Common use of TABLE OF CONTENTS Clause in Contracts

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 26 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 31 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope

TABLE OF CONTENTS. Introduction A. GENERAL 12 1 Scope of bid 12 2 Source of funds 12 3 Corrupt Practices 13 4 Eligible bidders 124 5 Qualification of the bidder 13 6 OVERVIEW One bid per bidder 13 7 Cost of Bidding 14 8 Site Visit 145 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 16 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 18 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction A. GENERAL 12 1 Scope of bid 12 2 Source of funds 12 3 Corrupt Practices 13 4 Eligible bidders 124 5 Qualification of the bidder 13 6 OVERVIEW One bid per bidder 14 7 Cost of Bidding 14 8 Site Visit 145 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 16 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 18 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to to: 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction Introduction‌ OVERVIEW AND PURPOSE OF THIS CONTRACT CONTRACT‌ The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeScope‌ LOT OVERVIEW‌ This Contract encompasses the Lots listed in Appendix D – Contractor and Reseller Information. The following descriptions, as applicable, delineate the scope of the award Lots.

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 Criteria – Software 6 Lot 2 Professional Practice 63 Criteria – Hardware 7 Lot 3 Administrative Services 63 Criteria – Cloud 8 Lot 4 Scholarly and/or Professional Activity 63 Criteria – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right Internal and External Collegial Service 65 Reappointment 66 Permanence 67 Promotion to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports Librarian III 69 Promotion to Librarian IV 70 Article 22: Personnel Files 73 Article 23: Workload for Authorized User 20 Service Reports Faculty Members 74 Article 24: Workload for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Librarians 78 Article 25: Distance Education 80 Article 26: Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote AdministrationTeaching and Research Duties 81 Article 27: Intellectual Property and Patents 81 Patents 82 Article 28: Vacations and Holidays 83 Article 29: Leaves 84 Sabbatical Leave 84 Pregnancy Leave 88 Parental Leave 89 Political Leave 91 Court Leave 92 Sick Leave 93 Bereavement Leave 94 Family Emergency Leave 95 Training, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, CloudRetraining, and Implementation services. The procurements shall be competitive at Educational Leaves 95 General 95 Training or Retraining Leave 96 Doctoral Education Leave 96 Leave of Absence Without Pay 96 Article 30: Outside Professional Activities 98 Article 31: Department Chairs/Directors 99 Article 32: Stipends for Chairs/Directors 103 Article 33: Resignation 105 Article 34 Discipline and Dismissal 106 Article 35 Academic Staffing 109 Article 36 Grievance Procedure 109 Definition of Grievance 109 Types of Grievances 109 General Requirements 110 Step One 110 Step Two 111 Step Three 112 Employer Grievances 112 Article 37: Arbitration 113 Article 38: Salary 115 Salary Upon Hiring – Faculty and Librarian Members 115 Salary Upon Hiring – Lab Instructor Members 116 Salary Upon Promotion 116 Table of Contents Salaries – Faculty Members 117 Salaries – Librarian Members 117 Salaries – Laboratory Instructor Members 118 Overload Stipends 118 Payment of Salaries 118 Article 39: Professional Development Expense Reimbursements 119 Article 40: Travel Fund 119 Article 41: Benefits 120 Article 42: Pension Plan and Retirement 121 Article 43: Entry and Re-entry of Administrators into the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any Bargaining Unit 121 Article 44: Code of Conduct 122 A: Conflict of Interest 122 B: Miscellaneous 123 Article 45: Special Relationships with Members of the LotsBargaining Xxxx 000 Xxxxxx Research Chairs 123 NSERC University Faculty Award (UFA) Recipients 126 Endowed Chair 127 Article 46: Retirement 129 Article 47: Early and Partial Retirement Incentives 129 Voluntary Early Retirement Incentive 129 Voluntary Partial Retirement Incentive 131 Article 48: Laboratory Instructors 133 Appointment 133 Review for Reappointment and Permanence and Promotion 137 Article 49: Workload for Lab Instructors 146 Article 50: Transition to the Agreement 151 Appendix A: Certification Order 152 Appendix B: Programme Redundancy 000 Xxxxxxxx X: Travel Fund Policy and Guidelines 156 Appendix D: Student Rating of Instruction Questionnaires 159 Attachment 1: Designated Laboratory Courses 160 Schedule 1F: Faculty Salary Scale (July 1, or across Lots2012) 161 Schedule 2F: Faculty Salary Scale (July 1, 2013) 162 Schedule 3F: Faculty Salary Scale (July 1, 2014) 163 Schedule 1L: Librarian Salary Scale (July 1, 2012) 164 Schedule 2L: Librarian Salary Scale (July 1, 2013) 165 Schedule 3L: Librarian Salary Scale (July 1, 2014) 166 Schedule 1LI: Lab Instructor Salary Scale (July 1, 2012) 167 Schedule 2LI: Lab Instructor Salary Scale (July 1, 2013) 168 Schedule 3LI: Lab Instructor Salary Scale (July 1, 2014) 169 DEFINITIONS Agreement: this Collective Agreement. Contract ScopeAgreement Year: Twelve months beginning 1 July. Alternate Xxxx: for Arts and Science members, the Xxxx of Education. For Professional Studies members, the Xxxx of Arts and Science. For Education members and Librarians, the Xxxx of Professional Studies.

