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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS 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 SUBMISSIONSUBMISSION 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 SPECIFICATIONS 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. APPENDIX B III DIVERSITY FORMS APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1III DIVERSITY FORMS SECTION 1 : HUD Contract and Subcontract Activity U.S. Department of Housing and Urban Development OMB Approval No.: 2535-0117 (exp. Ethics Compliance 1 21/31/2013) 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. Definitions 1-2 BID SUBMISSIONThis 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. Privacy Act Notice - The United States Department of Housing and Urban Development, Federal Housing Administration, is authorized to solicit the information requested in this form by virtue of Xxxxx 00, Xxxxxx Xxxxxx Code, Section 1701 et seq., and regulations promulgated thereunder at Title 12, Code of Federal Regulations. It will not be disclosed or released outside the United States Department of Housing and Urban Development without your consent, except as required or permitted by law.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS 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 1-2 BID SUBMISSIONOGS 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONPAGE

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 SPECIFICATIONS 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. APPENDIX B III DIVERSITY FORMS APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1III DIVERSITY FORMS SECTION 1 : HUD Contract and Subcontract Activity U.S. Department of Housing and Urban Development OMB Approval No.: 2535-0117 (exp. Ethics Compliance 1 21/31/2013) 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. Definitions 1-2 BID SUBMISSIONThis 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. Privacy Act Notice - The United States Department of Housing and Urban Development, Federal Housing Administration, is authorized to solicit the information requested in this form by virtue of Xxxxx 00, Xxxxxx Xxxxxx Code, Section 1701 et seq., and regulations promulgated thereunder at Title 12, Code of Federal Regulations. It will not be disclosed or released outside the United States Department of Housing and Urban Development without your consent, except as required or permitted by law.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONTHE FOLLOWING PROVISIONS SHALL APPLY ONLY TO THOSE CONTRACTS TO WHICH A HOSPITAL OR OTHER HEALTH SERVICE FACILITY IS A PARTY

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 SPECIFICATIONS 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. APPENDIX B III DIVERSITY FORMS APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1III DIVERSITY FORMS SECTION 1 : HUD Contract and Subcontract Activity U.S. Department of Housing and Urban Development OMB Approval No.: 2535-0117 (exp. Ethics Compliance 1 21/31/2013) 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. Definitions 1-2 BID SUBMISSIONThis 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. Privacy Act Notice - The United States Department of Housing and Urban Development, Federal Housing Administration, is authorized to solicit the information requested in this form by virtue of Title 12, United States Code, Section 1701 et seq., and regulations promulgated thereunder at Title 12, Code of Federal Regulations. It will not be disclosed or released outside the United States Department of Housing and Urban Development without your consent, except as required or permitted by law.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 GENERAL SPECIFICATIONS APPENDIX B PROCUREMENT SERVICES GROUP APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B PLEASE RETAIN THIS DOCUMENT FOR FUTURE REFERENCE TABLE OF CONTENTS GENERAL PAGE 1. Applicability 1 2. Governing Law 1 3. Ethics Compliance 1 24. Conflict of Terms 1 5. Definitions 1-2 3 BID SUBMISSIONSUBMISSION 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/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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONPAGE

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 APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONSPECIFICATIONS

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 SPECIFICATIONS APPENDIX B PROCUREMENT SERVICES GROUP APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B PLEASE RETAIN THIS DOCUMENT FOR FUTURE REFERENCE TABLE OF CONTENTS GENERAL PAGE 1. Applicability 1 2. Governing Law 1 3. Ethics Compliance 1 24. Conflict of Terms 1 5. Definitions 1-2 3 BID SUBMISSIONSUBMISSION 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 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 For more information, go to NYSDOT's web site at xxxx://xxx.xxx.xx.xxx Or contact: Xxxxx Xxxxxx NYSDOT Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this ContractManagement Bureau 00 Xxxx Xxxx, 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 APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION0xx Xxxxx

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS 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 1-2 BID SUBMISSIONRIOC 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 §165-165- 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONTHE FOLLOWING PROVISIONS SHALL APPLY ONLY TO THOSE CONTRACTS TO WHICH A HOSPITAL OR OTHER HEALTH SERVICE FACILITY IS A PARTY

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONPAGE

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS 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 1-2 BID SUBMISSIONOGS 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 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 Appendix C CONTRACTOR REQUIREMENTS AND PROCEDURES FOR PARTICIPATION BY NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES AND EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND WOMEN I. New York State Law 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONOGS 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 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 SPECIFICATIONS 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. APPENDIX B III DIVERSITY FORMS APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1III DIVERSITY FORMS SECTION 1 : HUD Contract and Subcontract Activity U.S. Department of Housing and Urban Development OMB Approval No.: 2535-0117 (exp. Ethics Compliance 1 21/31/2013) 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. Definitions 1-2 BID SUBMISSIONThis 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. Privacy Act Notice - The United States Department of Housing and Urban Development, Federal Housing Administration, is authorized to solicit the information requested in this form by virtue of Title 12, United States Code, Section 1701 et seq., and regulations promulgated thereunder at Title 12, Code of Federal Regulations. It will not be disclosed or released outside the United States Department of Housing and Urban Development without your consent, except as required or permitted by law.

