec. 3 7i. Contractor/Subcontractor Name and Address 7j. Name Street City State Zip Code 1 = New Construction 2 = Education/Training 3 = Other 1 = New Construction 6 = Professional 2 = Substantial Rehab. 7 = Tenant Services 3 = Repair 8 = Education/Training 4 = Service 9 = Arch./Engrg. Appraisal 5 = Project Mangt. 0 = Other 1 = White Americans 2 = Black Americans 3 = Native Americans 4 = Hispanic Americans 5 = Asian/Pacific Americans 6 = Hasidic Jews (Complete for Housing and Public and Indian Housing programs only) 1 = All insured, including Section 8 5 = Section 202 2 = Flexible Subsidy 6 = HUD-Held (Management) 3 = Section 8 Noninsured, Non-HFDA 7 = Public/Indian Housing 4 = Insured (Management 5 = Asian/Pacific Americans Previous editions are obsolete. form HUD-2516 (8/98)

IRAN DIVESTMENT ACT. As a result of the Iran Divestment Act of 2012 (Act), Chapter 1 of the 2012 Laws of New York, a new provision has been added to the State Finance Law (SFL), § 165-a, effective April 12, 2012. Under the Act, the Commissioner of the Office of General Services (OGS) will be developing a list (prohibited entities list) of “persons” who are engaged in “investment activities in Iran” (both are defined terms in the law). Pursuant to SFL § 165-a(3)(b), the initial list is expected to be issued no later than 120 days after the Act’s effective date, at which time it will be posted on the OGS website. By entering into this AgreementContract, Contractor (or any assignee) certifies in accordance with State Finance Law §165-a that once the prohibited entities list is posted on the OGS website, it will not utilize on such Contract any subcontractor that is identified on the prohibited entities list. Additionally, Contractor agrees that after the list is posted on the OGS website, should it seek to renew or extend the Contract, it will be required to certify at the time the Contract is renewed or extended that it is not included on the prohibited entities list. Contractor also agrees that any proposed Assignee of the Contract will be required to certify that it is not on the “Entities Determined to be Non-Responsive Bidder/Offerer pursuant to prohibited entities list before the New York State Iran Divestment Act Department of 2012” Transportation (“Prohibited Entities List”NYSDOT) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf Finance Law §165-a) may approve a request for Assignment of Contract During the term of the Contract, should NYSDOT receive information that a person is in violation of the above- referenced certificationscertification, the state agency NYSDOT 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 NYSDOT 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. The state agency NYSDOT reserves the right to reject any bid, request for assignment, renewal or extension assignment for an entity that appears on the Prohibited Entities List prohibited entities list prior to the award, assignment, renewal or extension award of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities prohibited entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2XXXXXXXX XXXXXXX XXX XXX XXXX XXXXX CONTRACTS

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf a contract and appears on the Prohibited Entities list after contract award. 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 NOTE: Some of the Contract, should terms in this document have been modified for purposes of OGS Contract No. PS67984. See section 4.6 of the state agency receive information that a person (as defined in State GENERAL PAGE 1OGS Contract No. Ethics Compliance 1 2. Definitions 1-2PS67984.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidder/Offerer pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 January 2015 22772 Project Based Information Technology Consulting (Statewide) GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION 3. International Bidding 2 4. Reserved Bid Opening 5. Reserved Bid Submission 6. Reserved Late Bids Rejected 7. Bid Contents 2 8. Extraneous Terms 2-3 9. Confidential/Trade Secret Materials 3 10. Reserved 11. Taxes 3 12. Expenses Prior to Contract Execution 4 13. Advertising Results 4 14. Reserved 15. Reserved 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Drawings 5 19. Site Inspection 5 20. Procurement Card 5 21. Reserved BID EVALUATION 22. Bid Evaluation 5 23. Reserved 24. Reserved 25. Reserved TERMS & CONDITIONS 26. Reserved 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 6 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6-7 33. Product Delivery 7 34. Weekend and Holiday Deliveries 7 35. Reserved TERMS & CONDITIONS (CONT.) PAGE 36. Reserved 37. Reserved 38. Reserved 39. Reserved 40. Reserved 41. Reserved 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 7 46. Suspension of Work 7-8 47. Termination 8 48. Savings/Force Majeure 8-9 49. Contract Invoicing 9 50. Default - Authorized User 9-10 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Reserved 55. Independent Contractor 10-11 56. Security 11 57. Cooperation with Third Parties 11 58. Contract Term - Renewal 11 59. Warranties 11-12 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Infringement 12-13 63. Limitation of Liability 13 64. Reserved 65. Reserved 66. Product Acceptance 13 67. Reserved 68. Ownership/Title to Project Deliverables 14-15 69. Reserved 70. Reserved 71. Reserved 72. Reserved 73. Reserved January 2015 22772 Project Based Information Technology Consulting (Statewide)

