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 Bidders/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 limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding 2 4. Reserved 5. Reserved 6. Reserved 7. Bid Contents 2 8. Extraneous Terms 2 9. Confidential/Trade Secret Materials 3 10. Prevailing Wage Rates - Public Works and Building Services Contracts 3 11. Taxes 4 12. Expenses Prior to Contract Execution 4 13. Advertising Results 4 14. Product References 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Drawings 5 19. Site Inspection 5 20. Procurement Card 5 Reserved BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Reserved 25. Reserved TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 6 28. Modification of Contract Terms 6 29. Reserved 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 7 34. Weekend and Holiday Deliveries 7 35. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Reserved 38. Reserved 39. Rejected Product 7 40. Installation 7 41. Repaired or Replaced Product/ Components 8 42. Employees/Subcontractors/Agents 8 43. Assignment 8 44. Subcontractors and Suppliers 8 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 9 49. Contract Invoicing 10 50. Default - Authorized User 10 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 11 54. Toxic Substances 11 55. Independent Contractor 11 56. Security 11 57. Cooperation with Third Parties 11 58. Contract Term - Renewal 11 59. Warranties 11 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Infringement 13 63. Limitation of Liability for Lots 1 and 2 13 63A. Limitation of Liability for Xxx 0 00 00X. Xxxxxxxxxx of Liability for Xxx 0 00 00. Xxxxxxxx 00 00. Software License Grant 15 66. Product Acceptance 17 67. Audit of Licensed Product Usage 17 68. Ownership/Title to Project Deliverables 17 69. Proof of License 18 70. Product Version 19 71. Changes to Product or Service Offerings 19 72. No Hardstop/Passive License Monitoring 19 73. Source Code Escrow for Licensed Product 19

IRAN DIVESTMENT ACT. 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 Bidders/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 limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B‌ GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding 2 4. Reserved Bid Opening 2 5. Reserved Bid Submission 2 6. Reserved Late Bids Rejected 3 7. Bid Contents 2 3 8. Extraneous Terms 2 3 9. Confidential/Trade Secret Materials 3 10. Prevailing Wage Rates - Public Works and Building Services Contracts 3 11. Taxes 4 12. Expenses Prior to Contract Execution 4 13. Advertising Results 4 14. Product References 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 5 16. Products Manufactured in Public Institutions 4 5 17. Pricing 4 5 18. Drawings 5 19. Site Inspection 5 6 20. Procurement Card 5 Reserved 6 21. Samples 6 BID EVALUATION 22. Bid Evaluation 5 6 23. Tie Bids 5 6 24. Reserved Quantity Changes Prior To Award 6 25. Reserved Timeframe for Offers 7 TERMS & CONDITIONS 26. Contract Creation/Execution 5 7 27. Participation in Centralized Contracts 6 7 28. Modification of Contract Terms 6 7 29. Reserved Scope Changes 7 30. Estimated/Specific Quantity Contracts 6 7 31. Emergency Contracts 6 7 32. Purchase Orders 6 8 33. Product Delivery 7 8 34. Weekend and Holiday Deliveries 7 8 35. Shipping/Receipt of Product 7 8 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 8 37. Reserved Re-Weighing Product 8 38. Reserved Product Substitution 8 39. Rejected Product 7 9 40. Installation 7 9 41. Repaired or Replaced Product/ Components 8 9 42. Employees/Subcontractors/Agents 8 9 43. Assignment 8 9 44. Subcontractors and Suppliers 8 9 45. Performance/Bid Bond 8 9 46. Suspension of Work 8 9 47. Termination 8 10 48. Savings/Force Majeure 9 10 49. Contract Invoicing 10 11 50. Default - Authorized User 10 11 51. Prompt Payments 10 11 52. Remedies for Breach 10 11 53. Assignment of Claim 11 12 54. Toxic Substances 11 12 55. Independent Contractor 11 12 56. Security 11 12 57. Cooperation with Third Parties 11 12 58. Contract Term - Renewal 11 12 59. Warranties 11 12 60. Legal Compliance 12 13 61. Indemnification 12 13 62. Indemnification Relating to Infringement 13 Third Party Rights 14 63. Limitation of Liability for Lots 1 and 2 13 63A. Limitation of Liability for Xxx 0 00 00X. Xxxxxxxxxx of Liability for Xxx 0 00 0014 64. Xxxxxxxx 00 00Disputes 14 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Software License Grant 15 16 66. Product Acceptance 17 67. Audit of Licensed Product Usage 17 68. Ownership/Title to Project Deliverables 17 69. Proof of License 18 70. Product Version 19 18 71. Changes to Product or Service Offerings 19 72. No Hardstop/Passive License Monitoring 19 73. Source Code Escrow for Licensed Product 19