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 APPENDIX B GENERAL SPECIFICATIONS 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 1-2 3 BID SUBMISSIONSUBMISSION 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

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 Updated January 2014 APPENDIX A-1 SUPPLEMENTAL TITLE VI PROVISIONS (CIVIL RIGHTS ACT) 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONfollows:

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS 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 1-2 BID SUBMISSIONThe 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. SCHEDULE I Unit Prices Refer to Section 4.04 of the Agreement for additional information. Work or Material Description Amount in Words Amount in Figures SCHEDULE II Allowance(s) Refer to Section 4.05 of the Agreement for additional information. The amount(s) indicated below shall be included in the Total Bid amount and their total indicated on the Proposal in the space provided. Work or Material Description Amount in Words Amount in Figures SCHEDULE III Field Order Allowance Refer to Section 4.05A of the Agreement for additional information. The amount indicated below shall be included in the Total Bid amount and indicated on the Proposal in the space provided. ____________________________________ _____________________________ (in words) (in figures)

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 APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS 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 1-2 3 47. Shipping/Receipt of Product 10 48. Title and Risk of Loss 10 BID SUBMISSIONSUBMISSION 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- 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. January 30, 2014 AC 3239-A (Page 1 of 3) APPENDIX B NEW YORK STATE OFFICE OF THE STATE COMPTROLLER CONTRACTOR’S EEO STAFFING PLAN OF ANTICIPATED WORKFORCE INSTRUCTIONS: Contractor further certifies that it will not utilize on must complete and submit this Contract any subcontractor that is identified on form as part of the Prohibited Entities ListAgreement. Contractor agrees that should it seek Name: Federal Identification Number: Address: Contract Number: City, State, Zip Code: M/WBE Participation Goals Assigned: MBE % WBE % Does the Contractor have an existing EEO Policy? (Check one): Yes No (if Yes, attach current copy of EEO Policy Statement.) Is the Contractor ESD Certified: (Check one): Yes No (If Yes, provide ESD Certification Number and Expiration Date.) Check box if the information provided below reflects only the workforce to renew or extend this Contract, it must provide be utilized in the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee performance of this State Contract will that can be required separated out from the Contractor’s/Subcontractor’s total workforce. Check box if the information provided below reflects only the workforce to certify be utilized in the performance of this State Contract that it is cannot on be separated out from the Prohibited Entities List before Contractor’s/Subcontractor’s total workforce. Enter in the contract assignment will following Job Categories the total number of staff by race, sex, and ethnic status to be approved utilized by the StateContractor during the performance of this State Contract. During the term of the Contract, should the state agency receive information that a person JOB CATEGORIES (as defined in State GENERAL SPECIFICATIONS APPENDIX the Instructions attached) RACE/ETHNICITY OF ANTICIPATED WORKFORCE (Report employees in only one category as defined in the Instructions attached.) Hispanic or Latino (NOT HISPANIC OR LATINO) Total Columns A – N White Black or African- American Native Hawaiian or Other Pacific Islander Asian American Indian or Alaska Native Two or more races A B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE C D E F G H I J K L M N Male Female Male Female Male Female Male Female Male Female Male Female Male Female Executive/Senior Level Officials and Managers First/Mid-Level Officials and Managers Professionals Technicians Sales Workers Administrative Support Workers Craft Workers Operatives Laborers and Helpers Service Workers TOTAL: Prepared by (signature): Name of Preparer Title of Preparer Date Telephone Number Email Address AC 3239-A (Page 2 of 3) NEW YORK STATE OFFICE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2THE STATE COMPTROLLER CONTRACTOR’S EEO STAFFING PLAN OF ANTICIPATED WORKFORCE Location and Description of Work to be Performed (expand as necessary): AC 3239-A (Page 3 of 3) INSTRUCTIONS FOR COMPLETING CONTRACTOR’S EEO STAFFING PLAN OF ANTICIPATED WORKFORCE FORM RACE AND ETHNIC IDENTIFICATION* For the purpose of completing this form, OSC has adapted the race and ethnic designations used and obtained in accordance with the requirements administered by the Equal Employment Opportunity Commission, which do not denote scientific definitions of anthropological origins. Definitions 1of the race and ethnicity categories are as follows: Hispanic or Latino A person of Cuban, Mexican, Puerto Rican, South or Central American, or other Spanish culture or origin regardless of race. White A person having origins in any of the original peoples of Europe, the Middle East, or North Africa. Black or African- American A person having origins in any of the black racial groups of Africa. Native Hawaiian or Other Pacific Islander A person having origins in any of the peoples of Hawaii, Guam, Samoa, or other Pacific Islands. Asian A person having origins in any of the original peoples of the Far East, Southeast Asia, or the Indian Subcontinent, including, for example, Cambodia, China, India, Japan, Korea, Malaysia, Pakistan, the Philippine Islands, Thailand, and Vietnam. American Indian or Alaska Native A person having origins in any of the original peoples of North and South America (including Central America), and who maintain tribal affiliation or community attachment Two or More Races All persons who identify with more than one of the above five races. Submission of this form constitutes the Contractor’s acknowledgement and agreement to adhere to the compliance requirements and procedures set forth under this State Contract and OSC’s right to evaluate and determine Contractor/Subcontractor adherence or compliance during the term of said State Contract, pursuant to New York State Executive Law Article 15-2 BID SUBMISSIONA (the “Article”) and the implementing regulations set forth under 5 NYCRR. By submitting this form, the Contractor agrees (i) to provide OSC access to all documentation, records, reports, facilities, etc. which OSC may deem necessary to determine Contractor compliance, and (ii) to be bound by the provisions of §316 regarding possible fines, sanctions, and penalties for violations of the Article. Failure to submit complete and accurate information may result in non-compliance and bid/proposal disqualification. *The Equal Employment Opportunity Commission’s Description of Job Categories and Instructions for assigning employees can be viewed at xxx.xxxx.xxx/xxxxxxxxx/xxx0xxxxxx/0000xxxxxxxxxxxx.xxx. AC 3239-B (Page 1 of 3) NEW YORK STATE OFFICE OF THE STATE COMPTROLLER CONTRACTOR’S/SUBCONTRACTOR’S EEO WORKFORCE UTILIZATION REPORT