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list-entities-determined-be-non-responsive- biddersofferers-pursuant-nys-iran-divestment-act-2012 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-§ 165- a) is in violation of the above- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list-entities- determined-be-non-responsive-biddersofferers- pursuant-nys-iran-divestment-act-2012 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreementcontract, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York Y ork State Iran Divestment Div estment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list-entities-determined -be-non-responsive-biddersofferers- pursuant-nys-iran-divestment-act-2012 Contractor further certifies that it will not utilize on this contract any subcontractor that is identif ied on the Prohibited Entities List. Contractor agrees that should i t s e ek t o renew or extend this contract, it must provide the same certification at t he xxx e t he contract is renewed or extended. Contractor also agrees t hat any proposed Assignee of this contract will be required to certify that it is not on the Prohibited Ent i ties List bef ore the contract assignment will be approved by the State. During the term of the contract, should SUNY receive information that a per s on ( as def ined in State Finance Law §165-a) is in violation v iolation of the above- referenced certificationsabov e-ref erenced certif ications, the state agency SUNY will review such information and offer the person an opportunity opportu nity to respond. If the person fails to demonstrate that it has ceased its engagement en gagement in the investment activity inv estment activ ity which is in violation v iolation of the Act within 90 days after day s af ter the determination of such violationv iolation, then the state agency SUNY shall take such action as may be appropriate and provided prov ided for by law, rule, or contract, including, but not limited l imit ed to, imposing sanctions, seeking compliance, recovering recov ering damages, or declaring the Contractor in default. The state agency reserves SUNY reserv es the right to reject any bid, request for f or assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the awardawa rd, assignment, renewal or extension of a contract, and to pursue a responsibility review revi ew with respect to any entity that is awarded a contract and appears on the Prohibited Prohi bi t ed Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf a contract and appears on the Prohibited Entities list after contract award. 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Applicability 1 2. Governing Law 1 3. Ethics Compliance 1 24. Conflict of Terms 1 5. Definitions 1-23

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf a contract and appears on the Prohibited Entities list after contract award. 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-21 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

IRAN DIVESTMENT ACT. 1. By entering into this Agreementthe Purchase Order Agreements, Contractor the Recipient certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf ). 2. The Recipient further certifies that it shall not utilize on the Purchase Order Agreements any subrecipient that is identified on the Prohibited Entities List. The Recipient agrees that should it seek to renew or extend the Purchase Order Agreements, it must provide the same certification at the time the Purchase Order Agreements are renewed or extended. The Recipient also agrees that any proposed assignee of the Purchase Order Agreements shall be required to certify that it is not on the Prohibited Entities List before the Purchase Order Agreements assignment shall be approved by the State. 3. During the term of the Agreement, should the State receive information that a person (as defined in State Finance Law §165-a) is in violation of the above- above-referenced certifications, the state agency State 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 New York State Iran Divestment Act of 2012 within 90 calendar days after the determination of such violation, then the state agency State 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 Recipient in default. 4. The state agency State reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contractthe Purchase Order Agreements, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §Section 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf The Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. The 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. The 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 RIOC. During the term of the Contract, should RIOC receive information that a person (as defined in State Finance Law §Section 165-a) is in violation of the above- above-referenced certifications, the state agency RIOC 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 RIOC 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. The state agency RIOC reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list List after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreementcontract, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list-entities-determined -be-non-responsive-biddersofferers-pursuant-nys-iran-divestment-act-2012 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 SUNY receive information that a person (as defined in State Finance Law §165-a) is in violation of the above- above-referenced certifications, the state agency SUNY 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 SUNY 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. The state agency SUNY reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor Contract 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 GENERAL PAGE 1Finance 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. Ethics Compliance 1 2. Definitions 1-2If the person fails to demonstrate that it has ceased its engagement in the investment activity Page 7 January 0000