TABLE OF CONTENTS. Introduction Welcome 6 OVERVIEW AND PURPOSE Nursing Student Handbook Agreement 7 Nursing Student Drug and Substance Abuse Agreement 8 Overall Nursing Program Structure at De Anza College 9 • Philosophy Conceptual Framework 10 Terminal Objectives for the New Graduate of the Associate of Science Degree in Nursing Program 13 Length of Program 13 Program Completion 13 Scholastic Requirements 14 Accountability in Nursing 14 Accountability for Commitments 14 Student Responsibilities 15 • To the School, Clinical Agency, Client and Yourself Safe Environment for Students and Faculty 18 Students as Translators 18 Health of Students 19 QuantiFERON Testing 20 Flu Vaccine 20 Background Checks 20 Nursing Student Drug and Substance Abuse Policy 21 Disclosure of Criminal Violations 23 Resident Status 24 Impaired Student Nurse 24 Pregnancy, Injury, Surgery, or other Health-related Conditions 26 Dress Code 27 Nursing Student Photo ID 30 Student Supplies 30 Registration for Courses 30 Late Add and Drop Policy 31 HESI Exams 32 • Purchase • Testing and Remediation Attendance Policy 33 Jury Duty 33 Evaluation Process 35 Grading Policy 36 • Clinical Grades • Theory Grades • Taking of Exams and Quizzes • Accommodations for Testing 38 • Plagiarism 38 Tutoring 39 Student Performance 40 • Program Reflection 40 • Plan for Improvement 41 • Skills Testing 43 • Safety 44 • Eligibility to Sit for Final Examinations 44 Leave of Absence (LOA) 45 • Criteria • Process • LOA in Quarter One • LOA with PI • Mandated LOA Withdrawal from the Nursing Program 46 • Withdrawal Without Penalty Maximum Length of Leave Of Absence or Withdrawal from Program 49 Disqualification from the Nursing Program 50 Readmission Policy 52 Procedure for Readmission: • Following Leave of Absence • Following Withdrawal Without Penalty/ Withdrawal with Penalty 53 • Priority Status 54 • Students Who Are Ineligible For Readmission 54 Readmission Process 55 Entrance to Quarter 6 with a Skills PI 56 Student Concerns 56 Grievance Process 57 Student Guidelines When Petitioning To Meet With Nursing Faculty 58 Application for Licensure 59 Graduation, Pinning, and/or Capping Ceremony 60 Student Nurse Organization (SNO) 60 Guidelines for Internet Communication (“Netiquette”), Texting, 61 and Social Network Communication Academic Writing Standard Policy 63 IV Therapy Guidelines 63 IV Push Policy 64 Blood Administration Policy 64 Patient Identification for Medication Administration 64 Appendices Accountability Statement 66 Student Health Status 67 Background Check 68 • California Notice of Rights for Investigative ConsumerReports Course Evaluation Process 69 Record of Tutoring 70 Medical Release 71 Release Request Form 72 Professional Boundaries 73 ADA Compliance Statement 74 Reflection 76 Plan for Improvement 77 Plan for Improvement- Skills Testing 79 MOU: Absence from Program 80 MOU: Filing A Petition 81 DE ANZA COLLEGE DEPARTMENT OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE NURSING STUDENT HANDBOOK To the Student: Welcome to the De Anza College Nursing Department. To help ensure your success the faculty, staff, and Director of Nursing are available to you for guidance. This handbook introduces you to information that will help you become acquainted with our program. There are many resources available to ensure your college experience is successful. This handbook is valid only for the school year specified on the cover. As it is updated annually, students are required to read the new Nursing Student Handbook and turn in a signed Nursing Student Handbook Agreement to the lead instructor of their current quarter annually. MISREPRESENTATION OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5FACTS INFLUENCING ACCEPTANCE TO A NURSING PROGRAM WILL RESULT IN DISQUALIFICATION. Nursing Student Handbook Agreement De Anza College Department of Nursing I understand that that I am required to read the Nursing Student Handbook and turn in a signed Nursing Student Handbook Agreement to the lead instructor of my current quarter. I also agree to abide by all policies set forth in the Nursing Student Handbook. I understand that failure to abide by these policies, during courses and between courses, may result in withdrawal with penalty or disqualification from the nursing program. It