Common use of RESPONSIBILITY TERMS Clause in Contracts

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “Termination and Suspension.”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, changes or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), ) above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, clarifications or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “Termination and Suspension.”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, changes or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), ) above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility.provided E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “Termination and Suspension.”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “Termination and Suspension.”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, determination and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “(Termination and Suspension).”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, determination and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “Termination and Suspension.”

RESPONSIBILITY TERMS. A. a) The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s 's Vendor Responsibility Questionnaire (“"Responsibility Questionnaire”") provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, changes or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. b) The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreementbasis, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- non-material, or submit a certification of “"no change” " to OSC. Contractor's periodic filings with OSC, or updates thereto, regarding IBM's Responsibility Questionnaire obligations, shall be sufficient to satisfy this provision. C. c) Notwithstanding Subsection (B), above) hereinabove, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s 's sole discretion. D. d) OSC reserves the right to make a final determination of the Contractor’s non-'s non- responsibility (“"Determination of Non-Responsibility”") at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, clarifications or amendments thereof; or (ii) the Contractor’s 's failure to disclose material information; or (iii) State’s 's discovery of any other material information which pertains to the Contractor’s 's responsibility. E. e) If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. f) Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “Termination and Suspension19 (Termination).”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to must update the Responsibility Questionnaire if any material event(s) event occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- non-material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the rightmay, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at by OSC’s sole discretion. D. OSC reserves the right to may make a final determination of the Contractor’s non-responsibility (“Determination of Non-Non- Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) reasons for the preliminary determination, determination and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to may terminate this Agreement for cause pursuant to Section XVII. “(Termination and Suspension).”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to may make a final determination of the Contractor’s non-responsibility (“Determination of Non-Non- Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, determination and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “(Termination and Suspension).”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC OTDA prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC OTDA updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- non-material, or submit a certification of “no change” to OSCOTDA. C. Notwithstanding Subsection (B)) hereinabove, above, OSC OTDA reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC OTDA within a reasonable timeframe to be established at OSCOTDA’s sole discretion. D. OSC OTDA reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) StateOTDA’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “Termination and Suspension.”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, determination and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVIIXVI. “Termination and Suspension.”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC OTDA prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC OTDA updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- non-material, or submit a certification of “no change” to OSCOTDA. C. Notwithstanding Subsection (B)) hereinabove, above, OSC OTDA reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC OTDA within a reasonable timeframe to be established at OSCOTDA’s sole discretion. D. OSC X. XXXX reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) StateOTDA’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “Termination and Suspension.”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, changes or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), ) above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, clarifications or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “Termination and Suspension.”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility.provided E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, determination and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “(Termination and Suspension).”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- non-material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility., E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, determination and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “(Termination and Suspension).”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed shall complete the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC with updates to the Responsibility Questionnaire if any material event(s) occurs events occur requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretionmay, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at by OSC’s sole discretion. D. OSC reserves the right to may make a final determination of the Contractor’s non-responsibility (“Determination of Non-Non- Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, the State shall will provide written notice to the Contractor detailing the reason(s) reasons for the preliminary determination, determination and shall will provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to may terminate this Agreement for cause pursuant to Section XVII. “(Termination and Suspension).”

RESPONSIBILITY TERMS. A. The Contractor represents states that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to NYSLRS before execution of this Agreement. The Contractor further represents states that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to update the Responsibility Questionnaire if any material event(s) events occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- non-material, or submit a certification of “no change” to OSCNYSLRS. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, NYSLRS may at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC NYSLRS within a reasonable timeframe to be established at OSC’s sole discretionby NYSLRS. D. OSC reserves the right to NYSLRS may make a final determination of the Contractor’s non-responsibility (“Determination of Non-Non- Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC NYSLRS preliminarily determines the Contractor to be non-responsible, State NYSLRS shall provide written notice to the Contractor detailing the reason(s) reasons for the preliminary determination, and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to NYSLRS may terminate this Agreement for cause pursuant to per Section XVIIXIX. “Termination and Suspension.”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) events occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to may make a final determination of the Contractor’s non-responsibility (“Determination of Non-Non- Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) reasons for the preliminary determination, determination and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to may terminate this Agreement for cause pursuant to Section XVII. “(Termination and Suspension).”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire.the B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “Termination and Suspension.”

RESPONSIBILITY TERMS. A. The Contractor covenants and represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further covenants and represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. . The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- non-material, or submit a certification of “no change” to OSC. C. . Notwithstanding Subsection (Paragraph B), Article XXII. Responsibility Terms above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. . OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) StateOSC’s discovery of any other material information which pertains to the Contractor’s responsibility. E. . If OSC preliminarily determines the Contractor to be non-responsible, State OSC shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. . Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVIIArticle XXIII. “Termination and Suspension.”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- non-material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, determination and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVIIXVI. “Termination and Suspension.”

