SOURCE CODE ESCROW FOR LICENSED PRODUCT. If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this paragraph. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product. ~~FOR NEGOTIATED CONTRACTS THE FOLLOWING CLAUSES ARE RESERVED BECAUSE BIDDING DOES NOT APPLY: Clauses: 7, 8, 9, 10, 11, 12, 13, 16, 15, 21, 25, 26, 28, 29, 30, 31, 32, 33, 36, 49, 50, 52, 54 and 37~~ I N D E X Paragraph Paragraph A No. Additional Warranties 72 Advertising Results 20 Applicability 1 Assignment 56 Assignment of Claim 66 Audit of Licensed Product Usage 80 Authentication of Facsimile Bids 10 B Bid Contents 12 Bid Evaluation 29 Bid Opening 7 Bid Submission ~~12 29 7~~ 8 C Changes to Product or Service Offerings 84 Clarification/Revisions 31 Confidential/Trade Secret Materials 14 Conflict of Terms 4 Conditional Bid 30 Contract Xxxxxxxx 62 Contract Creation/Execution 38 Contract Term - Renewal 71 Cooperation with Third Parties 70 D Default - Authorized User 63 Definitions 5 Disqualification for Past Performance 35 Drawings ~~63 5 35~~ 25 E Emergency Contracts 43 Employees/Subcontractors/Agents 55 Equivalent or Identical Bids 33 Estimated/Specific Quantity Contracts 42 Ethics Compliance 3 Expenses Prior to Contract Execution 19 Extraneous Terms ~~43 55 33 42 3 19~~ 13 F Facsimile Submissions 9 Freedom of Information Law 9 16 G Governing Law 2 I Indemnification 74 Indemnification Relating to Third Party Rights 75 Independent Contractor 68 Installation 52 Insurance 77 Interest on Late Payments 64 International Bidding ~~74 75 68 52 77 64~~ 6 L Late Bids 11 Legal Compliance 73 Limitation of Liability ~~11 73~~ 76 ~~APPENDIX C Contractor's Executive Law~~M No. Modification of Contract Terms 40 N No Hardstop/Passive License Monitoring 85 O On-Site Storage 54 Ownership/Title to Project Deliverables 81 P Participation in Centralized Contracts 39 Performance and Responsibility Qualifications 34 Performance/Bid Bond 58 Prevailing Wage Rates Public Works & Building Services Contracts 17 Pricing 24 Procurement Card 27 Product Acceptance 79 Product Delivery 45 Product References 21 Product Substitution 50 Product Version 83 Products Manufactured in Public Institutions 23 Prompt Payment Discounts 32 Proof of License 82 Purchase Orders 44 Q Quantity Changes Prior to Award 36 R Rejected Product 51 Release of Bid Evaluation Materials 15 Re-Weighing Product 49 Remanufactured, ~~Article 15~~Recycled, Recyclable or Recovered Materials 22 Remedies for Breach 65 Repaired or Replaced Product/Components 00 X Xxxxxxx 00 Xxxxxxx/Xxxxx Xxxxxxx 61 Scope Changes 41 Security 69 Site Inspection 26 Shipping/Receipt of Product 47 Software License Grant 78 Source Code Escrow for Licensed Product 86 Subcontractors and Suppliers 57 Suspension of Work 59 T Taxes 18 Termination 60 Timeframe for Offers 37 Title and Risk of Loss 48 Toxic Substances 67 W Weekend and Holiday Deliveries 46 Sub-Category ITEM# DESCRIPTION PACK/SIZE BRAND NYS NET DELIVERED PRICE Baked Goods 120800 APPLE DANISH 1/DZ ROCKLAND $ 11.23 Baked Goods 120175 BAGEL CINNAMON RAISIN 1/DOZEN ROCKLAND $ 3.93 Baked Goods 120193 BAGEL EVERYTHING 1/DOZEN ROCKLAND $ 3.93 Baked Goods 120173 BAGEL GARLIC 1/DOZ ROCKLAND $ 3.93 Baked Goods 120342 BAGEL MINI PLAIN 1/DOZEN ROCKLAND $ 3.93 Baked Goods 120168 BAGEL ONION 1/DOZEN ROCKLAND $ 3.93 Baked Goods 120165 BAGEL