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in In accordance with State Finance Public Authorities Law §1652879-c, if this is a contract for work or services performed or to be performed, or goods sold or to be sold, the Contractor subscribes and affirms, under penalty of perjury, that: by signing this contract, each person and each person signing on behalf of any other party certifies, and in the case of a joint bid or partnership each party thereto certifies as to its own organization, under penalty of perjury, that it to the best of its knowledge and belief that each person is not on the list created pursuant to paragraph (b) of subdivision 3 of Section 165-a of the State Finance Law, entitled “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf Finance Law §xxxxx://xxx.xx.xxx/list-entities-determined-be-non-responsive-biddersofferers-pursuant-nys-iran- divestment-act-2012. For the purposes of this clause, the term “person” shall be as defined in subdivision (1)(e) of Section 165-a) is in violation a 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract awardState Finance Law. 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 StateAuthority. During the term of the Contract, should the state agency Authority receive information that a person (as defined in State GENERAL PAGE 1Finance 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. Ethics Compliance 1 2. Definitions 1-2If 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 Authority 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.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. xxxx://xxx.xxx xx.xxx/xxxxx/xxxx/xxxx/XxxxxxXxxxxxxx.xxx 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 StateAgency. During the term of the Contract, should the state agency Agency receive information that a person (as defined in State GENERAL PAGE Finance Law §165-a) is in violation of the above-referenced certifications, the 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 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. The Agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contract and Subcontract Activity U.S. Department of Housing and Urban Development OMB Approval No.: 2535-0117 (exp. 1/31/2013) Public Reporting Burden for this collection of information is estimated to average .50 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This information is voluntary. HUD may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB Control Number. Executive Order 12421 dated July 14, 1983, directs the Minority Business Development Plans shall be developed by each Federal Agency and that these annual plans shall establish minority business development objectives. The information is used by HUD to monitor and evaluate MBE activities against the total program activity and the designated minority business enterprise (MBE) goals. The Department requires the information to provide guidance and oversight for programs for the development of minority business enterprise concerning Minority Business Development. If the information is not collected HUD would not be able to establish meaningful MBE goals nor evaluate MBE performance against these goals. While no assurances of confidentiality is pledged to respondents, HUD generally discloses this data only in response to a Freedom of Information request. 1. Ethics Compliance 1 Grantee/Project Owner/Developer/Sponsor/Builder/Agency Check if PHA □ IHA □ 2. Definitions 1Location (City, State, ZIP Code) 3a. Name of Contact Person 3b. Phone Number (Including Area Code) 4. Reporting Period □ Oct. 1 - Sept. 30 (Annual-2FY) 5. Program Code (Not applicable for CPD programs.) See explanation of codes at bottom of page. Use a separate sheet for each program code. 6. Date Submitted to Field Office Grant/Project Number or HUD Case Number or other identification of property, subdivision, dwelling unit, etc. 7a. Amount of Contract or Subcontract 7b. Type of Trade Code (See below) 7c. Contractor or Subcontractor Business Racial/Ethnic Code (See below) 7d. Woman Owned Business (Yes or No) 7e. Prime Contractor Identification (ID) Number 7f. Sec. 3 7g. Subcontractor Identification (ID) Number 7h. Sec. 3 7i. Contractor/Subcontractor Name and Address 7j. Name Street City State Zip Code 1 = New Construction 2 = Education/Training 3 = Other 1 = New Construction 6 = Professional 2 = Substantial Rehab. 7 = Tenant Services 3 = Repair 8 = Education/Training 4 = Service 9 = Arch./Engrg. Appraisal 5 = Project Mangt. 0 = Other 1 = White Americans 2 = Black Americans 3 = Native Americans 4 = Hispanic Americans 5 = Asian/Pacific Americans 6 = Hasidic Jews (Complete for Housing and Public and Indian Housing programs only) 1 = All insured, including Section 8 5 = Section 202 2 = Flexible Subsidy 6 = HUD-Held (Management) 3 = Xxxxxxx 0 Xxxxxxxxxx, Xxx-XXXX 0 = Public/Indian Housing 4 = Insured (Management 5 = Asian/Pacific Americans Previous editions are obsolete. form HUD-2516 (8/98)