is my responsibility to learn about new policies that are introduced in between publications of the Nursing Student Handbook and also to abide by new policies as they are introduced. I am aware that new and revised policies will be posted on the nursing webpage on the link “New or Revised Handbook Policies”. I will check monthly for any new postings. I will ask my instructor to clarify anything in the new policies that is unclear to me. I understand that the policies are effective immediately when posted to the webpage. I attest to the fact that I understand and agree to the above information. In addition, I attest to the fact that I can read typed and hand-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 Ewritten (cursive) English, and I can read and write English in a safe manner as dictated by hospital practice. STUDENT SIGNATURE: DATE: NAME PRINTED: ACADEMIC YEAR: (eg. 2010-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves 2011) Nursing Student Drug and Substance Abuse Agreement De Anza College Department of Nursing I understand that caring for patients while under the right influence of any substance, whether it be nonprescription or prescription, can affect the safety of my care. De Anza College nursing program maintains a zero tolerance policy regarding substance abuse. I understand that our clinical facilities do not allow any person delivering care to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions be under the influence of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 any substance. Recreational or ‘medical marijuana’ use is still considered illegal at the federal level, and as a result, no clinical facility that receives federal funding will allow its use by healthcare practitioners, including students. I understand that any student with a positive drug screen will be withdrawn with penalty from the program. Condition for Responding readmission will be a negative drug screen. I understand that a second positive drug screen will result in disqualification from the nursing program. I attest to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right the fact that I understand and agree to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PREthe above information. STUDENT SIGNATURE: DATE: NAME PRINTED: ACADEMIC YEAR: (eg. 2010-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS2011), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to to: 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 26 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 31 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction Introduction‌ OVERVIEW AND PURPOSE OF THIS CONTRACT CONTRACT‌ The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeScope‌ LOT OVERVIEW‌ This Contract encompasses the Lots listed in Appendix D – Contractor and Reseller Information. The following descriptions, as applicable, delineate the scope of the award Lots.

TABLE OF CONTENTS. Introduction A. GENERAL 13 1 Scope of bid 13 2 Source of funds 13 3 Corrupt Practices 13 4 Eligible bidders 134 5 Qualification of the bidder 14 6 OVERVIEW One bid per bidder 14 7 Cost of Bidding 15 8 Site Visit 155 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 17 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 19 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction A. GENERAL 12 1 Scope of bid 13 2 Source of funds 13 3 Corrupt Practices 13 4 Eligible bidders 14 5 Qualification of the bidder 14 6 OVERVIEW One bid per bidder 15 7 Cost of Bidding 15 8 Site Visit 15 B. BIDDING DOCUMENTS 16 9 Contents of Bidding Documents 16 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 17 C. PREPARATION OF BIDS 17 12 Language of Bid 17 13 Documents Comprising the Bid 17 14 Bid Prices 18 15 Currencies of bid and payment 18 16 Bid Validity 18 17 Bid Security 18 18 No Alternative Offers 19 19 Pre-bid meeting 19 20 Format and Signing of Bids 20 D. SUBMISSION OF BIDS 20 21 Sealing and Marking of Bids 20 22 Deadline for Submission of Bids 21 23 Late bids 21 24 Modification, substitution and Withdrawal of Bids 21 E. BID OPENING AND PURPOSE EVALUATION 22 25 Bid Opening 22 26 Process to be confidential 22 27 Clarification of bids and contacting of the employer 23 28 Examination of bids and determination of responsiveness 23 29 Correction of errors 24 30 Evaluation and comparison of bids 24 31 Qualification and Evaluation Criteria 25 F. FINANCIAL EVALUATION 26 32 Comparison of major rates of items of construction & credibility of tenderers rates Award 26 33 Preference for domestic bidders 26 G. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 26 34 Award 27 35 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS accept any bid and to reject any or all bids 27 36 Notification of award 27 37 Performance security 27 38 Signing of agreement 28 39 Contract Effectiveness 28 40 Execution of Works 28 CONDITIONS OF TENDERERS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeBIDDERS

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot Section Page ------- ---- PREFACE 1 – Software 6 Lot AGREEMENT 1 RECITALS 1 DEFINITIONS and ACRONYMS 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR GENERAL TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 2 1. Reservation of Rights to Appeal or Petition for Reconsideration 2 2. Provision of Local Service and Unbundled Network Elements 2 3. Term of Agreement; Transitional Support 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required 4. Good Faith Efforts 35 Monthly MWBE Contractor Performance 5 5. Option to Obtain Local Services or Network Elements Under Other Agreements 5 6. Responsibility of Each Party 5 7. Governmental Compliance Report 35 Breach of Contract 5 8. Responsibility For Environmental Contamination 6 9. Regulatory Matters 7 10. Liability and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT Indemnity 8 11. Audits and Inspections 10 12. Service Performance Measures and Related Remedies 12 13. Uncollectible or Unbillable Revenues 13 14. Customer Credit History 13 15. Force Majeure 14 16. Certain State and Local Taxes 15 17. Alternative Dispute Resolution 15 18. Notices 16 19. Confidentiality and Proprietary Information 17 20. Branding 19 21. Miscellaneous 19 ATTACHMENTS Attachment 1 Definitions Attachment 2 Acronyms Attachment 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATAAlternative Dispute Resolution Attachment 4 Directory Listing Requirements Attachment 5 Local Services Resale Attachment 6 Specifications, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies Service Descriptions and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Implementation Schedule for Unbundled Network Elements Attachment 7 Network Element Combinations Attachment 8 Pricing Attachment 9 Access to Verigate and LEX Operations Support Systems Attachment 10 Ancillary Functions Attachment 11 Provisioning and Ordering Attachment 12 Maintenance Attachment 13 Connectivity Billing and Recording Attachment 14 Provision of Customer Usage Data 37 Contractor Access to Data 37 Data Location Attachment 15 Local Number Portability and Number Assignment Attachment 16 Security Attachment 17 Service Performance Measures and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeRemedies Attachment 18 Interconnection

TABLE OF CONTENTS. Introduction TABLE OF CONTENTS i INSTRUCTIONAL STAFF DIRECTORY 1 ADMINISTRATION, SUPERVISION & SUPPORT PERSONNEL 2 BOARD OF EDUCATION OFFICERS & MEMBERS 2 2021-2022 SCHOOL CALENDAR 3 DAILY SCHEDULE OF CLASS PERIODS 4 ACADEMIC ACHIEVEMENT 5 ACTIVITIES 5 ANNOUNCEMENTS & BULLETIN BOARDS 6 OVERVIEW ATTENDANCE & HOMEWORK REQUESTS 6 BACKPACKS/BOOK BAGS/PURSES 9 BEHAVIORAL EXPECTATIONS 9 BUSING/TRANSPORTATION 10 CANCELLATION OF SCHOOL 12 CHILD CARE 12 CHROMEBOOK USAGE AGREEMENT 12 COLLEGE-TECH SCHOOL VISITATIONS 13 COMPLAINTS 13 CONDUCT AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 COURTESY 13 COURSES OFFERED OUTSIDE NORMAL CURRICULUM 16 COVID-19 16 DIRECTORY INFORMATION 16 DRESS 17 FAMILY ACCESS 18 FEES, FINES AND CHARGES 18 FIELD TRIPS 19 FIRST AID 19 (Continued on next page) GRADE PLACEMENT 19 GRADUATION REQUIREMENTS 20 HALL PASSES 20 HARASSMENT POLICY 20 HONORS PASS PROGRAM 21 LIBRARY PROCEDURES 22 LOCKERS AND LOCKS 22 LUNCH /BREAKFAST 23 MAJORITY AGE STUDENTS 23 MEDICATION AT SCHOOL 23 MONEY AT SCHOOL 24 MONEY AND ACCOUNTS – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves (information for the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Treasurer of Reseller(san organization) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 24 NON-STATE AGENCIES DISCRIMINATION POLICY AND