PLAIN 1/DOZEN ROCKLAND $ 3.93 Baked Goods 120166 BAGEL POPPY 1/DOZEN ROCKLAND $ 3.93 Baked Goods 120167 BAGEL SESAME 1/DOZEN ROCKLAND $ 3.93 Baked Goods 120171 BAGEL WW 1/DOZ ROCKLAND $ 3.93 Baked Goods 120125 BAGELS ASSORTED 1/DOZEN ROCKLAND $ 3.93 Baked Goods 120340 BAGELS MINI ASSORTED 1/DOZEN ROCKLAND $ 3.93 Baked Goods 120662 BREAD 8 GRAIN HOMESTYLE 1/LOAF ROCKLAND $ 4.32 Baked Goods 120111 BREAD XXXXXXX, PLAIN 1/LOAF ROCKLAND $ 1.83 Baked Goods 12048 BREAD CHALLAH 5# 1/5# ROCKLAND $ 28.94 Baked Goods 120159 BREAD CHALLAH TWIST 1LB 1/1 LB ROCKLAND $ 3.50 Baked Goods 12355 BREAD XXXXXXX, 00 SLICE 1/LOAF ROCKLAND $ 4.86 Baked Goods 120146 BREAD CINNAMON RAISIN, SLICED 1/LOAF ROCKLAND $ 5.10 Baked Goods 120647 BREAD FOR STUFFING 1/BOX ROCKLAND $ 13.72 Baked Goods 120108 BREAD FRENCH, PLAIN 29" 1/EACH ROCKLAND $ 1.37 Baked Goods 120339 BREAD GARLIC 14" 1/LOAF ROCKLAND $ 1.94 Baked Goods 120130 BREAD HERO 10" 1/EACH ROCKLAND $ 0.51 Baked Goods 120121 BREAD HERO WW 3" 1/DOZEN ROCKLAND $ 3.04 Baked Goods 120120 BREAD HERO WW, 6" 1/DOZEN ROCKLAND $ 3.07 Baked Goods 120082 BREAD IRISH XXXX XXXXX 0XX 0/0 XXXX XXXXXXXX $ 3.42 Baked Goods 120119 BREAD ITALIAN SLICED, 3LB 1/LOAF ROCKLAND $ 3.89 Baked Goods 120042 BREAD MARBLE RYE 3# 1/1 LOAF ROCKLAND $ 4.90 Baked Goods 120058 BREAD MTG 8 GRAIN SLICED 1/LOAF ROCKLAND $ 4.32 Baked Goods 120683 BREAD POTATO SLICED 1/LOAF ROCKLAND $ 2.83 Baked Goods 120078 BREAD PULLMAN WHEAT 1/LOAF ROCKLAND $ 3.59 Baked Goods 120072 BREAD PULLMAN WHITE 1/1 LOAF ROCKLAND $ 3.55 Baked Goods 120060 BREAD PUMPERNICKEL 3# SLICED 1/LOAF ROCKLAND $ 4.73 Baked Goods 12067 BREAD PUMPERNICKEL 3# UNSLICED 1/LOAF ROCKLAND $ 4.67 Baked Goods 120009 BREAD PUMPERNICKEL COCKTAIL 1/1 LOAF ROCKLAND $ 2.42 Baked Goods 120020 BREAD RYE 2#, 16 SLICE 1/LOAF ROCKLAND $ 3.65 Baked Goods 120023 BREAD RYE 3#, 34 SLICE 1/LOAF ROCKLAND $ 4.73 Baked Goods 120006 BREAD RYE COCKTAIL SLICED 1/1 LOAF ROCKLAND $ 2.42 Baked Goods 120515 BREAD RYE HOMESTYLE SLICED 1/LOAF ROCKLAND $ 4.62 Baked Goods 120504 BREAD RYE SLICED LONG 1/3 LB ROCKLAND $ 5.81 Baked Goods 120081 BREAD SEMOLINA ROUND 1/LOAF ROCKLAND $ 2.08 Baked Goods 120241 BREAD SOURDOUGH 3LB SLICED 1/LOAF ROCKLAND $ 4.11 Baked Goods 120220 BREAD WHEAT LITE WW 1/LOAF ROCKLAND $ 3.24 Baked Goods 120805 BREAD WHEAT SINGLE WRAPPED WW 1/100CT ROCKLAND $ 15.89 Baked Goods 120160 BREAD WHITE BUTTON 1/1LOAF ROCKLAND $ 1.11 Baked Goods 120051 BREAD WHITE, SLICED LONG 1/3 LB ROCKLAND $ 5.20 Baked Goods 120223 BREAD XX XXXXXX 1/1LOAF ROCKLAND $ 1.79 Baked Goods 120512 BREAD WW HOMESTYLE SLICED 1/LOAF ROCKLAND $ 4.32 Baked Goods 120184 BUN HAMBURGER 4" 1/DOZEN ROCKLAND $ 1.56 Baked Goods 120185 BUN HAMBURGER 4" SEEDED 1/DZ ROCKLAND $ 2.05 Baked Goods 120211 BUN HAMBURGER 5" NO SEEDS 1/DOZEN ROCKLAND $ 3.06 Baked Goods 120189 BUN HAMBURGER 5" SEEDED 1/12 EACH ROCKLAND $ 3.06 Baked Goods 932510 BUN HAMBURGER MINI 1/24CT ROCKLAND $ 3.51 Baked Goods 120187 BUN HAMBURGER POTATO 1/8 PACK ROCKLAND $ 2.69 Baked Goods 120240 BUN HAMBURGER WHEAT 1/DOZEN ROCKLAND $ 1.69 Baked Goods 120300 CROISSANT PLAIN 1/DZ ROCKLAND $ 9.43 Baked Goods 120231 CUPCAKE CHOCOLATE 1/12 CT ROCKLAND $ 9.57 Baked Goods 120233 CUPCAKE VANILLA 1/12 CT ROCKLAND $ 9.57 Baked Goods 120099 DANISH ASSORTED 1/DOZEN ROCKLAND $ 11.23 Baked Goods 120302 DANISH MINI ASSORTED