IRAN DIVESTMENT ACT. 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 Bidders/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 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 Finance Law §165-a) is in violation of the above-referenced certifications, the state agency 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 state agency Fund shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not GENERAL PAGE 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. 1. Ethics Compliance 1 Special Compensation Services and Fee (Article III, Section F): NA 2. Definitions 1 BID SUBMISSION Credit Adjustment (Article III, Section G): Contract No. NA Amount of Credit NA 3. International Bidding 2 ECA Multiplier Adjustment (Article III, Sections D): 4. Reserved Schedule for the Performance of Design Services: 5. Reserved 6. Reserved 7. Bid Contents 2 8. Extraneous Terms 2 9. Confidential/Trade Secret Materials 3 10. Prevailing Wage Rates - Public Works Additional Specific Services and Building Services Contracts 3 11. Taxes 4 12. Expenses Prior to Contract Execution 4 13. Advertising Results 4 14. Product References 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Drawings 5 19. Site Inspection 5 20. Procurement Card 5 Reserved BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Reserved 25. Reserved TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 6 28. Modification of Contract Terms 6 29. Reserved 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 7 34. Weekend and Holiday Deliveries 7 35. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Reserved 38. Reserved 39. Rejected Product 7 40. Installation 7 41. Repaired or Replaced Product/ Components 8 42. Employees/Subcontractors/Agents 8 43. Assignment 8 44. Subcontractors and Suppliers 8 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 9 49. Contract Invoicing 10 50. Default - Authorized User 10 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 11 54. Toxic Substances 11 55. Independent Contractor 11 56. Security 11 57. Cooperation with Third Parties 11 58. Contract Term - Renewal 11 59. Warranties 11 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Infringement 13 63. Limitation of Liability for Lots 1 and 2 13 63A. Limitation of Liability for Xxx 0 00 00X. Xxxxxxxxxx of Liability for Xxx 0 00 00. Xxxxxxxx 00 00. Software License Grant 15 66. Product Acceptance 17 67. Audit of Licensed Product Usage 17 68. Ownership/Title to Project Deliverables 17 69. Proof of License 18 70. Product Version 19 71. Changes to Product or Service Offerings 19 72. No Hardstop/Passive License Monitoring 19 73. Source Code Escrow for Licensed Product 19Fee: NA

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 Bidders/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 limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in defaultindefault. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not JUNE 2014 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding 2 4. Reserved Bid Opening 2 5. Reserved Bid Submission 2 6. Reserved Late Bids Rejected 3 7. Bid Contents 2 3 8. Extraneous Terms 2 3 9. Confidential/Trade Secret Materials 3 10. Prevailing Wage Rates - Public Works and Building Services Contracts 3 11. Taxes 4 12. Expenses Prior to Contract Execution 4 13. Advertising Results 4 14. Product References 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 5 16. Products Manufactured in Public Institutions 4 5 17. Pricing 4 5 18. Drawings 5 19. Site Inspection 5 6 20. Procurement Card 5 Reserved 6 21. Samples 6 BID EVALUATION 22. Bid Evaluation 5 6 23. Tie Bids 5 6 24. Reserved Quantity Changes Prior To Award 6 25. Reserved Timeframe for Offers 7 TERMS & CONDITIONS 26. Contract Creation/Execution 5 7 27. Participation in Centralized Contracts 6 7 28. Modification of Contract Terms 6 7 29. Reserved Scope Changes 7 30. Estimated/Specific Quantity Contracts 6 7 31. Emergency Contracts 6 7 32. Purchase Orders 6 8 33. Product Delivery 7 8 34. Weekend and Holiday Deliveries 7 8 35. Shipping/Receipt of Product 7 8 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 