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS 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 1-2 BID SUBMISSIONThe 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. January 30, 2014 AC 3239-A (Page 1 of 3) APPENDIX B NEW YORK STATE OFFICE OF THE STATE COMPTROLLER CONTRACTOR’S EEO STAFFING PLAN OF ANTICIPATED WORKFORCE INSTRUCTIONS: Contractor further certifies that it will not utilize on must complete and submit 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 form as part of the Contract, should the state agency receive information that a person (as defined in State GENERAL SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONAgreement.

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 XXXXXXXX X‌ GENERAL SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B SPECIFICATIONS‌ TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 1 BID SUBMISSIONSUBMISSION 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 GENERAL

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 APPENDIX B GENERAL SPECIFICATIONS 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 1-2 3 BID SUBMISSIONSUBMISSION 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. 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B 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-2 BID SUBMISSIONWeighing 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 §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 Updated February 2014 SUPPLEMENTAL TITLE VI PROVISIONS (CIVIL RIGHTS ACT) 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONfollows:

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 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 APPENDIX D GENERAL SPECIFICATIONS APPENDIX CONDITIONS FOR AGREEMENTS NEW YORK STATE DEPARTMENT OF AGRICULTURE AND MARKETS These general conditions apply to the administrative aspects of the agreement and reflect New York State’s contract record keeping and payment procedures. These general conditions cannot be changed. ORDER OF PRECEDENCE The Order of Precedence for this Agreement is as follows: Appendix A Contract Language (Cover Page, Appendix D – Department’s General Conditions, Appendix E – Department’s Special Conditions) Entire Invitation for Bids (IFB) Vendor Proposal/Bid PAYMENT 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 APPENDIX 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 GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1of 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. Ethics Compliance 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. PAYMENT CONTINGENCY 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 2016-2 BID SUBMISSION2017. 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 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 XXXXXXXX X GENERAL SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 1 BID SUBMISSIONSUBMISSION 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 GENERAL

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 January 2014 INDEPENDENT CONTRACTOR SERVICE CLAIM FOR PAYMENT (Instructions: This Claim for Payment form is identified on to be submitted with the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this ContractContractor’s invoices) I. 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONLEAVE BLANK IF SSN) FAX NUMBER ( ) - DEPARTMENT NAME TO BE CHARGED DEPARTMENT NUMBER TO BE CHARGED