EQUAL EDUCATION 24 OPTIONS PROGRAMS 24 PHYSICAL EDUCATION 25 PLAGIARISM 25 SCHEDULE CHANGES 26 SCHOOL SAFETY 26 SEMESTER EXAMS 26 SOCIAL REGULATIONS 27 SOLICITATION BY STUDENTS 27 SPECTATOR BEHAVIOR 27 STANDARDIZED TESTING 28 STUDENT PLANNERS 28 STUDENT SUPPORT SERVICES 28 TEACHER MAILBOXES 29 TECHNOLOGY USE/CODE OF CONDUCT 29 TEXTBOOK SERVICE 29 THREATS 29 (Continued on next page) TRAFFIC WITHIN SCHOOL 29 VISITORS TO SCHOOL 30 WEAPONS 30 WORK PERMIT 30 MISCELLANEOUS 30 HOW TO GET HELP WITH A CONCERN 31 STUDENT ACTIVITIES HANDBOOK INTRODUCTION 32 EXTRA CURRICULAR PARTICIPANTS 33 ELIGIBILITY 33 GENERAL RULES FOR PARTICIPATION IN CENTRALIZED CONTRACTS ACTIVITIES 34 CRITERIA FOR HOLDING AN OFFICE IN ANY ACTIVITY 36 WIAA RULES FOR PARTICIPATION IN ATHLETICS 36 ACTIVITY CODE PENALTIES 36 A. ALCOHOL, TOBACCO AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeVIOLATIONS 36

TABLE OF CONTENTS. Introduction INTRODUCTION 1 Who Must Complete Privacy and Confidentiality Training? 1 Learning Objectives 4 PRIVACY & SECURITY COMPLIANCE PROGRAM 5 DHS Privacy and Security Program Structure 5 ................................................................................................................................... 5 Roles & Responsibilities 6 OVERVIEW PATIENT INFORMATION PRIVACY LAWS 7 HIPAA 7 THE HIPAA OMNIBUS RULE 8 HITECH ACT 8 State Laws and Regulations 9 Regulatory Standards 9 PATIENT INFORMATION PRIVACY LAWS & RELATED PROCEDURES 10 What is Protected Health Information (PHI)? 10 Health Information Identifiers 11 Where can PHI be Found? 12 KEY COMPONENTS OF PATIENT INFORMATION PRIVACY LAWS 12 Patient Rights 13 Use and Disclosure of Patient Information 15 Use and Disclosure without Patient Authorization or Opportunity to Object 15 Use and Disclosure with Patient Opportunity to Agree or Object 16 Disclosures to Family and Friends 16 Use and Disclosure of Patient Information with Authorization 17 Photographing and Recording Patients 17 Incidental Disclosures 18 Disclosures to Media 18 Unauthorized Disclosure 18 Social Networking Sites 19 Access to PHI 19 Minimum Necessary Requirements 20 Inappropriate Access 20 Unauthorized Access 21 DHS PRIVACY AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for SoftwareSECURITY POLICIES 22 Acceptable Use Policy 22 SAFEGUARDS 22 Administrative Safeguards 22 Physical Safeguards 23 Technical Safeguards 23 POLICIES FOR SAFEGUARDING PHI 25 Faxing PHI 25 E-mailing Patient, HardwareConfidential, Cloudor Sensitive Information 25 Safeguarding in Public Areas 26 Storing and Saving ePHI 28 Computer Security 28 Destroying PHI. 29 PRIVACY AND SECURITY BREACH REPORTING 30 Reporting Privacy and/or Security Breaches 31 DISCIPLINARY ACTIONS AND PENALTIES 33 Disciplinary Actions 33 Civil and Criminal Penalties 33 HIPAA Civil and Criminal Penalties 33 State Civil and Criminal Penalties 34 CONSEQUENCES FOR POOR JUDGMENT 35 CONCLUSION 36 TEST YOUR KNOWLEDGE ANSWERS 37 ASSESSMENT QUESTIONS 41 ANSWER SHEET AND PROOF OF COMPLETION 45 Learning Objectives By reviewing the material in this handbook, you will: • Familiarize yourself with the Patient Privacy & Information Security component of the DHS Compliance Program. • Learn key elements of HIPAA, the Omnibus Rule, the HITECH Act, California privacy laws, and Implementation servicesother relevant laws and regulations. • Become aware of your responsibility to make sure you do not inappropriately acquire, view, access, use, or disclose patient information and other kinds of confidential information. • Recognize the importance of safeguarding patient and confidential information. • Learn how to recognize and report suspected privacy and security violations and other compliance issues. PRIVACY & SECURITY COMPLIANCE PROGRAM The DHS Privacy & Security Compliance Program is designed to ensure workforce compliance with all applicable laws, regulations, policies and standards that pertain to the privacy and security of patient health and other confidential information. The procurements shall objectives of this program are: • Establish and implement policies and procedures to guide the workforce in making good decisions when handling and using patient information. • Make the workforce aware of their responsibility to assure the privacy and security of patient health information