8 37. Reserved Re-Weighing Product 8 38. Reserved Product Substitution 8 39. Rejected Product 7 9 40. Installation 7 9 41. Repaired or Replaced Product/ Components 8 9 42. Employees/Subcontractors/Agents 8 9 43. Assignment 8 9 44. Subcontractors and Suppliers 8 9 45. Performance/Bid Bond 8 9 46. Suspension of Work 8 9 47. Termination 8 10 48. Savings/Force Majeure 9 10 49. Contract Invoicing 10 11 50. Default - Authorized User 10 11 51. Prompt Payments 10 11 52. Remedies for Breach 10 11 53. Assignment of Claim 11 12 54. Toxic Substances 11 12 55. Independent Contractor 11 12 56. Security 11 12 57. Cooperation with Third Parties 11 12 58. Contract Term - Renewal 11 12 59. Warranties 11 12 60. Legal Compliance 12 13 61. Indemnification 12 13 62. Indemnification Relating to Infringement 13 Third Party Rights 14 63. Limitation of Liability for Lots 1 and 2 13 63A. Limitation of Liability for Xxx 0 00 00X. Xxxxxxxxxx of Liability for Xxx 0 00 0014 64. Xxxxxxxx 00 00Disputes 14 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Software License Grant 15 16 66. Product Acceptance 17 67. Audit of Licensed Product Usage 17 68. Ownership/Title to Project Deliverables 17 69. Proof of License 18 70. Product Version 19 18 71. Changes to Product or Service Offerings 19 72. No Hardstop/Passive License Monitoring 19 73. Source Code Escrow for Licensed Product 19

IRAN DIVESTMENT ACT. 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 Bidders/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 limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding 2 4. Reserved 5. Reserved 6. Reserved 7. Bid Contents 2 8. Extraneous Terms 2 9. Confidential/Trade Secret Materials 3 10. Prevailing Wage Rates - Public Works and Building Services Contracts 3 11. Taxes 4 12. Expenses Prior to Contract Execution 4 13. Advertising Results 4 14. Product References 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Drawings 5 19. Site Inspection 5 20. Procurement Card 5 Reserved BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Reserved 25. Reserved TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 6 28. Modification of Contract Terms 6 29. Reserved 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 7 34. Weekend and Holiday Deliveries 7 35. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 361. Ethics Compliance 1 34. Title and Risk of Loss for Products Other than 2. Definitions 1 Technology Products 7 37BID SUBMISSION 35. Reserved 38. Reserved 39Product Substitution 8 36. Rejected Product 7 408 3. International Bidding 3 37. Installation 7 418 4. Bid Opening 3 38. Repaired or Replaced Product/ Products, Parts, or 5. Late Bids 3 Components 8 426. Confidential/Trade Secret Materials 3 39. Employees/Subcontractors/, Subcontractors and Agents 8 437. Prevailing Wage Rates - Public Works 40. Assignment 8 44and Building Services Contracts 3 41. Subcontractors and Suppliers 8 458. Performance/Bid Bond 8 46Taxes 4 42. Suspension of Work 8 479. Expenses Prior to Contract Execution 4 43. Termination 8 489 10. Product References 4 44. Savings/Force Majeure 9 4911. Remanufactured, Recycled, Recyclable, 45. Contract Invoicing 10 50or Recovered Materials 4 46. Default - Authorized User 10 5112. Products Manufactured in Public 47. Prompt Payments 10 52Institutions 4 48. Remedies for Breach 10 5313. Pricing 4 49. Assignment of Claim 11 5414. Site Inspection 5 50. Toxic Substances 11 5515. Purchasing Card 5 51. Independent Contractor 11 5652. Security 11 57BID EVALUATION 53. 54. Cooperation with Third Parties 11 58. Contract Term - Renewal 11 59. Warranties 11 6011 16. Bid Evaluation 5 55. Legal Compliance 12 6117. Tie Bids 5 56. Indemnification 12 6218. Quantity Changes Prior to Award 5 57. Indemnification Relating to Infringement 13 6319. Timeframe for Offers 5 58. Limitation of Liability for Lots 1 and 2 13 63A. Limitation of Liability for Xxx 0 00 00X. Xxxxxxxxxx of Liability for Xxx 0 00 0020. Xxxxxxxx 00 00Debriefings 5 59. Software License Grant 15 66. Product Acceptance 17 67. Audit of Licensed Product Usage 17 68. Ownership/Title to Project Deliverables 17 69. Proof of License 18 70. Product Version 19 71. Changes to Product or Service Offerings 19 72. No Hardstop/Passive License Monitoring 19 73. Source Code Escrow for Licensed Product 19Dispute Resolution Procedures 13