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor Contract 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 GENERAL PAGE 1Finance 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. Ethics Compliance If the person fails to demonstrate that it has ceased its engagement in the investment activity The 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. All payments shall be in accordance with the Bid Form/budget contained in Appendix B for the applicable period. Payment under this Agreement is conditional upon the continued availability of funds. If 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). 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: BSC Accounts Payable Unit, X.X. Xxx 0000, Xxxxxx, Xxx Xxxx, 00000-0000, or via e-mail at xxxxxxxxxxxxxxx@xxx.xx.xxx. 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 within thirty (30) business days after the last day of each State Fair held during the term of this Agreement. 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 its sole discretion, modify or adjust the amount requested to reflect contract funds expended as of the date of the request. Subsequent to its review and approval of the payment request, the Department will transmit the request to the Comptroller for payment. Payment 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. Such electronic payment shall be made in accordance with ordinary State procedures and practices. The Contractor shall comply with the State Comptroller’s procedures to authorize electronic payments. Authorization forms are available at the State Comptroller’s website at xxx.xxx.xxxxx.xx.xx/xxxx/xxxxx.xxx, by email at xxxxxx@xxx.xxxxx.xx.xx, or by telephone at 000-000-0000. The 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, 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 2of each calendar year and ends on March 31 of the following calendar year. Definitions 1Funds for payments under this Agreement were appropriated to the Department during fiscal year 2018-22019. Payments made after fiscal year 2018-2019 or payment for work pursuant to this Agreement which is completed or continued by the Contractor after fiscal year 2018- 2019 is subject to appropriation of funds by the Legislature in each subsequent fiscal year.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE TERMS & CONDITIONS (as defined in State GENERAL CONT.) PAGE 1. Ethics Compliance 1 36. Title and Risk of Loss 8 2. Definitions 11 37. Re-2Weighing Product 9 BID SUBMISSION 3. International Bidding 4. Bid Opening 5. Bid Submission 6. Late Bids Rejected 7. Bid Contents 8. Extraneous Terms 9. Confidential/Trade Secret Materials 10. Prevailing Wage Rates - Public Works and Building Services Contracts 11. Taxes 12. Expenses Prior to Contract Execution 13. Advertising Results 14. Product References 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 16. Products Manufactured in Public Institutions 17. Pricing 18. Drawings 19. Site Inspection 20. Procurement Card 21. Samples BID EVALUATION 38. Product Substitution 9 2 39. Rejected Product 9 2 40. Installation 9 2 41. Repaired or Replaced Product/ 3 Components 9 3 42. Employees/Subcontractors/Agents 9 3 43. Assignment 9 3 44. Subcontractors and Suppliers 9 45. Performance/Bid Bond 9 4 46. Suspension of Work 10 4 47. Termination 10 4 48. Savings/Force Majeure 10 4 49. Contract Invoicing 11 5 50. Default - Authorized User 11 51. Prompt Payments 11 5 52. Remedies for Breach 12 53. Assignment of Claim 12 5 54. Toxic Substances 12 5 55. Independent Contractor 12 5 56. Security 12 6 57. Cooperation with Third Parties 12 6 58. Contract Term - Renewal 12 6 59. Warranties 12 60. Legal Compliance 14 61. Indemnification 14 62. Indemnification Relating to Third Party Rights 14 22. Bid Evaluation 6 63. Limitation of Liability 14 23. Tie Bids 7 64. Disputes 15 24. Quantity Changes Prior To Award 7 25. Timeframe for Offers 7 65. Software License Grant 16 26. Contract Creation/Execution 7 66. Product Acceptance 17 27. Participation in Centralized Contracts 7 67. Audit of Licensed Product Usage 18 28. Modification of Contract Terms 7 68. Ownership/Title to Project 29. Scope Changes 7 Deliverables 18 30. Estimated/Specific Quantity Contracts 8 69. Proof of License 19 31. Emergency Contracts 8 70. Product Version 19 32. Purchase Orders 8 71. Changes to Product or 33. Product Delivery 8 Service Offerings 19 34. Weekend and Holiday Deliveries 8 72. No Hardstop/Passive 35. Shipping/Receipt of Product 8 License Monitoring 19 73. Source Code Escrow for Licensed Product 19 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS June 2014

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offers’ pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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 §165-165- a) is in violation of the above- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on During 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 performance of this Contract will be required contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to certify that it is not on as 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 ("contractor") agrees as defined in State GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2follows:

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf a contract and appears on the prohibited Entities list after contract award. 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 APPENDIX B‌ GENERAL SPECIFICATIONS‌ APRIL 2016 TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-21 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

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. xxxx://xxx.xxx xx.xxx/xxxxx/xxxx/xxxx/XxxxxxXxxxxxxx.xxx 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 StateAgency. During the term of the Contract, should the state agency Agency receive information that a person (as defined in State GENERAL PAGE Finance Law §165-a) is in violation of the above-referenced certifications, the 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 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. The Agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contract and Subcontract Activity U.S. Department of Housing and Urban Development OMB Approval No.: 2535-0117 (exp. 1/31/2013) Public Reporting Burden for this collection of information is estimated to average .50 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This information is voluntary. HUD may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB Control Number. Executive Order 12421 dated July 14, 1983, directs the Minority Business Development Plans shall be developed by each Federal Agency and that these annual plans shall establish minority business development objectives. The information is used by HUD to monitor and evaluate MBE activities against the total program activity and the designated minority business enterprise (MBE) goals. The Department requires the information to provide guidance and oversight for programs for the development of minority business enterprise concerning Minority Business Development. If the information is not collected HUD would not be able to establish meaningful MBE goals nor evaluate MBE performance against these goals. While no assurances of confidentiality is pledged to respondents, HUD generally discloses this data only in response to a Freedom of Information request. 1. Ethics Compliance 1 Grantee/Project Owner/Developer/Sponsor/Builder/Agency Check if: PHA 🞏 IHA 🞏 2. Definitions 1Location (City, State, ZIP Code) 3a. Name of Contact Person 3b. Phone Number (Including Area Code) 4. Reporting Period 🞏 Oct. 1 - Sept. 30 (Annual-2FY) 5. Program Code (Not applicable for CPD programs.) See explanation of codes at bottom of page. Use a separate sheet for each program code. 6. Date Submitted to Field Office Grant/Project Number or HUD Case Number or other identification of property, subdivision, dwelling unit, etc. 7a. Amount of Contract or Subcontract 7b. Type of Trade Code (See below) 7c. Contractor or Subcontractor Business Racial/Ethnic Code (See below) 7d. Woman Owned Business (Yes or No) 7e. Prime Contractor Identification (ID) Number 7f. Sec. 3 7g. Subcontractor Identification (ID) Number 7h. Sec. 3 7i. Contractor/Subcontractor Name and Address 7j. Name Street City State Zip Code 1 = New Construction 2 = Education/Training 3 = Other 1 = New Construction 6 = Professional 2 = Substantial Rehab. 7 = Tenant Services 3 = Repair 8 = Education/Training 4 = Service 9 = Arch./Engrg. Appraisal 5 = Project Mangt. 0 = Other 1 = White Americans 2 = Black Americans 3 = Native Americans 4 = Hispanic Americans 5 = Asian/Pacific Americans 6 = Hasidic Jews (Complete for Housing and Public and Indian Housing programs only): 1 = All insured, including Section 8 5 = Section 202 2 = Flexible Subsidy 6 = HUD-Held (Management) 3 = Section 8 Noninsured, Non-HFDA 7 = Public/Indian Housing 4 = Insured (Management 5 = Asian/Pacific Americans Previous editions are obsolete. form HUD-2516 (8/98)