XXXXX/XXX 0/00XX XXXXXXXX $ 6.31 Baked Goods 120252 DINNER ROLLS WW,IW (DOZEN) 1/DOZEN ROCKLAND $ 2.03 Baked Goods 120593 DONUT ASSORTED 1/DZ ROCKLAND $ 6.59 Baked Goods 120942 DONUT CHOCOLATE 1/DZ ROCKLAND $ 8.35 Baked Goods 120947 DONUT JELLY 12/DZ ROCKLAND $ 8.35 Baked Goods 120938 DONUT POWDERED CAKE 1/DZ ROCKLAND $ 8.35 Baked Goods 120950 DONUTS APPLE CIDER 1/DOZEN ROCKLAND $ 8.35 Baked Goods 120204 DONUTS CHOCOLATE FROSTED W/SPR 1/DOZEN ROCKLAND $ 8.35 Baked Goods 120301 DONUTS MINI ASSORTED 1/24CT ROCKLAND $ 9.89 Baked Goods 120205 DONUTS VANILLA FROSTED W/SPRNK 1/DOZEN ROCKLAND $ 8.35 Baked Goods 12051 ENGLISH MUFFIN WW 2/6CT ROCKLAND $ 2.39 Baked Goods 12049 ENGLISH MUFFINS 2/6 CT ROCKLAND $ 3.12 Baked Goods 120092 HERO 6 FOOT 1-Jan ROCKLAND $ 20.48 Baked Goods 120327 HERO ROLL 12" 1/EACH ROCKLAND $ 0.74 Baked Goods 120846 MUFFIN APPLE CINNAMON 12/1 EACH ROCKLAND $ 10.08 Baked Goods 120842 MUFFIN BANANA 12/1 EACH ROCKLAND $ 10.08 Baked Goods 120298 MUFFIN BLUEBERRY 12/1 EACH ROCKLAND $ 10.08 Baked Goods 120254 MUFFIN CARROT 12/1 EACH ROCKLAND $ 10.08 Baked Goods 121182 MUFFIN CHOCOLATE CHIP WRAPPED 12/1 EACH ROCKLAND $ 14.48 Baked Goods 120297 MUFFIN CORN 12/1 EACH ROCKLAND $ 10.08 Baked Goods 120844 MUFFINS LARGE ASSORTED 1/12 CT ROCKLAND $ 10.08 Baked Goods 120490 MUFFINS MINI ASSORTED 1/DOZEN ROCKLAND $ 6.05 Baked Goods 120244 PREMIUM WHEAT BREAD (1.5#) WW 1/LOAF ROCKLAND $ 1.76 Baked Goods 120243 PREMIUM WHITE BREAD(1.5#) 1/LOAF ROCKLAND $ 1.76 Baked Goods 120085 ROLL BRIOCHE 1/12 CT ROCKLAND $ 7.19 Baked Goods 121556 ROLL CIABATTA 1/DOZ ROCKLAND $ 7.10 Baked Goods 120131 ROLL CLUB 6" 1/DOZEN ROCKLAND $ 3.20 Baked Goods 120118 ROLL CLUB 6" SLICED 1/DOZ ROCKLAND $ 3.42 Baked Goods 120134 ROLL CLUB 8" 1/DOZEN ROCKLAND $ 3.65 Baked Goods 120148 ROLL DINNER ASSORTED 1/DZ ROCKLAND $ 2.39 Baked Goods 120158 ROLL DINNER PLAIN 1/DZ ROCKLAND $ 3.42 Baked Goods 120452 ROLL DINNER SPLIT TOP 1/16 CT ROCKLAND $ 2.90 Baked Goods 120248 ROLL HOAGIE 4" SLICED 1/DOZEN ROCKLAND $ 3.12 Baked Goods 120247 ROLL HOAGIE 4" SOFT CRUST 12/1DZ ROCKLAND $ 3.12 Baked Goods 120183 ROLL HOTDOG 1/DOZEN ROCKLAND $ 1.56 Baked Goods 120186 ROLL HOTDOG FOOT LONG 6/12 INCH ROCKLAND $ 2.57 Baked Goods 120188 ROLL HOTDOG POTATO 1/8PK ROCKLAND $ 2.69 Baked Goods 120402 ROLL KAISER 5" SLICED 1/DOZEN ROCKLAND $ 3.12 Baked Goods 120249 ROLL KAISER MEDIUM 4" 1/DOZ ROCKLAND $ 2.90 Baked Goods 120250 ROLL KAISER MEDIUM SLICED 1/DZ ROCKLAND $ 2.90 Baked Goods 120141 ROLL ONION SMALL 1/12 CT ROCKLAND $ 2.39 Baked Goods 120140 ROLL PLAIN SMALL 1/1 DZ ROCKLAND $ 2.39 Baked Goods 120814 ROLL PORTUGUESE 1/1 DOZ ROCKLAND $ 4.32 Baked Goods 110251 ROLL SPLIT TOP DINNER, WRAPPED 12-Jan ROCKLAND $ 3.24 Baked Goods 120161 ROLLS DINNER WW, NOT WRAPPED 1/DOZ ROCKLAND $ 2.39 Baked Goods 12055 ROLLS HOT DOG WW 1/DOZEN ROCKLAND $ 1.69 Baked Goods 120299 ROLLS KAISER XXXXX XX 12/1EACH ROCKLAND $ 2.69 Baked Goods 120772 STRUDEL APPLE LARGE 22" 1/EACH ROCKLAND $ 21.79 Baked Goods 120410 WHITE BREAD GTF ZTF 8/14oz RICH $ 31.72 Baked Goods 120100 WW SPLIT TOP DINNER ROLLS 1/16 CT ROCKLAND $ 2.39 Commercial (Eastern) Markup by Sub-lot Sub-Lot Markup Percentage Ambient, Canned, Dry 8.75% Baked Goods 30.00% Dairy 8.50% Frozen 9.50% Meat, Poultry & Fish 9.00% Non-food 9.75% Produce 25.00% Appendix C, Number 2, Contractor