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 Bidders/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 limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not GENERAL PAGE PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding 2 4. Reserved 5. Reserved 6. Reserved 7. Bid Contents 2 8. Extraneous Terms 2 9. Confidential/Trade Secret Materials 3 10. Prevailing Wage Rates - Public Works and Building Services Contracts 3 11. Taxes 4 12. Expenses Prior to Contract Execution 4 13. Advertising Results 4 14. Product References 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Drawings 5 19. Site Inspection 5 20. Procurement Card 5 Reserved BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Reserved 25. Reserved TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 6 28. Modification of Contract Terms 6 29. Reserved 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 7 34. Weekend and Holiday Deliveries 7 35. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Reserved 38. Reserved 39. Rejected Product 7 40. Installation 7 41. Repaired or Replaced Product/ Components 8 42. Employees/Subcontractors/Agents 8 43. Assignment 8 44. Subcontractors and Suppliers 8 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 9 49. Contract Invoicing 10 50. Default - Authorized User 10 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 11 54. Toxic Substances 11 55. Independent Contractor 11 56. Security 11 57. Cooperation with Third Parties 11 58. Contract Term - Renewal 11 59. Warranties 11 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Infringement 13 63. Limitation of Liability for Lots 1 and 2 13 63A. Limitation of Liability for Xxx 0 00 00X. Xxxxxxxxxx of Liability for Xxx 0 00 00. Xxxxxxxx 00 00. Software License Grant 15 66. Product Acceptance 17 67. Audit of Licensed Product Usage 17 68. Ownership/Title to Project Deliverables 17 69. Proof of License 18 70. Product Version 19 71. Changes to Product or Service Offerings 19 72. No Hardstop/Passive License Monitoring 19 73. Source Code Escrow for Licensed Product 191

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 Bidders/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 limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding 2 3 4. Reserved Bid Opening 3 5. Reserved Late Bids 3 6. Reserved 7. Bid Contents 2 8. Extraneous Terms 2 9. Confidential/Trade Secret Materials 3 107. Prevailing Wage Rates - Public Works and Building Services Contracts 3 118. Taxes 4 129. Expenses Prior to Contract Execution 4 13. Advertising Results 4 1410. Product References 4 1511. Remanufactured, Recycled, Recyclable Or Recyclable, or Recovered Materials 4 1612. Products Manufactured in Public Institutions 4 1713. Pricing 4 18. Drawings 5 1914. Site Inspection 5 2015. Procurement Purchasing Card 5 Reserved BID EVALUATION 2216. Bid Evaluation 5 2317. Tie Bids 5 2418. Reserved 25Quantity Changes Prior to Award 5 19. Reserved Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 2622. Contract Creation/Execution 5 276 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 6 2826. Modification of Contract Terms 6 2927. Reserved 30Scope Changes 6 28. Estimated/Specific Quantity Contracts 6 3129. Emergency Contracts 6 3230. Purchase Orders 6 337 31. Product Delivery 7 3432. Weekend and Holiday Deliveries 7 3533. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 3634. Title and Risk of Loss for Products Other than Technology Products 7 3735. Reserved 38. Reserved 39Product Substitution 8 36. Rejected Product 7 408 37. Installation 7 418 38. Repaired or Replaced Product/ Products, Parts, or Components 8 4239. Employees/Subcontractors/, Subcontractors and Agents 8 4340. Assignment 8 4441. Subcontractors and Suppliers 8 45. Performance/Bid Bond 8 4642. Suspension of Work 8 4743. Termination 8 489 44. Savings/Force Majeure 9 4945. Contract Invoicing 10 5046. Default - Authorized User 10 5147. Prompt Payments 10 5248. Remedies for Breach 10 5349. Assignment of Claim 11 5450. Toxic Substances 11 5551. Independent Contractor 11 5652. Security 11 5753. Cooperation with Third Parties 11 58. Contract Term - Renewal 11 5954. Warranties 11 6055. Legal Compliance 12 6156. Indemnification 12 6257. Indemnification Relating to Infringement 13 6358. 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 Lots 1 the processing, and 2 13 63A. Limitation distribution, or storage, or storage of Liability for Xxx 0 00 00X. Xxxxxxxxxx of Liability for Xxx 0 00 00data, the following clauses shall govern, as applicable. Xxxxxxxx 00 0060. Software License Grant 15 6614 61. Product Acceptance 17 6715 62. Audit of Licensed Product Usage 17 6816 63. No Hardstop or Passive License Monitoring 16 64. Ownership/Title to Project Deliverables 17 6916 65. Proof of License 18 70. Product Version 19 7117 66. Changes to Product or Service Offerings 19 72. No Hardstop/Passive License Monitoring 19 73. Source Code Escrow for Licensed Product 1917 APRIL 2016