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE Finance 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. 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. SCHEDULES B, BC AND/OR BD SCOPE OF CONTENTS GENERAL PAGE 1WORK TO BE INSERTED – PROJECT SPECIFIC SCHEDULE “C” SUCF Project No. Ethics Compliance 1 2XXXXXX Contract No. Definitions 1T00XXXX The direct labor multipliers1 for this project are as follows: Construction Manager (CM Firm Name.) Pre-2 BID SUBMISSIONConstruction Phase (if applicable) - X.XX Construction Phase (if applicable) - X.XX Approved Subconsultants 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.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS 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 1-2 BID SUBMISSIONThe 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. SCHEDULE “B”

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 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 APPENDIX D GENERAL SPECIFICATIONS APPENDIX CONDITIONS FOR AGREEMENTS NEW YORK STATE DEPARTMENT OF AGRICULTURE AND MARKETS These general conditions apply to the administrative aspects of the agreement and reflect New York State’s contract record keeping and payment procedures. These general conditions cannot be changed. ORDER OF PRECEDENCE The Order of Precedence for this Agreement is as follows: Appendix A Contract Language (Cover Page, Appendix D – Department’s General Conditions, Appendix E – Department’s Special Conditions) Entire Request for Proposals (RFP) Contractor Proposal/Bid PAYMENT Payment shall be made to the Contractor under this Agreement upon the submission of an invoice in the format prescribed by the Department. Contractor shall invoice the Department for entertainment booking service fees in accordance with the Budget annexed hereto as Appendix B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1“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. Ethics Compliance 1 2The 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. Definitions 1-2 BID SUBMISSIONInvoices 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-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 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 APPENDIX D GENERAL SPECIFICATIONS APPENDIX CONDITIONS FOR AGREEMENTS NEW YORK STATE DEPARTMENT OF AGRICULTURE AND MARKETS These general conditions apply to the administrative aspects of the agreement and reflect New York State’s contract record keeping and payment procedures. These general conditions cannot be changed. ORDER OF PRECEDENCE The Order of Precedence for this Agreement is as follows: Appendix A Contract Language (Cover Page, Appendix D – Department’s General Conditions, Appendix E – Department’s Special Conditions, Appendix E-1-MWBE Requirements) Entire Invitation for Bids (IFB) Contractor Proposal/Bid PAYMENT 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 APPENDIX 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 GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX 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 TABLE OF CONTENTS GENERAL PAGE 1of 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. Ethics Compliance 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. PAYMENT CONTINGENCY 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 2018-2 BID SUBMISSION2019. 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 (as defined in State GENERAL SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE TERMS & CONDITIONS (CONT.) PAGE 1. Ethics Compliance 1 36. Title and Risk of Loss 8 2. Definitions 11 37. Re-Weighing Product 9 BID SUBMISSION 38. Product Substitution 9 2 BID SUBMISSION39. Rejected Product 9 3. International Bidding 2 40. Installation 9 4. Bid Opening 2 41. Repaired or Replaced Product/ 5. Bid Submission 3 Components 9 6. Late Bids Rejected 3 42. Employees/Subcontractors/Agents 9 7. Bid Contents 3 43. Assignment 9 8. Extraneous Terms

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/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 StateFund. During the term of the Contract, should the state agency Fund receive information that a person (as defined in State GENERAL SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS 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 1-2 BID SUBMISSIONThe 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. SCHEDULE I Unit Prices Refer to Section 4.04 of the Agreement for additional information. Work or Material Description Amount in Words Amount in Figures SCHEDULE II Allowance(s) Refer to Section 4.05 of the Agreement for additional information. The amount(s) indicated below shall be included in the Total Bid amount and their total indicated on the Proposal in the space provided. Work or Material Description Amount in Words Amount in Figures SCHEDULE III Field Order Allowance Refer to Section 4.05A of the Agreement for additional information. The amount indicated below shall be included in the Total Bid amount and indicated on the Proposal in the space provided.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 1 BID SUBMISSIONSUBMISSION 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 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 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 APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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” " STANDARD CLAUSES FOR NYS CONTRACTS APPENDIX A (“"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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS 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 1-2 BID SUBMISSIONOGS 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 Agreementsubmitting a proposal in response to the Solicitation and by assuming the responsibility of the Agreement awarded thereunder, Contractor (or any assignee) 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 an Agreement any subcontractor that is identified on the Prohibited Entities List. Additionally, Contractor is advised that should it seek to renew or extend an Agreement awarded in response to the Solicitation, it must provide the same certification at the time the Agreement is renewed or extended. During the term of the Agreement, should The New York State Department of Labor (“NYSDOL”) 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 NYSDOL 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 NYSDOL 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 WDC 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 Agreement, 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 hereafter. ********************** I, the contract assignment will be approved by the State. During the term undersigned, attest under penalty of perjury that I am an authorized representative of the Contract, should Contractor and that the state agency receive information that a person foregoing statements are true and accurate. Signature of Authorized Representative Printed Name Title Date NEW YORK CITY BUSINESS SOLUTIONS CUSTOMIZED TRAINING AGREEMENT (as defined in State GENERAL SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL CONTRACT NO. ) PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION47