and other confidential or sensitive data and records. • Provide the workforce with privacy and security awareness training. • Provide a mechanism for reporting violations and complaints. • Provide investigative support and oversight of mitigation efforts. DHS Privacy and Security Program Structure DHS Chief Compliance Officer DEPARTMENTAL INFORMATION SECURITY OFFICER (DISO) YOU employees, contract staff, affiliates, volunteers, trainees, students others DHS PRIVACY OFFICER FACILITY INFORMATION SECURITY COORDINATOR (FISC) FACILITY PRIVACY COORDINATOR As a member of DHS’ workforce, you may be competitive at the transactional level via Request for Quotations (RFQ) in contact with patient information and will allow other confidential or sensitive information, records and data in your everyday duties and responsibilities. No matter your job title or function, you are an Authorized User the ability to procure within any integral part of the LotsPatient Privacy & Information Security Program and its success depends on you. The program is comprised of the DHS Privacy Officer, or across LotsFacility Privacy Coordinator, Facility Information Security Coordinator (FISC), Departmental Information Security Officer (DISO), various committees, and most importantly, you as a member of the workforce. Contract ScopeRoles & Responsibilities Individuals at each facility oversee and coordinate specific responsibilities of the DHS Patient Privacy & Information Security Program.

TABLE OF CONTENTS. Introduction DEFINITIONS AND INCORPORATION BY REFERENCE Definitions 1 Other Definitions 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Incorporation by Reference of Trust Indenture Act 6 Contract Scope Rules of Construction 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Non-Recourse to the General Partner; No Personal Liability of Officers, Directors, Employees or Partners 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES SECURITIES Amount Unlimited; Issuable in Series 7 Denominations 10 DEFINITIONS Forms Generally 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Execution, Authentication, Delivery and Dating 10 Registrar and Paying Agent 12 Paying Agent to Hold Money in Trust 12 Holder Lists 12 Transfer and Exchange 13 Replacement Securities 14 Outstanding Securities 14 Original Issue Discount, Foreign-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 ECurrency Denominated and Treasury Securities 14 Temporary Securities 14 Cancellation 14 Payments; Defaulted Interest 14 Persons Deemed Owners 15 Computation of Interest 15 Global Securities; Book-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Entry Provisions 15 REDEMPTION Applicability of Contract Terms Article 17 Notice to the Trustee 17 Selection of Securities To Be Redeemed 18 Notice of Redemption 18 Effect of Notice of Redemption 18 Deposit of Redemption Price 19 Securities Redeemed or Purchased in Part 19 Purchase of Securities 19 Mandatory and Optional Sinking Funds 19 Satisfaction of Sinking Fund Payments with Securities 20 Redemption of Securities for Sinking Fund 20 COVENANTS Payment of Securities 20 Maintenance of Office or Agency 21 Condition SEC Reports; Financial Statements 21 Compliance Certificate 22 Existence 22 Waiver of Stay, Extension or Usury Laws 22 Additional Amounts 22 SUCCESSORS Limitations on Mergers and Consolidations 23 Successor Person Substituted 23 DEFAULTS AND REMEDIES Events of Default 24 Acceleration 26 Other Remedies 26 Waiver of Defaults 27 Control by Majority 27 Limitations on Suits 27 Rights of Holders to Receive Payment 28 Collection Suit by Trustee 28 Trustee May File Proofs of Claim 28 Priorities 29 Undertaking for Responding Costs 29 TRUSTEE Duties of Trustee 29 Rights of Trustee 30 May Hold Securities 31 Trustee’s Disclaimer 31 Notice of Defaults 31 Reports by Trustee to Authorized User Request for Quote 21 PURCHASE ORDERS Holders 32 Compensation and Indemnity 32 Replacement of Trustee 32 Successor Trustee by Merger, etc. 34 Eligibility; Disqualification 34 Preferential Collection of Claims Against the Partnership or a Subsidiary Guarantor 34 DISCHARGE OF INDENTURE Termination of the Partnership’s and the Subsidiary Guarantors’ Obligations 35 Application of Trust Money 38 Repayment to Partnership or Subsidiary Guarantor 38 