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/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 limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not JULY 2014 GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding Intentionally Omitted 2 4. Reserved Intentionally Omitted 2 5. Reserved Intentionally Omitted 2 6. Reserved Late Bids Rejected 2 7. Bid Contents 2 3 8. Extraneous Terms 2 3 9. Confidential/Trade Secret Materials 3 10. Prevailing Wage Rates - Public Works and Building Services Contracts Intentionally Omitted 3 11. Taxes 4 3 12. Expenses Prior to Contract Execution 4 3 13. Advertising Results 4 3 14. Product References 4 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Drawings 5 Intentionally Omitted 4 19. Site Inspection 5 Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 Reserved BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Reserved Quantity Changes Prior To Award 5 25. Reserved Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 6 5 28. Modification of Contract Terms 6 5 29. Reserved Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 7 6 34. Weekend and Holiday Deliveries 7 6 35. Shipping/Receipt of Product 7 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Reserved Re-Weighing Product 7 38. Reserved Product Substitution 7 39. Rejected Product 7 40. Installation Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 8 7 42. Employees/Subcontractors/Agents 8 7 43. Assignment 8 7 44. Subcontractors and Suppliers 8 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 9 8 49. Contract Invoicing 10 9 50. Default - Authorized User 10 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 11 10 54. Toxic Substances 11 10 55. Independent Contractor 11 10 56. Security 11 10 57. Cooperation with Third Parties 11 10 58. Contract Term - Renewal 11 10 59. Warranties 11 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Infringement 13 Third Party Rights 12 63. Limitation of Liability for Lots 1 and 2 12 64. Intentionally Omitted 13 63A. Limitation of Liability for Xxx 0 00 00X. Xxxxxxxxxx of Liability for Xxx 0 00 00THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Xxxxxxxx 00 00. Software License Grant 15 Intentionally Omitted 13 66. Product Acceptance 17 Intentionally Omitted 13 67. Audit of Licensed Product Usage 17 Intentionally Omitted 13 68. Ownership/Title to Project Deliverables 17 Intentionally Omitted 13 69. Proof of License 18 Intentionally Omitted 13 70. Product Version 19 Intentionally Omitted 13 71. Changes to Product or Service Offerings 19 Intentionally Omitted 13 72. No Hardstop/Passive License Monitoring 19 Intentionally Omitted 13 73. Source Code Escrow for Licensed Product 19Intentionally Omitted 13

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 Bidders/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 limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not GENERAL PAGE 1There is a substantial body of requirements attached to the use of Federal highway or transportation aid. Ethics Compliance 1 2These requirements create or overlay processes, procedures, documentation requirements, authorizations, approvals and certifications that may be substantially greater or different from those that are not funded with Federal-aid and proceed under applicable State and local laws, customs and practices. Definitions 1 BID SUBMISSION 3Under Title 23 of the United States Code, the New York State Department of Transportation (NYSDOT) is responsible for the administration of transportation projects in New York State to which NYSDOT provides Federal highway or transportation-related aid. International Bidding 2 4Through this Agreement, which provides or is associated with such funding, NYSDOT delegates various elements of project and funding administration as described elsewhere in this Agreement. Reserved 5In undertaking a Federally aided project, the Municipality/Sponsor, Authority or Project Manager designated under this