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §Section 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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 §Section 165-a) is in violation of the above- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities ListAttachment 1: FHWA Form 1273 Attachment 2 – Federal Prevailing Wage Rate Attachment 3 – Goals for Equal Employment Opportunity (EEO) Participation Attachment 4 – Goals for Disadvantaged/Minority/Women’s Business Enterprise (D/M/WBE) Participation Attachment 5 - Supplemental Title VI Provisions (Civil Rights Act) I. General II. 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 extendedNondiscrimination III. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2Nonsegregated Facilities

IRAN DIVESTMENT ACT. By entering into this AgreementCONTRACT, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined To Be Non- Responsive Bidders/Offerers Pursuant to be Non-Responsive Bidder/Offerer pursuant to the The New York State Iran Divestment Act of 2012” list (“Prohibited Entities List”) posted on the OGS website at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf and further certifies that it will not utilize on such 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 the CONTRACT will be required to certify that it is not on the Prohibited Entities List before OCFS may approve a request for Assignment of CONTRACT. During the term of the CONTRACT, should OCFS receive information that a person (as defined in State Finance Law §165-a) is in violation of the above- above-referenced certifications, the state agency OCFS 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 OCFS shall take such action as may be appropriate and provided for by law, rule, or contractCONTRACT, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency OCFS reserves the right to reject any bid, request for assignmentrenewal, renewal extension, or extension assignment for an entity that appears on the Prohibited Entities List prior to the awardrenewal, assignmentextension, renewal or extension assignment of a contractthe CONTRACT, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 appear 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2hereafter.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor Contract 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 GENERAL PAGE 1Finance 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. Ethics Compliance 1 2If the person fails to demonstrate that it has ceased its engagement in the investment activity The 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. Definitions 1All payments shall be in accordance with the budget contained in Appendix B for the applicable period. Payment under this Agreement is conditional upon the continued availability of funds. If 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). 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: BSC Accounts Payable Unit, X.X. Xxx 0000, Xxxxxx, Xxx Xxxx, 00000-20000, or via e-mail at xxxxxxxxxxxxxxx@xxx.xx.xxx. 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 within fifteen (15) business days after the end of each quarter. 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

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntiti es.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-21 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