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 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 APPENDIX D GENERAL SPECIFICATIONS APPENDIX CONDITIONS FOR AGREEMENTS NEW YORK STATE DEPARTMENT OF AGRICULTURE AND MARKETS These general conditions apply to the administrative aspects of the agreement and reflect New York State’s contract record keeping and payment procedures. These general conditions cannot be changed. ORDER OF PRECEDENCE The Order of Precedence for this Agreement is as follows: Appendix A Contract Language (Cover Page, Appendix D – Department’s General Conditions, Appendix E – Department’s Special Conditions, Appendix E-1-MWBE Requirements) Entire Invitation for Bids (IFB) Contractor Proposal/Bid PAYMENT 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 APPENDIX 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 GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1of 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. Ethics Compliance 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. PAYMENT CONTINGENCY 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 2018-2 BID SUBMISSION2019. 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 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 For more information, go to NYSDOT's web site at xxxx://xxx.xxx.xx.xxx Or contact: Xxxxx Xxxxxxxx NYSDOT Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this ContractManagement Bureau 00 Xxxx Xxxx, 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 Contract0xx Xxxxx Albany, should the state agency receive information that a person (as defined in State GENERAL SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1New York 12232-2 BID SUBMISSION0203

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 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 APPENDIX D GENERAL SPECIFICATIONS APPENDIX CONDITIONS FOR AGREEMENTS NEW YORK STATE DEPARTMENT OF AGRICULTURE AND MARKETS These general conditions apply to the administrative aspects of the agreement and reflect New York State’s contract record keeping and payment procedures. These general conditions cannot be changed. ORDER OF PRECEDENCE The Order of Precedence for this Agreement is as follows: Appendix A Contract Language (Cover Page, Appendix D – Department’s General Conditions, Appendix E – Department’s Special Conditions) Entire Request for Proposals (RFP) Contractor Proposal/Bid PAYMENT Payment shall be made to the Contractor under this Agreement upon the submission of an invoice in the format prescribed by the Department. Contractor shall invoice the Department for event booking service fees in accordance with the Budget annexed hereto as Appendix B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1“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. Ethics Compliance 1 2Payment for event booking service fees shall be made to the Contractor within fifteen (15) days receipt of the invoice. Definitions 1-2 BID SUBMISSIONInvoices for reports shall be submitted to the Department pursuant to the following payment schedule: Type of Report Report Due Date Invoice Due Date Payment Issued 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 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONfollows:

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 APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B SPECIFICATIONS‌ APRIL 2016 TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 1 BID SUBMISSIONSUBMISSION 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 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONhereafter.

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 xxxxx://xxx.xx.xxx/list-entities-determined-be-non-responsive-biddersofferers-pursuant-nys-iran- d ivestment-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 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 APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONB

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS 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 1-2 BID SUBMISSIONIf 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 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. 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 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) and further certifies that it will not utilize on such Contract any subcontractor that is identified on the Prohibited Entities List. Additionally, Bidder/Contractor is advised that should it seek to renew or extend a Contract awarded in response to the solicitation, it must provide the same certification at the time the Contract is renewed or extended. 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 prohibited entities list before OMH may approve a request for Assignment of Contract. During the term of the Contract, should OMH receive information that a person is in violation of the above- above-referenced certificationscertification, the state agency OMH 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 OMH 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 OMH 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 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 Updated February 2014 APPENDIX B FEDERAL REQUIREMENTS Attachment 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) APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE ATTACHMENT 1 FHWA Form 1273 FHWA-1273 -- Revised May 1, 2012 REQUIRED CONTRACT PROVISIONS FEDERAL-AID CONSTRUCTION CONTRACTS I. General II. Ethics Compliance 1 2Nondiscrimination III. Definitions 1-2 BID SUBMISSIONNonsegregated Facilities

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 Entities list after contract award. THIS PAGE IS LEFT INTENTIONALLY BLANK 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 APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONProhibited

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 GENERAL SPECIFICATIONS APPENDIX B PROCUREMENT SERVICES GROUP APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B PLEASE RETAIN THIS DOCUMENT FOR FUTURE REFERENCE TABLE OF CONTENTS GENERAL PAGE 1. Applicability 1 2. Governing Law 1 3. Ethics Compliance 1 24. Conflict of Terms 1 5. Definitions 1-2 3 BID SUBMISSION