Agreement with Federal-aid funding or project administration agrees to proceed in compliance with all the applicable Federal-aid requirements. Reserved 6NYSDOT, in cooperation with FHWA, has assembled the body of Federal-aid requirements, procedures and practices in its AProcedures for Locally Administered Federal-Aid Projects@ (available through NYSDOT=s web site at: xxx.xxx.xx.xxx/xxxxxx). Reserved 7In addition, the Municipality/Sponsor, Authority or Project Manager designated under this Agreement for Federal-aid funding or project administration that enters into Federally aided project construction contracts is required to physically incorporate into all its Federally aided construction contracts and subcontracts there under the provisions that are contained in Form FHWA-1273 (available from NYSDOT or electronically at: xxx.xxxx.xxx.xxx/xxxxxxxxxxxx/xxxxxxxxx/0000.xxx). Bid Contents 2 8. Extraneous Terms 2 9. ConfidentialIn addition to the referenced requirements, the attention of Municipality/Trade Secret Materials 3 10. Prevailing Wage Rates - Public Works Sponsor hereunder is directed to the following requirements and Building Services Contracts 3 11. Taxes 4 12. Expenses Prior to Contract Execution 4 13. Advertising Results 4 14. Product References 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Drawings 5 19. Site Inspection 5 20. Procurement Card 5 Reserved BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Reserved 25. Reserved TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 6 28. Modification of Contract Terms 6 29. Reserved 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 7 34. Weekend and Holiday Deliveries 7 35. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Reserved 38. Reserved 39. Rejected Product 7 40. Installation 7 41. Repaired or Replaced Product/ Components 8 42. Employees/Subcontractors/Agents 8 43. Assignment 8 44. Subcontractors and Suppliers 8 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 9 49. Contract Invoicing 10 50. Default - Authorized User 10 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 11 54. Toxic Substances 11 55. Independent Contractor 11 56. Security 11 57. Cooperation with Third Parties 11 58. Contract Term - Renewal 11 59. Warranties 11 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Infringement 13 63. Limitation of Liability for Lots 1 and 2 13 63A. Limitation of Liability for Xxx 0 00 00X. Xxxxxxxxxx of Liability for Xxx 0 00 00. Xxxxxxxx 00 00. Software License Grant 15 66. Product Acceptance 17 67. Audit of Licensed Product Usage 17 68. Ownership/Title to Project Deliverables 17 69. Proof of License 18 70. Product Version 19 71. Changes to Product or Service Offerings 19 72. No Hardstop/Passive License Monitoring 19 73. Source Code Escrow for Licensed Product 19information:

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 Bidders/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 limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding 2 4. Reserved 5. Reserved 6. Reserved 7. Bid Contents 2 8. Extraneous Terms 2 9. Confidential/Trade Secret Materials 3 10. Prevailing Wage Rates - Public Works and Building Services Contracts 3 11. Taxes 4 12. Expenses Prior to Contract Execution 4 13. Advertising Results 4 14. Product References 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Drawings 5 19. Site Inspection 5 20. Procurement Card 5 Reserved BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Reserved 25. Reserved TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 6 28. Modification of Contract Terms 6 29. Reserved 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 7 34. Weekend and Holiday Deliveries 7 35. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Reserved 38. Reserved 39. Rejected Product 7 40. Installation 7 41. Repaired or Replaced Product/ Components 8 42. Employees/Subcontractors/Agents 8 43. Assignment 8 44. Subcontractors and Suppliers 8 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 9 49. Contract Invoicing 10 50. Default - Authorized User 10 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 11 54. Toxic Substances 11 55. Independent Contractor 11 56. Security 11 57. Cooperation with Third Parties 11 58. Contract Term - Renewal 11 59. Warranties 11 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Infringement 13 63. Limitation of Liability for Lots 1 and 2 13 63A. Limitation of Liability for Xxx 0 00 00X. Xxxxxxxxxx of Liability for Xxx 0 00 00. Xxxxxxxx 00 00. Software License Grant 15 66. Product Acceptance 17 67. Audit of Licensed Product Usage 17 68. Ownership/Title to Project Deliverables 17 69. Proof of License 18 70. Product Version 19 71. Changes to Product or Service Offerings 19 72. No Hardstop/Passive License Monitoring 19 73. Source Code Escrow for Licensed Product 19not