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 11 BID SUBMISSION 3. International Bidding 2 4. Bid Opening 3 5. Late Bids Rejected 3 6. Extraneous Terms 3 7. Confidential/Trade Secret Materials 3 8. Prevailing Wage Rates - Public Works and Building Services Contracts 3 9. Taxes 4 10. Expenses Prior to Contract Execution 4 11. Advertising Results 4 12. Product References 4 13. Remanufactured, Recycled, Recyclable or Recovered Materials 4 14. Products Manufactured in Public Institutions 5 15. Pricing 5 16. Drawings 5 17. Site Inspection 5 18. Purchasing Card 6 19. Samples 6 BID EVALUATION 20. Bid Evaluation 6 21. Tie Bids 6 22. Quantity Changes Prior To Award 6 23. Timeframe for Offers 6 TERMS & CONDITIONS 24. Contract Creation/Execution 6 25. Official Use Only/No Personal Use 6 26. Participation in Centralized Contracts 6 27. Modification of Contract Terms 7 28. Scope Changes 7 29. Estimated/Specific Quantity Contracts 7 30. Emergency Contracts 7 31. Purchase Orders 7 32. Product Delivery 8 33. Weekend and Holiday Deliveries 8 34. Shipping/Receipt of Product 8 TERMS & CONDITIONS (CONT.) PAGE 35. Title and Risk of Loss 8 36. Re-2Weighing Product 8 37. Product Substitution 8 38. Rejected Product 8 39. Installation 8 40. Repaired or Replaced Products, Parts, or Components 9 41. Employees, Subcontractors and Agents 9 42. Assignment 9 43. Subcontractors and Suppliers 9 44. Performance/Bid Bond 9 45. Suspension of Work 9 46. Termination 9 47. Savings/Force Majeure 10 48. Contract Invoicing 10 49. Default - Authorized User 11 50. Prompt Payments 11 51. Remedies for Breach 11 52. Assignment of Claim 12 53. Toxic Substances 12 54. Independent Contractor 12 55. Security 12 56. Cooperation with Third Parties 12 57. Contract Term - Renewal 12 58. Warranties 12 59. Legal Compliance 13 60. Indemnification 13 61. Indemnification Relating to Infringement 13 62. Limitation of Liability 14 63. Dispute Resolution Procedures 14 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 64. Software License Grant 14 65. Product Acceptance 15 66. Audit of Licensed Product Usage 16 67. Ownership/Title to Project Deliverables 16 68. Proof of License 17 69. Product Version 17 70. Changes to Product or Service Offerings 17 71. No Hardstop/Passive License Monitoring 18 72. Source Code Escrow for Licensed Product 18

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list- entities-determined-be-non-responsive-biddersofferers-pursuant-nys-iran-divestment-act-2012 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor Contract 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 GENERAL PAGE 1Finance 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. Ethics Compliance If the person fails to demonstrate that it has ceased its engagement in the investment activity The 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. All payments shall be in accordance with the budget contained in Appendix B for the applicable period. Payment under this Agreement is conditional upon the continued availability of funds. If 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). 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: New York State Department of Agriculture and Markets c/o NYS OGS Business Service Center, 000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxx Xxxx, 00000, or via e-mail at xxxxxxxxxxxxxxx@xxx.xx.xxx. 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 within fifteen (15) business days after the end of each quarter. All Claims for Payment must be accompanied by a summary of services rendered. All obligations must be incurred prior to 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 its sole discretion, modify or adjust the amount requested to reflect contract funds expended as of the date of the request. Subsequent to its review and approval of the payment request, the Department will transmit the request to the Comptroller for payment. Payment 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. Such electronic payment shall be made in accordance with ordinary State procedures and practices. The Contractor shall comply with the State Comptroller’s procedures to authorize electronic payments. Authorization forms are available at the State Comptroller’s website at xxx.xxx.xxxxx.xx.xx/xxxx/xxxxx.xxx, by email at xxxxxx@xxx.xxxxx.xx.xx, or by telephone at 000-000-0000. The 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, 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 2of each calendar year and ends on March 31 of the following calendar year. Definitions 1Funds for payments under this Agreement were appropriated to the Department during fiscal year 2015-22016. Payments made after fiscal year 2015-2016 or payment for work pursuant to this Agreement which is completed or continued by the Contractor after fiscal year 2015- 2016 is subject to appropriation of funds by the Legislature in each subsequent fiscal year.