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 SPECIFICATIONS APPENDIX B THIS PAGE IS LEFT INTENTIONALLY BLANK THIS PAGE IS INTENTIONALLY LEFT BLANK APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE TERMS & CONDITIONS (CONT.) PAGE 1. Ethics Compliance 1 2. Definitions 1-2 1 BID SUBMISSION

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 SPECIFICATIONS 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. APPENDIX B III DIVERSITY FORMS APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1III DIVERSITY FORMS SECTION 1 : HUD Contract and Subcontract Activity U.S. Department of Housing and Urban Development OMB Approval No.: 2535-0117 (exp. Ethics Compliance 1 21/31/2013) 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. Definitions 1-2 BID SUBMISSIONThis 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. No) 7e. 7f. 7g. 7h. 7i.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 SPECIFICATIONS 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 APPENDIX B – BID FORM APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS C – SCOPE OF WORK APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIOND – INSURANCE REQUIREMENTS APPENDIX E

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 xxxx://xxx.xxx xx.xxx/xxxxx/xxxx/xxxx/XxxxxxXxxxxxxx.xxx 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 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 Appendix B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE TECHNICAL SUPPORT SERVICES FOR THE SDC'S IBM PLATFORMS Rate Card for Technical Support Services Position Title Estimated Hours Fully Loaded Hourly Rate Total Bid Amount Application Architect Support Specialists 1 1,950 $79.27 $154,573.17 Application Architect Support Specialists 2 7,800 $91.46 $713,414.63 Application Architect Support Specialists 3 19,500 $105.56 $2,058,333.33 Application Architect Support Specialists 4 9,750 $193.33 $1,885,000.00 Computer Network Support Specialists 3 3,500 $91.25 $319,375.00 Computer Network Support Specialists 1 350 $45.12 $15,792.68 Computer Network Support Specialists 2 1,400 $65.85 $92,195.12 Computer Network Support Specialists 4 1,750 $124.36 $217,628.21 Consulting Support Specialists 1 125 $79.27 $9,908.54 Consulting Support Specialists 2 500 $91.46 $45,731.71 Consulting Support Specialists 3 1,250 $250.00 $312,500.00 Consulting Support Specialists 4 625 $291.04 $181,902.99 DC Technical Support Specialist 1 1,200 $39.02 $46,829.27 DC Technical Support Specialist 2 4,800 $51.22 $245,853.66 DC Technical Support Specialist 3 12,000 $76.25 $915,000.00 DC Technical Support Specialist 4 6,000 $100.00 $600,000.00 Equipment Operations Support Specialists 1 25 $26.83 $670.73 Equipment Operations Support Specialists 2 100 $36.59 $3,658.54 Equipment Operations Support Specialists 3 250 $81.25 $20,312.50 Equipment Operations Support Specialists 4 125 $125.64 $15,705.13 Project Management Support Specialists 1 750 $69.51 $52,134.15 Project Management Support Specialists 2 3,000 $79.27 $237,804.88 Project Management Support Specialists 3 7,500 $143.75 $1,078,125.00 Project Management Support Specialists 4 3,750 $187.18 $701,923.08 System Support Specialist 1 650 $58.54 $38,048.78 System Support Specialist 2 2,600 $89.02 $231,463.41 System Support Specialist 3 6,500 $148.65 $966,216.22 System Support Specialist 4 3,250 $178.08 $578,767.12 Technical Writing Support Specialist 100 $79.27 $7,926.83 Appendix C APPROVED ITS/IBM CONTRACT NO. C000463 TRANSACTION DOCUMENTS Transaction Document 1: Sample Letter Agreement Transaction Document 2: Sample Statement of Work Transaction Document 3: Sample Project Change Request Transaction Document 4: Sample Emergency Task Order XXXXXX X. XXXXX Governor XXXXXX X. XXXXXX Chief Information Officer , 20 Xx. Ethics Compliance 1 2Xxxx Xxxxxxxx IBM 00 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx Dear Xx. Definitions 1Xxxxxxxx: In accordance with the terms of Agreement No. C000463 between IBM and ITS we request that IBM provide the following Product or Service under Agreement No. C000463 to support the ITS data center operations: We request that IBM provide the listed on the attached for . This order will be fulfilled directly by IBM under C000463, and it is intended that IBM will ship the as soon as possible upon its receipt of this executed transaction document. The bottom line offer for this transaction is $ , . . In accepting this order, IBM certifies that the prices quoted are equal to or less than the pricing specified in the applicable Price List to Agreement #C000463 for the same or smaller quantity of the Product or Service which is the subject of the quote under the same or similar terms and conditions. The amount of this request is not to exceed $ , .00. It is understood and agreed that this Transaction Document is placed under the terms and conditions of the ITS/IBM Agreement No. C000463, including the extent to which it has been amended. It is further understood and agreed that, pursuant to Agreement, the provisions of that C000463 Agreement supersede any inconsistent provisions of this Transaction Document. Thank you for your attention to this matter. Sincerely, [signed by ITS authorized signatory with internal pre-2 BID SUBMISSIONapproval] P.O. Box 2062, Empire State Plaza, Albany, NY 12220 │ (000) 000-0000 │xxxxx://xxx.xx.xxx IBM Statement of Work for Prepared for New York State Office of Information Technology Services (ITS) Swan Street, Core 4 Albany, New York 12223 x/xx/20xx As provided in the IBM/ITS Data Center Services Contract No. C000463 (“Agreement”), and unless otherwise required by law or a court of competent jurisdiction to release this information, the information in this Statement of Work ("SOW") shall not be disclosed outside of ITS and shall not be duplicated, used or disclosed in whole or in part for any purpose other than to evaluate this proposal, provided that if a contract is awarded to IBM as a result of or in connection with the submission of this SOW, ITS shall have the right to duplicate, use or disclose the information within the Enterprise to the extent provided by the contract. This restriction does not limit the right of ITS to use the information contained in this SOW if it is obtained from another source without restriction. IBM 00 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx 00000