Information; Contract Administrator; Distribution Center; Electronic Access Ordering; Procurement Card; and Sub-Lot Markup Rates CONTRACTOR: METROPOLITAN FOODS, INC. D/B/A XXXXXXXX FOODS 000 Xxxxxxxxx Xxx. Xxxxxxx, XX 00000 Commercial Contract Administrator: Xxxxx Xxxx Phone: (000) 000-0000 x-000 (M~~/WBE~~-F 8am-5pm) ~~Requirements CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN~~E-~~OWNED BUSINESS ENTERPRISES Policy Statement~~ Mail: xxxxx@xxxxxxxxxxxxx.xxx Mailing Address: Xxxxxxxx Foods 000 Xxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 Emergency Contact: Xxx Xxxxxx Phone: (000) 000-0000 (24 hr. emergency) Alternate Emergency Contact: Xxxx Xxxxxx (000) 000-0000 Service & Delivery, Unresolved Issues: Xxxx Xxxxxx Phone: (000) 000-0000 (M-F, 8am-5pm) E-Mail: xxx0000@xx.xxx Toll Free Phone: (000) 000-0000 Phone Orders: (000) 000-0000 Fax Orders: (000) 000-0000 Email Orders: xxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx, xxxxxxx@xxxxxxxxxxxxx.xxx cc: xxx0000@xx.xxx Online Orders: xxxx://xxxxxxxxxxxxx.xxx/order.html Note: Online ordering requires an initial setup, please contact Xxxx Xxxxxx (000) 000-0000 Ordering: -Contractor offers Electronic Access Ordering (EDI). -Contractor accepts the NYS Procurement Card for orders not to exceed $15,000.00. Contractor does not offer additional discounts for purchases made with the NYS Procurement Card. -Contractor does not offer a prompt payment discount for payment within 15 days and/or receipt of voucher. -Contractor does not offer a prompt payment discount for payment within 30 days and/or receipt of voucher. Distribution Center: -Clifton Warehouse 000 Xxxxxxxxx Xxx. Xxxxxxx XX, 00000 Xxxxxxx Xxxxxxxx St. Xxxxxxxx Xxxxxxxxx Essex Xxxxx Xxxxxxxx Xxxxxx Oswego Niagara Orleans Xxxxxx Xxxxxx Xxxxx Xxxxxx Genesee Onondaga Ontario Xxxxxxxxxx Madison Erie Cayuga Xxxxx Otsego Cortland Albany Xxxxxxxx Xxxxxx Cattaraugus Allegany Steuben Tioga Xxxxxx Delaware Ulster = Western Region = Central Region = Eastern Region = Downstate Region Xxxxxxxx Orange Xxxxxx 60 km Rockland Bronx New York ~~State Office~~ Kings Suffolk 40 mi Richmond Queens Seneca Chenango Region List GROUP 02450 - Food, (Commercial, Retail and Baked Goods) (Statewide) 6/2/2014 Number 3 -NYS Regions map, Preferred Source and Market Basket Products List Page 1 of ~~General Services~~6 Appendix C Number 3 NYS Regions map, ~~as part of its responsibility, recognizes the need to promote the employment of minority group members~~ Preferred Source and women and to ensure that certified minority and women-owned business enterprises have opportunities for maximum feasible participation in the performance of OGS contracts. In 2006, the State of New York commissioned a disparity study to evaluate whether minority and women-owned business enterprises had a full and fair opportunity to participate in state contracting. The findings of the study were published on April 29, 2010, under the title "The State of Minority and Women-Owned Business Enterprises: Evidence from New York" (“the Disparity Study”). The report found evidence of statistically significant disparities between the level of participation of minority and women-owned business enterprises in state procurement contracting versus the number of minority and women-owned business enterprises that were