IRAN DIVESTMENT ACT. NYSERDA shall require the following term in its contracts with the CONSULTANT, or its subconsultant(s)/subcontractor(s) performing the Work under the various research and demonstration PONs, “the CONSULTANT or CONTRACTOR”); as follows: By entering into this AgreementContract, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-To Be Non- Responsive BidderBidders/Offerer pursuant Offerers Pursuant to the New York State Iran Divestment Act of 2012” : list (“Prohibited Entities List”) posted on the OGS website at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this such 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 the contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the StateNYSDOT may approve a request for Assignment of Contract. During the term of the Contract, should the state agency NYSDOT receive information that a person (as defined in State GENERAL PAGE 1Finance Law Section 165-a) is in violation of the above-referenced certifications, NYSDOT will review such information and offer the person an opportunity to respond. Ethics Compliance 1 2. Definitions 1-2If 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 NYSDOT shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, seeking compliance, recovering damages, or declaring the Contractor in default.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor Contract 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 GENERAL PAGE 1Finance 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. Ethics Compliance If the person fails to demonstrate that it has ceased its engagement in the investment activity The 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. All payments shall be in accordance with Appendix B “Budget/Bid Form” for the applicable period. Payment under this Agreement is conditional upon the continued availability of funds. If 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). 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, Floor 5, 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, or via e-mail at xxxxxxxxxxxxxxx@xxx.xx.xxx. 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 its sole discretion, modify or adjust the amount requested to reflect contract funds expended as of the date of the request. Subsequent to its review and approval of the payment request, the Department will transmit the request to the Comptroller for payment. Payment 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. Such electronic payment shall be made in accordance with ordinary State procedures and practices. The Contractor shall comply with the State Comptroller’s procedures to authorize electronic payments. Authorization forms are available at the State Comptroller’s website at xxx.xxx.xxxxx.xx.xx/xxxx/xxxxx.xxx, by email at xxxxxx@xxx.xxxxx.xx.xx, or by telephone at 000-000-0000. The 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, 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 2of each calendar year and ends on March 31 of the following calendar year. Definitions 1Funds for payments under this Agreement were appropriated to the Department during fiscal year 2019-22020. Payments made after fiscal year 2019-2020 or payment for work pursuant to this Agreement which is completed or continued by the Contractor after fiscal year 2019- 2020 is subject to appropriation of funds by the Legislature in each subsequent fiscal year.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list-entities-determined-be-non- responsive-biddersofferers-pursuant-nys-iran-divestment-act-2012 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor Contract 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 GENERAL PAGE 1Finance 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. Ethics Compliance If the person fails to demonstrate that it has ceased its engagement in the investment activity The 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. All payments shall be in accordance with the Bid Form/budget contained in Appendix B for the applicable period. Payment under this Agreement is conditional upon the continued availability of funds. If 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). 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: BSC Accounts Payable Unit, X.X. Xxx 0000, Xxxxxx, Xxx Xxxx, 00000-0000, or via e-mail at xxxxxxxxxxxxxxx@xxx.xx.xxx. 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 within thirty (30) business days after the last day of each State Fair held during the term of this Agreement. All Claims for Payment for Pre-Fair and Post Fair Services must be accompanied by a summary of services rendered, the names of the management team, and the number of hours expended by the management team for providing Pre-Fair and Post Fair services as outlined in Sections 2.2.1 A and 2.2.1 C of the IFB for this engagement. All Claims for Payment for Fair Services must be accompanied by a summary of services rendered and a sign-in sheet verifying each manager onsite during the Fair providing Fair services as outlined in Section 2.2.1 B of the IFB for this engagement. 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 its sole discretion, modify or adjust the amount requested to reflect contract funds expended as of the date of the request. Subsequent to its review and approval of the payment request, the Department will transmit the request to the Comptroller for payment. Payment 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. Such electronic payment shall be made in accordance with ordinary State procedures and practices. The Contractor shall comply with the State Comptroller’s procedures to authorize electronic payments. Authorization forms are available at the State Comptroller’s website at xxx.xxx.xxxxx.xx.xx/xxxx/xxxxx.xxx, by email at xxxxxx@xxx.xxxxx.xx.xx, or by telephone at 000-000-0000. The 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, 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 2of each calendar year and ends on March 31 of the following calendar year. Definitions 1Funds for payments under this Agreement were appropriated to the Department during fiscal year 2018-22019. Payments made after fiscal year 2018-2019 or payment for work pursuant to this Agreement which is completed or continued by the Contractor after fiscal year 2018- 2019 is subject to appropriation of funds by the Legislature in each subsequent fiscal year.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor Contract 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 GENERAL PAGE 1Finance 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. Ethics Compliance 1 2If the person fails to demonstrate that it has ceased its engagement in the investment activity The Order of Precedence for this Agreement is as follows: Payment shall be made to the Contractor under this Agreement upon the submission of an invoice in the format prescribed by the Department. Definitions 1-2Contractor shall invoice the Department for event booking service fees in accordance with the Budget annexed hereto as Appendix B “Bid Form/Cost Proposal.” Invoices for event booking service fees shall be submitted to the Department within five (5) business days of the Department’s receipt of full payment of the facility rental fees collected by the Department for each event booked by the Contractor. Payment for event booking service fees shall be made to the Contractor within fifteen (15) days receipt of the invoice. Invoices for reports shall be submitted to the Department pursuant to the following payment schedule: Pricing and Sponsorship Report Initial report is due 3 months after contract execution and updates shall be provided annually for the term of the contract Upon submission of each report Initial Report – 60% of flat fee will be paid within thirty (30) days receipt of the initial report and invoice Updates – 10% of flat fee will be paid within thirty (30) days receipt of each update. Market and Promotion Report Initial report is due 6 months after contract execution and updates shall be provided annually for the term of the contract Upon submission of each report Initial Report – 40% of flat fee will be paid within thirty (30) days receipt of the initial report and invoice Updates – 15% of flat fee will be paid within thirty (30) days receipt of each update. The Contractor shall submit all invoices to the following address: New York State Fair, a Division of the New York State Department of Agriculture and Markets, 000 Xxxxx Xxxx Xxxx., Xxxxxxxx, Xxx Xxxx 00000. Invoices 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.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerors pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 PROCUREMENT SERVICES GROUP GENERAL PAGE 1. Applicability 1 2. Governing Law 1 3. Ethics Compliance 1 24. Conflict of Terms 1 5. Definitions 1-23