Reinstatement 38 SUPPLEMENTAL INDENTURES AND INVOICING 21 PAYMENTS 22 MAINTENANCE AMENDMENTS Without Consent of Holders 39 With Consent of Holders 40 Compliance with Trust Indenture Act 41 Revocation and Effect of Consents 41 Notation on or Exchange of Securities 42 Trustee to Sign Amendments, etc. 42 SUBORDINATION OF SECURITIES AND SUPPORT PROVISIONS 22 Maintenance/Support GUARANTEE Applicability of Article; Agreement Provisions 22 Maintenance/Support To Subordinate 42 Liquidation, Dissolution, Bankruptcy 43 Default on Senior Indebtedness 43 Acceleration of Product 22 Obligations 22 Payment of Securities 44 When Distribution Must Be Paid Over 44 Subrogation 44 Relative Rights 44 Subordination May Not Be Impaired by Partnership 45 Rights of Trustee and Paying Agent 45 Distribution or Notice to Representative 45 Article X Not to Prevent Defaults or Limit Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote AdministrationAccelerate 45 Trust Moneys Not Subordinated 45 Trustee Entitled to Rely 46 Trustee to Effectuate Subordination 46 Trustee Not Fiduciary for Holders of Senior Indebtedness 46 Reliance by Holders of Senior Indebtedness on Subordination Provisions 46 GUARANTEE Unconditional Guarantee 47 Execution and Delivery of Guarantee 48 Limitation on Liability of the Subsidiary Guarantors 49 Release of Subsidiary Guarantors from Guarantee 49 Contribution 49 MISCELLANEOUS Trust Indenture Act Controls 50 Notices 50 Communication by Holders with Other Holders 51 Certificate and Opinion as to Conditions Precedent 51 Statements Required in Certificate or Opinion 51 Rules by Trustee and Agents 51 Legal Holidays 52 No Recourse Against Others 52 Governing Law 52 No Adverse Interpretation of Other Agreements 52 Successors 52 Severability 52 Counterpart Originals 52 Table of Contents, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT Headings, etc. 52 INDENTURE dated as of , 2006 among Energy Transfer Partners, L.P., a Delaware limited partnership (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSthe “Partnership”), New York State Procurement is responsible for developing Heritage Service Corp., Heritage Equity, L.L.C., Heritage Marketing, L.P., Heritage Operating, L.P., La Grange Acquisition, L.P., Five Dawaco, LLC, ET Company I, Ltd., Xxxxxxxx Transmission Company, Ltd., Whiskey Bay Gathering Company, Ltd., Whiskey Bay Gas Company, Ltd., TETC, LLC, Texas Energy Transfer Company, Ltd., LG PL, LLC, ETC Texas Pipeline, Ltd., ETC Texas Processing, Ltd., ETC Katy Pipeline, Ltd., ETC Gas Company, Ltd., LGM, LLC, ETC Marketing, Ltd., ETC Oasis GP, LLC, Oasis Pipeline, LP, ETC Oasis, L.P., Oasis Pipe Line Company, Oasis Pipe Line Finance Company, Oasis Partner Company, Oasis Pipe Line Management Company, Oasis Pipe Line Company Texas L.P., Energy Transfer Fuel GP, LLC, Energy Transfer Fuel, LP, HPL Holdings GP, L.L.C, HP Houston Holdings, L.P., HPL Consolidation LP, HPL Storage GP LLC, HPL Asset Holdings LP, HPL Leaseco LP, HPL GP, LLC, Houston Pipe Line Company LP, HPL Resources Company LP, HPL Gas Marketing LP and managing centralized Contracts for all New York State Authorized UsersHPL Houston Pipe Line Company, LLC. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwarecollectively, Hardware, Cloudthe “Subsidiary Guarantors”), and Implementation services[ ], a , as trustee (the “Trustee”). The procurements shall be competitive at Partnership and the transactional level via Request Subsidiary Guarantors have duly authorized the execution and delivery of this Indenture to provide for Quotations (RFQ) and will allow an Authorized User the ability issuance from time to procure within any time of the LotsPartnership’s debentures, notes, bonds or across Lotsother evidences of indebtedness to be issued in one or more series unlimited as to principal amount (herein called the “Securities”), and the Guarantee by each of the Subsidiary Guarantors of the Securities, as in this Indenture provided. Contract ScopeThe Partnership and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for its full, unconditional and joint and several guarantee of the Securities to the extent provided in or pursuant to this Indenture. All things necessary to make this Indenture a valid agreement of the Partnership, in accordance with its terms, have been done.