RESPONSIBILITY TERMS. A. The Contractor Auditor covenants and represents that it has, to the best of its knowledge, truthfully and thoroughly completed the ContractorAuditor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor Auditor by OSC prior to execution of this Agreement. The Contractor Auditor further covenants and represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor Auditor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor Auditor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- non-material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above) hereinabove, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor Auditor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the ContractorAuditor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the ContractorAuditor’s failure to disclose material information; or (iii) StateOSC’s discovery of any other material information which pertains to the ContractorAuditor’s responsibility. E. If OSC preliminarily determines the Contractor Auditor to be non-responsible, State OSC shall provide written notice to the Contractor Auditor detailing the reason(s) for the preliminary determination, and shall provide the Contractor Auditor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the ContractorAuditor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “XVIII (Termination and Suspension).”

RESPONSIBILITY TERMS. A. The Contractor covenants and represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further covenants and represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- non-material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), ) above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) StateOSC’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State OSC shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. XVII “Termination and Suspension.”

RESPONSIBILITY TERMS. A. The Contractor Counsel covenants and represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor Counsel by OSC prior to execution of this Agreement. The Contractor Counsel further covenants and represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor Counsel shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor Counsel shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- non-material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor Counsel to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the ContractorCounsel’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the ContractorCounsel’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the ContractorCounsel’s responsibility. E. If OSC preliminarily determines the Contractor Counsel to be non-responsible, State shall provide written notice to the Contractor Counsel detailing the reason(s) for the preliminary determination, and shall provide the Contractor Counsel with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the ContractorCounsel, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVIIXVI. “Termination and Suspension.”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, determination and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVIIXVIII. “(Termination and Suspension).”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- material, or submit a certification of “no change” to OSC.) C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, determination and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “(Termination and Suspension).”

RESPONSIBILITY TERMS. A. The Contractor covenants and represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (hereinafter “Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further covenants and represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- non-material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above) hereinabove, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (hereinafter “Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. XVIII “Termination and SuspensionTermination”.”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- non-material, or submit a certification of “no change” to OSC. C. Notwithstanding Subsection (B), above, OSC reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC within a reasonable timeframe to be established at OSC’s sole discretion. D. OSC reserves the right to make a final determination of the Contractor’s non-responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) State’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC preliminarily determines the Contractor to be non-responsible, State shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, determination and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC reserves the right to terminate this Agreement for cause pursuant to Section XVII. “(Termination and Suspension).”

RESPONSIBILITY TERMS. A. The Contractor represents that it has, to the best of its knowledge, truthfully and thoroughly completed the Contractor’s Vendor Responsibility Questionnaire (“Responsibility Questionnaire”) provided to the Contractor by OSC OTDA prior to execution of this Agreement. The Contractor further represents that as of the date of execution of this Agreement, there are no material events, omissions, changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. B. The Contractor shall provide to OSC OTDA updates to the Responsibility Questionnaire if any material event(s) occurs requiring an amendment or as new information related to such Responsibility Questionnaire becomes available. The Contractor shall, on an annual basis from the anniversary date of execution of this Agreement, re-certify such Responsibility Questionnaire, noting any changes, whether material or non- non-material, or submit a certification of “no change” to OSCOTDA. C. Notwithstanding Subsection (B)) hereinabove, above, OSC OTDA reserves the right, in its sole discretion, at any time during the term of this Agreement, (i) to require updates or clarifications to the Responsibility Questionnaire, (ii) to inquire about information included in or omitted from the Responsibility Questionnaire, and (iii) to require the Contractor to provide such information to OSC OTDA within a reasonable timeframe to be established at OSCOTDA’s sole discretion. D. OSC OTDA reserves the right to make a final determination of the Contractor’s non-non- responsibility (“Determination of Non-Responsibility”) at any time during the term of this Agreement based on (i) any information provided in the Responsibility Questionnaire and/or in any updates, clarifications, or amendments thereof; or (ii) the Contractor’s failure to disclose material information; or (iii) StateOTDA’s discovery of any other material information which pertains to the Contractor’s responsibility. E. If OSC OTDA preliminarily determines the Contractor to be non-responsible, State OTDA shall provide written notice to the Contractor detailing the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard before the determination is finalized. F. Upon a Determination of Non-Responsibility of the Contractor, OSC OTDA reserves the right to terminate this Agreement for cause pursuant to Section XVII. “Termination and SuspensionARTICLE XIX (Termination).”