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 StateAgency. During the term of the Contract, should the state agency Agency receive information that a person (as defined in State GENERAL PAGE Finance Law §165-a) is in violation of the above-referenced certifications, the 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 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. The Agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contract and Subcontract Activity U.S. Department of Housing and Urban Development OMB Approval No.: 2535-0117 (exp. 1/31/2013) Public Reporting Burden for this collection of information is estimated to average .50 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This information is voluntary. HUD may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB Control Number. Executive Order 12421 dated July 14, 1983, directs the Minority Business Development Plans shall be developed by each Federal Agency and that these annual plans shall establish minority business development objectives. The information is used by HUD to monitor and evaluate MBE activities against the total program activity and the designated minority business enterprise (MBE) goals. The Department requires the information to provide guidance and oversight for programs for the development of minority business enterprise concerning Minority Business Development. If the information is not collected HUD would not be able to establish meaningful MBE goals nor evaluate MBE performance against these goals. While no assurances of confidentiality is pledged to respondents, HUD generally discloses this data only in response to a Freedom of Information request. 1. Ethics Compliance 1 Grantee/Project Owner/Developer/Sponsor/Builder/Agency Check if: PHA □ IHA □ 2. Definitions 1Location (City, State, ZIP Code) 3a. Name of Contact Person 3b. Phone Number (Including Area Code) 4. Reporting Period □ Oct. 1 - Sept. 30 (Annual-2FY) 5. Program Code (Not applicable for CPD programs.) See explanation of codes at bottom of page. Use a separate sheet for each program code. 6. Date Submitted to Field Office Grant/Project Number or HUD Case Number or other identification of property, subdivision, dwelling unit, etc. 7a. Amount of Contract or Subcontract 7b. Type of Trade Code (See below) 7c. Contractor or Subcontractor Business Racial/Ethnic Code (See below) 7d. Woman Owned Business (Yes or No) 7e. Prime Contractor Identification (ID) Number 7f. Sec. 3 7g. Subcontractor Identification (ID) Number 7h. Sec. 3 7i. Contractor/Subcontractor Name and Address 7j. Name Street City State Zip Code 1 = New Construction 2 = Education/Training 3 = Other 1 = New Construction 6 = Professional 2 = Substantial Rehab. 7 = Tenant Services 3 = Repair 8 = Education/Training 4 = Service 9 = Arch./Engrg. Appraisal 5 = Project Mangt. 0 = Other 1 = White Americans 2 = Black Americans 3 = Native Americans 4 = Hispanic Americans 5 = Asian/Pacific Americans 6 = Hasidic Jews (Complete for Housing and Public and Indian Housing programs only): 1 = All insured, including Section 8 5 = Section 202 2 = Flexible Subsidy 6 = HUD-Held (Management) 3 = Section 8 Noninsured, Non-HFDA 7 = Public/Indian Housing 4 = Insured (Management 5 = Asian/Pacific Americans Previous editions are obsolete. form HUD-2516 (8/98)

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “"Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” " (“"Prohibited Entities List”") posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/iran-divestment-act-2012 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntit ies.pdf 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2January 2014

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-§ 165- a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list-entities-determined-be-non-responsive- biddersofferers-pursuant-nys-iran-divestment-act-2012 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreementcontract, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list-entities-determined -be-non-responsive-biddersofferers-pursuant- nys-iran-divestment-act-2012 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 SUNY receive information that a person (as defined in State Finance Law §165-a) is in violation of the above- above-referenced certifications, the state agency SUNY 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 SUNY 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. The state agency SUNY reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Non- Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor Contract 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 GENERAL PAGE 1Finance 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. Ethics Compliance 1 2If the person fails to demonstrate that it has ceased its engagement in the investment activity The Order of Precedence for this Agreement is as follows: Payment shall be made to the Contractor under this Agreement upon the submission of an invoice in the format prescribed by the Department. Definitions 1-2Contractor shall invoice the Department for entertainment booking service fees in accordance with the Budget annexed hereto as Appendix B “Bid Form/Cost Proposal.” Invoices for entertainment booking service fees shall be submitted to the Department upon confirmation of every five (5) entertainment acts booked. The Contractor shall submit all invoices to the following address: New York State Fair, a Division of the New York State Department of Agriculture and Markets, 000 Xxxxx Xxxx Xxxx., Xxxxxxxx, Xxx Xxxx 00000. Invoices 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.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive BidderBidders/Offerer Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/list- entities-determined-be- non-responsive-biddersofferers-pursuant-nys-iran-divestment- act-2012. 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- 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. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 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 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2.