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 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS 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 1-2 3 47. Shipping/Receipt of Product 10 48. Title and Risk of Loss 10 BID SUBMISSIONSUBMISSION 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 32. Prompt Payment Discounts 8 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 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 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 SPECIFICATIONS 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 This page is intentionally left blank. APPENDIX B FEDERAL REQUIREMENTS Attachment 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) APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE ATTACHMENT 1 FHWA Form 1273 FHWA-1273 -- Revised May 1, 2012 REQUIRED CONTRACT PROVISIONS FEDERAL-AID CONSTRUCTION CONTRACTS I. General II. Ethics Compliance 1 2Nondiscrimination III. Definitions 1-2 BID SUBMISSIONNonsegregated Facilities

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/ListofEntities.p df 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONTHE FOLLOWING PROVISIONS SHALL APPLY ONLY TO THOSE CONTRACTS TO WHICH A HOSPITAL OR OTHER HEALTH SERVICE FACILITY IS A PARTY

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 SPECIFICATIONS APPENDIX B THIS PAGE IS LEFT INTENTIONALLY BLANK THIS PAGE IS INTENTIONALLY LEFT BLANK APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 11 BID SUBMISSION 3. International Bidding 2 4. Bid Opening 2 5. Bid Submission 3 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 4 11. Taxes 5 12. Expenses Prior to Contract Execution 5 13. Advertising Results 5 14. Product References 5 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 5 16. Products Manufactured in Public Institutions 5 17. Pricing 5 18. Drawings 6 19. Site Inspection 6 20. Procurement Card 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 9 37. Re-2 Weighing Product 9 38. Product Substitution 9 39. Rejected Product 9 40. Installation 9 41. Repaired or Replaced Product/ Components 10 42. Employees/Subcontractors/Agents 10 43. Assignment 10 44. Subcontractors and Suppliers 10 45. Performance/Bid Bond 10 46. Suspension of Work 10 47. Termination 10 48. Savings/Force Majeure 11 49. Contract Invoicing 12 50. Default - Authorized User 12 51. Prompt Payments 12 52. Remedies for Breach 13 53. Assignment of Claim 13 54. Toxic Substances 13 55. Independent Contractor 13 56. Security 13 57. Cooperation with Third Parties 13 58. Contract Term - Renewal 13 59. Warranties 13 21. Samples 6 BID SUBMISSIONEVALUATION 22. Bid Evaluation 7 23. Tie Bids 7 24. Quantity Changes Prior To Award 7 25. Timeframe for Offers 7 TERMS & CONDITIONS 26. Contract Creation/Execution 7 27. Participation in Centralized Contracts 7 28. Modification of Contract Terms 8 29. Scope Changes 8 30. Estimated/Specific Quantity Contracts 8 31. Emergency Contracts 8 32. Purchase Orders 8 33. Product Delivery 9 34. Weekend and Holiday Deliveries 9 35. Shipping/Receipt of Product 9 60. Legal Compliance 15 61. Indemnification 15 62. Indemnification Relating to Third Party Rights 15 63. Limitation of Liability 16 64. Disputes 16 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Software License Grant 17 66. Product Acceptance 18 67. Audit of Licensed Product Usage 19 68. Ownership/Title to Project Deliverables 19 69. Proof of License 20 70. Product Version 20 71. Changes to Product or Service Offerings 20 72. No Hardstop/Passive License Monitoring 21 73. Source Code Escrow for Licensed Product 21 GENERAL

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1NOTE: Some of the terms in this document have been modified for purposes of OGS Contract No. Ethics Compliance 1 2PS67984. Definitions 1-2 BID SUBMISSIONSee section 4.6 of the OGS Contract No. PS67984.