ready, willing and able to participate in state procurements. As a result of these findings, the Disparity Study made recommendations concerning the implementation and operation of the statewide certified minority and women-owned business enterprises program. Equal Employment Opportunity Requirements By submission of a bid or proposal in response to this solicitation, the Offerer agrees with all of the terms and conditions of Appendix A including Clause 12 - Equal Employment Opportunities for Minorities and Women. The contractor is required to ensure that it and any subcontractors awarded a subcontract over $25,000 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the "Work") except where the Work is for the beneficial use of the Contractor, shall undertake or continue programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. For these purposes, equal opportunity shall apply in the areas of recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, termination, and rates of pay or other forms of compensation. This requirement does not apply to: (i) work, goods, or services unrelated to this contract; or (ii) employment outside New York State. Contractor further agrees to submit with the bid a staffing plan (Form EEO 100) identifying the anticipated work force to be utilized on the Contract and if awarded a contract, will, upon request, submit to OGS a workforce utilization report (Form EEO 101) identifying the work force actually utilized on the Contract if known. Business Participation Opportunities for New York State Certified Minority- and Women-Owned Business Enterprises (MWBE) For purposes of this procurement, OGS hereby establishes a goal of 11% for Minority-owned Business Enterprises (MBE) participation and 9% for Women-owned Business Enterprises (WBE) participation (collectively referred to as MWBE), for a total contract MWBE goal of 20%. A Contractor must document good faith efforts to provide meaningful participation by MWBEs as subcontractors or suppliers in the performance of this Contract and Contractor agrees that OGS may withhold payment pending receipt of the required MWBE documentation. The directory of New York State Certified MWBEs can be viewed at: xxxx://xxx.xxx.xx.xxx/MWBE.html. For guidance on how OGS will determine a Contractor’s “good faith efforts,” refer to 5 NYCRR §142.8. In accordance with 5 NYCRR §142.13, Offeror/Contractor acknowledges that if it is found to have willfully and intentionally failed to comply with the MWBE participation goals set forth in the Contract, such finding constitutes a breach of Contract and OGS may withhold payment from the Contractor as liquidated damages. Such liquidated damages shall be calculated as an amount equaling the difference between: (1) all sums identified for payment to MWBEs had the Contractor achieved the contractual MWBE goals; and (2) all sums actually paid to MWBEs for work performed or materials supplied under the Contract. By submitting a bid or proposal, Offeror/Contractor agrees to submit the following documents and information as evidence of compliance with the foregoing:Market Basket Products List Xxxxxxxx Foods Commercial Eastern Region

Appears in 2 contracts

Samples: Agreement, Agreement

Appears in 2 contracts

Samples: Contract Number Pc66411, Contract Number Pc66411