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 Bidders/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 limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 1-2 BID SUBMISSION 3. International Bidding 2 4. Reserved Bid Opening 2 5. Reserved Bid Submission 2 6. Reserved Late Bids Rejected 2 7. Bid Contents 2 2-3 8. Extraneous Terms 2 3 9. Confidential/Trade Secret Materials 3 10. Prevailing Wage Rates - Public Works and Building Services Contracts 3 4 11. Taxes 4 12. Expenses Prior to Contract Execution 4 13. Advertising Results 4 14. Product References 4 5 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 5 16. Products Manufactured in Public Institutions 4 5 17. Pricing 4 5 18. Drawings 5 19. Site Inspection 5 20. Procurement Card 5 Reserved 21. Samples 5-6 BID EVALUATION 22. Bid Evaluation 5 6 23. Tie Bids 5 7 24. Reserved Quantity Changes Prior To Award 7 25. Reserved Timeframe for Offers 7 TERMS & CONDITIONS 26. Contract Creation/Execution 5 7 27. Participation in Centralized Contracts 6 6-7 28. Modification of Contract Terms 6 7 29. Reserved Scope Changes 7 30. Estimated/Specific Quantity Contracts 6 8 31. Emergency Contracts 6 8 32. Purchase Orders 6 8 33. Product Delivery 7 8 34. Weekend and Holiday Deliveries 7 8 35. Shipping/Receipt of Product 7 8 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 8 37. Reserved Re-Weighing Product 9 38. Reserved Product Substitution 9 39. Rejected Product 7 9 40. Installation 7 9 41. Repaired or Replaced Product/ Components 8 8-9 42. Employees/Subcontractors/Agents 8 9 43. Assignment 8 9 44. Subcontractors and Suppliers 8 9 45. Performance/Bid Bond 8 9 46. Suspension of Work 8 10 47. Termination 8 10 48. Savings/Force Majeure 9 10 49. Contract Invoicing 10 11 50. Default - Authorized User 10 11 51. Prompt Payments 10 11 52. Remedies for Breach 10 12 53. Assignment of Claim 11 12 54. Toxic Substances 11 12 55. Independent Contractor 11 12 56. Security 11 12 57. Cooperation with Third Parties 11 12 58. Contract Term - Renewal 11 12 59. Warranties 11 12-13 60. Legal Compliance 12 14 61. Indemnification 12 14 62. Indemnification Relating to Infringement 13 Third Party Rights 13-14 63. Limitation of Liability for Lots 1 and 2 13 63A. Limitation of Liability for Xxx 0 00 00X. Xxxxxxxxxx of Liability for Xxx 0 00 0014 64. Xxxxxxxx 00 00Disputes 15 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Software License Grant 15 16 66. Product Acceptance 17 67. Audit of Licensed Product Usage 17 18 68. Ownership/Title to Project Deliverables 17 18 69. Proof of License 18 70. Product 19 70.Product Version 19 71. Changes to Product or Service Offerings 19 72. No Hardstop/Passive License Monitoring 19 73. Source Code Escrow for Licensed Product 19

IRAN DIVESTMENT ACT. 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 Bidders/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 limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not GENERAL PAGE PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. International Bidding 2 4. Reserved 5. Reserved 6. Reserved 7. Bid Contents 2 8. Extraneous Terms 2 9. Confidential/Trade Secret Materials 3 10. Prevailing Wage Rates - Public Works and Building Services Contracts 3 11. Taxes 4 12. Expenses Prior to Contract Execution 4 13. Advertising Results 4 14. Product References 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Drawings 5 19. Site Inspection 5 20. Procurement Card 5 Reserved BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Reserved 25. Reserved TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 6 28. Modification of Contract Terms 6 29. Reserved 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 7 34. Weekend and Holiday Deliveries 7 35. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Reserved 38. Reserved 39. Rejected Product 7 40. Installation 7 41. Repaired or Replaced Product/ Components 8 42. Employees/Subcontractors/Agents 8 43. Assignment 8 44. Subcontractors and Suppliers 8 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 9 49. Contract Invoicing 10 50. Default - Authorized User 10 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 11 54. Toxic Substances 11 55. Independent Contractor 11 56. Security 11 57. Cooperation with Third Parties 11 58. Contract Term - Renewal 11 59. Warranties 11 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Infringement 13 63. Limitation of Liability for Lots 1 and 2 13 63A. Limitation of Liability for Xxx 0 00 00X. Xxxxxxxxxx of Liability for Xxx 0 00 00. Xxxxxxxx 00 00. Software License Grant 15 66. Product Acceptance 17 67. Audit of Licensed Product Usage 17 68. Ownership/Title to Project Deliverables 17 69. Proof of License 18 70. Product Version 19 71. Changes to Product or Service Offerings 19 72. No Hardstop/Passive License Monitoring 19 73. Source Code Escrow for Licensed Product 191-2

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/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 limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not GENERAL PAGE 1By signing this form, the insurance carrier identified in Box 3 on this form is certifying that it is insuring the business referenced in box "1a" for disability and/or paid family leave benefits under the New York State Disability and Paid Family Leave Benefits Law. Ethics Compliance 1 The Insurance Carrier or its licensed agent will send this Certificate of Insurance to the entity listed as the certificate holder in Box 2. Definitions 1 BID SUBMISSION 3The insurance carrier must notify the above certificate holder and the Workers' Compensation Board within 10 days IF a policy is cancelled due to nonpayment of premiums or within 30 days IF there are reasons other than nonpayment of premiums that cancel the policy or eliminate the insured from coverage indicated on this Certificate. International Bidding 2 4. Reserved 5. Reserved 6. Reserved 7. Bid Contents 2 8. Extraneous Terms 2 9. Confidential/Trade Secret Materials 3 10. Prevailing Wage Rates - Public Works and Building Services Contracts 3 11. Taxes 4 12. Expenses Prior to Contract Execution 4 13. Advertising Results 4 14. Product References 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Drawings 5 19. Site Inspection 5 20. Procurement Card 5 Reserved BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Reserved 25. Reserved TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 6 28. Modification of Contract Terms 6 29. Reserved 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 7 34. Weekend and Holiday Deliveries 7 35. Shipping/Receipt of Product 7 TERMS & CONDITIONS (CONTThese notices my be sent by regular mail.) PAGE 36Otherwise, this Certificate is valid for one year after this form is approved by the insurance carrier or its licensed agent, or until the policy expiration date listed in Box 3c, whichever is earlier This certificate is issued as a matter of information only and confers no rights upon the certificate holder. Title and Risk This certificate does not amend, extend or alter the coverage afforded by the policy listed, nor does it confer any rights or responsibilities beyond those contained in the referenced policy. This certificate may be used as evidence of Loss 7 37. Reserved 38. Reserved 39. Rejected Product 7 40. Installation 7 41. Repaired or Replaced Product/ Components 8 42. Employees/Subcontractors/Agents 8 43. Assignment 8 44. Subcontractors and Suppliers 8 45. Performance/Bid Bond 8 46. Suspension a Disability and/or Paid Family Leave Benefits contract of Work 8 47. Termination 8 48. Savings/Force Majeure 9 49. Contract Invoicing 10 50. Default - Authorized User 10 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 11 54. Toxic Substances 11 55. Independent Contractor 11 56. Security 11 57. Cooperation with Third Parties 11 58. Contract Term - Renewal 11 59. Warranties 11 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Infringement 13 63. Limitation of Liability for Lots 1 and 2 13 63A. Limitation of Liability for Xxx 0 00 00X. Xxxxxxxxxx of Liability for Xxx 0 00 00. Xxxxxxxx 00 00. Software License Grant 15 66. Product Acceptance 17 67. Audit of Licensed Product Usage 17 68. Ownership/Title to Project Deliverables 17 69. Proof of License 18 70. Product Version 19 71. Changes to Product or Service Offerings 19 72. No Hardstop/Passive License Monitoring 19 73. Source Code Escrow for Licensed Product 19insurance only while the underlying policy is in effect.