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS JUNE 2014 STANDARD CLAUSES FOR NYS CONTRACTS APPENDIX B A TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONPAGE

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 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 APPENDIX D GENERAL SPECIFICATIONS APPENDIX CONDITIONS FOR AGREEMENTS NEW YORK STATE DEPARTMENT OF AGRICULTURE AND MARKETS These general conditions apply to the administrative aspects of the agreement and reflect New York State’s contract record keeping and payment procedures. These general conditions cannot be changed. ORDER OF PRECEDENCE The Order of Precedence for this Agreement is as follows: Appendix A Contract Language (Cover Page, Appendix D – Department’s General Conditions, Appendix E – Department’s Special Conditions, Appendix E-1-MWBE Requirements) Appendix C - Entire Invitation for Bids (IFB) Appendix B APPENDIX – Budget/Bid Form PAYMENT 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 GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX “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 TABLE OF CONTENTS GENERAL PAGE 1of 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. Ethics Compliance 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. PAYMENT CONTINGENCY 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 2020-2 BID SUBMISSION2021. Payments made after fiscal year 2020-2021 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 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONJanuary 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 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 January 2014 intentionally left blank INDEPENDENT CONTRACTOR SERVICE CLAIM FOR PAYMENT (Instructions: This Claim for Payment form is identified on to be submitted with the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this ContractContractor’s invoices) I. 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONLEAVE BLANK IF SSN) FAX NUMBER ( ) - DEPARTMENT NAME TO BE CHARGED DEPARTMENT NUMBER TO BE CHARGED

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE Finance 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. 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. SCHEDULES B, BC AND/OR BD SCOPE OF CONTENTS GENERAL PAGE 1WORK TO BE INSERTED – PROJECT SPECIFIC SCHEDULE “C” SUCF Project No. Ethics Compliance XXXXXX Contract No. T00XXXX 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 Approved Subconsultants 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 1-2 BID SUBMISSIONSee Article 4 Paragraph 4.1 on page CM-3 of the Agreement.

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 APPENDIX B 22802 - Information Technology Umbrella 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 - Manufacturer Based (as defined in State Statewide) GENERAL SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B AUGUST 2017 TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONGENERAL

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 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 APPENDIX D GENERAL SPECIFICATIONS APPENDIX CONDITIONS FOR AGREEMENTS NEW YORK STATE DEPARTMENT OF AGRICULTURE AND MARKETS These general conditions apply to the administrative aspects of the agreement and reflect New York State’s contract record keeping and payment procedures. These general conditions cannot be changed. ORDER OF PRECEDENCE The Order of Precedence for this Agreement is as follows: Appendix A Contract Language (Cover Page, Appendix D – Department’s General Conditions, Appendix E – Department’s Special Conditions) Entire Invitation for Bids (IFB) Vendor Proposal/Bid PAYMENT 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 APPENDIX 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 GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1of 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. Ethics Compliance 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. PAYMENT CONTINGENCY 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 2015-2 BID SUBMISSION2016. 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. 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 §165-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 Updated February 2014 SUPPLEMENTAL TITLE VI PROVISIONS (CIVIL RIGHTS ACT) 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONfollows:

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSION.

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 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 APPENDIX D GENERAL SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE CONDITIONS FOR AGREEMENTS NEW YORK STATE DEPARTMENT OF CONTENTS GENERAL PAGE 1AGRICULTURE AND MARKETS These general conditions apply to the administrative aspects of the agreement and reflect New York State’s contract record keeping and payment procedures. Ethics Compliance 1 2These general conditions cannot be changed. Definitions 1-2 BID SUBMISSIONORDER OF PRECEDENCE The Order of Precedence for this Agreement is as follows: Appendix A Contract Language (Cover Page, Appendix D – Department’s General Conditions, Appendix E – Department’s Special Conditions) Entire Request for Proposals (RFP) Contractor Proposal/Bid

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 APPENDIX A-1 SUPPLEMENTAL TITLE VI PROVISIONS (CIVIL RIGHTS ACT) (To be included in all contracts) 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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 BID SUBMISSIONfollows:

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/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 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 APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 1 BID SUBMISSIONSUBMISSION 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 Monitoring16 64. Ownership/Title to Project Deliverables 16 65. Proof of License 17 66. Changes to Product or Service Offerings 17 GENERAL

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 SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS GENERAL SPECIFICATIONS APPENDIX B TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1-2 1 BID SUBMISSIONSUBMISSION 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 GENERAL