Appears in 2 contracts

Samples: Agreement, Agreement

Appears in 2 contracts

Samples: Agreement, Agreement

SOURCE CODE ESCROW FOR LICENSED PRODUCT. If ~~Source Code~~ source code or ~~Source Code~~ source code escrow is offered by either Contractor or Product ~~manufacturer or~~ manufacturer/developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the ~~Authorized User~~Office of General Services, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. In the event that there is an established escrow arrangement with a designated escrow agent then, with respect to products sold by the Contractor to the State of New York, the Contractor shall make best efforts to negotiate or have negotiated an amendment of the established escrow agreement with the designated escrow agent to reflect that disputes regarding any right that the State of New York may have related to the source code: (a) shall be governed by the laws of the State of New York except where the Federal supremacy clause requires otherwise; and (b) may not be submitted to binding arbitration, but must, instead be heard in a court of competent jurisdiction of the State of New York. Except as to the amendments sought to the established escrow agreement in this section 82, nothing herein shall be construed as an agreement by the State of New York to otherwise be bound by the terms and conditions of the established escrow agreement. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this paragraph. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product. FOR NEGOTIATED CONTRACTS THE FOLLOWING CLAUSES ARE RESERVED BECAUSE BIDDING DOES NOT APPLY: Clauses: 7, 8, 9, 10, 11, 12, 13, 16, 15, 21, 25, 26, 28, 29, 30, 31, 32, 33, 36, 49, 50, 52, 54 and 37 I N D E X Paragraph Paragraph B Bid Contents Bid Evaluation Bid Opening Bid Submission 12 29 7 8 D Default - Authorized User Definitions Disqualification for Past Performance Drawings 63 5 35 25 E Emergency Contracts Employees/Subcontractors/Agents Equivalent or Identical Bids Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution Extraneous Terms 43 55 33 42 3 19 13 F Facsimile Submissions Freedom of Information Law 9 16 G Governing Law 2 I Indemnification Indemnification Relating to Third Party Rights Independent Contractor Installation Insurance Interest on Late Payments International Bidding 74 75 68 52 77 64 6 L Late Bids Legal Compliance Limitation of Liability 11 73 76 APPENDIX C Contractor's Executive Law, Article 15-A (M/WBE) Requirements CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES Policy Statement New York State Office of General Services, as part of its responsibility, recognizes the need to promote the employment of minority group members and women and to ensure that certified minority and women-owned business enterprises have opportunities for maximum feasible participation in the performance of OGS contracts. In 2006, the State of New York commissioned a disparity study to evaluate whether minority and women-owned business enterprises had a full and fair opportunity to participate in state contracting. The findings of the study were published on April 29, 2010, under the title "The State of Minority and Women-Owned Business Enterprises: Evidence from New York" (“the Disparity Study”). The report found evidence of statistically significant disparities between the level of participation of minority and women-owned business enterprises in state procurement contracting versus the number of minority and women-owned business enterprises that were ready, willing and able to participate in state procurements. As a result of these findings, the Disparity Study made recommendations concerning the implementation and operation of the statewide certified minority and women-owned business enterprises program. Equal Employment Opportunity Requirements By submission of a bid or proposal in response to this solicitation, the Offerer agrees with all of the terms and conditions of Appendix A including Clause 12 - Equal Employment Opportunities for Minorities and Women. The contractor is required to ensure that it and any subcontractors awarded a subcontract over $25,000 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the "Work") except where the Work is for the beneficial use of the Contractor, shall undertake or continue programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. For these purposes, equal opportunity shall apply in the areas of recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, termination, and rates of pay or other forms of compensation. This requirement does not apply to: (i) work, goods, or services unrelated to this contract; or (ii) employment outside New York State. Contractor further agrees to submit with the bid a staffing plan (Form EEO 100) identifying the anticipated work force to be utilized on the Contract and if awarded a contract, will, upon request, submit to OGS a workforce utilization report (Form EEO 101) identifying the work force actually utilized on the Contract if known. Business Participation Opportunities for New York State Certified Minority- and Women-Owned Business Enterprises (MWBE) For purposes of this procurement, OGS hereby establishes a goal of 11% for Minority-owned Business Enterprises (MBE) participation and 9% for Women-owned Business Enterprises (WBE) participation (collectively referred to as MWBE), for a total contract MWBE goal of 20%. A Contractor must document good faith efforts to provide meaningful participation by MWBEs as subcontractors or suppliers in the performance of this Contract and Contractor agrees that OGS may withhold payment pending receipt of the required MWBE documentation. The directory of New York State Certified MWBEs can be viewed at: xxxx://xxx.xxx.xx.xxx/MWBE.html. For guidance on how OGS will determine a Contractor’s “good faith efforts,” refer to 5 NYCRR §142.8. In accordance with 5 NYCRR §142.13, Offeror/Contractor acknowledges that if it is found to have willfully and intentionally failed to comply with the MWBE participation goals set forth in the Contract, such finding constitutes a breach of Contract and OGS may withhold payment from the Contractor as liquidated damages. Such liquidated damages shall be calculated as an amount equaling the difference between: (1) all sums identified for payment to MWBEs had the Contractor achieved the contractual MWBE goals; and (2) all sums actually paid to MWBEs for work performed or materials supplied under the Contract. By submitting a bid or proposal, Offeror/Contractor agrees to submit the following documents and information as evidence of compliance with the foregoing:.