TABLE OF CONTENTS. Introduction SECTION 1 Sale and Conveyance of Mortgages; Possession of Mortgage File 2 SECTION 2 Books and Records; Certain Funds Received After the Cut-Off Date 3 SECTION 3 Delivery of Mortgage Loan Documents; Additional Costs and Expenses 4 SECTION 4 Treatment as a Security Agreement 6 OVERVIEW AND PURPOSE OF THIS CONTRACT SECTION 5 Covenants of the Seller 7 SECTION 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Representations and Warranties 11 SECTION 7 Lot 3 – Cloud Review of Mortgage File 22 SECTION 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Conditions to Closing 22 SECTION 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES Closing 24 SECTION 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Expenses 24 SECTION 11 Severability of Provisions 25 SECTION 12 Governing Law 25 SECTION 13 Waiver of Jury Trial 25 SECTION 14 Submission to Jurisdiction 25 SECTION 15 No Third-Party Beneficiaries 26 SECTION 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Assignment 26 SECTION 17 Notices 26 SECTION 18 Amendment 26 SECTION 19 Counterparts 26 SECTION 20 Exercise of Rights 27 SECTION 21 No Partnership 27 SECTION 22 Miscellaneous 27 SECTION 23 Further Assurances 27 SECTION 24 Recognition of U.S. Special Resolution Regimes 27 SECTION 25 Electronic Signatures 28 Annex A Co-sponsored Mortgage Loans Annex B Mortgage Loans That Do Not Have a Due Date in the Month of the First Distribution Date Annex C Retained Uncertificated Interests and/or Class VRR Certificates Exhibit A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 EMortgage Loan Schedule Exhibit B Mortgage Loan Representations and Warranties Schedule B-1 List of Mortgage Loans with Existing Mezzanine Debt Schedule B-2 List of Mortgage Loans with Future Permitted Mezzanine Debt Schedule B-3 List of Cross-RATE 18 NEW YORK STATE RIGHTS 18 Collateralized and Cross-Defaulted Mortgage Loans Exhibit C Exceptions to Mortgage Loan Representations and Warranties Exhibit D Form of Seller Certificate Exhibit E Outside Serviced Mortgage Loan Provisions Exhibit F Form of Diligence File Certification Exhibit G Form of Power of Attorney Exhibit H Notices Exhibit I Representations and Warranties for Trust Subordinate Companion Loan This Mortgage Loan Purchase Agreement (“Agreement”), dated as of July 1, 2024, is between BMO Commercial Mortgage Securities LLC, a Delaware limited liability company, as purchaser (the “Purchaser”), and Xxxxxxx Xxxxx Mortgage Company, a New York State reserves limited partnership, as seller (the right “Seller”). Capitalized terms used in this Agreement and not defined herein (unless otherwise specified) shall have the meanings ascribed to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions them in the Pooling and Servicing Agreement, dated as of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote AdministrationJuly 1, Maintenance 2024 (the “Pooling and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSServicing Agreement”), New York State Procurement is responsible for developing between the Purchaser, as depositor (in such capacity, the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Argentic Services Company LP, as special servicer (in such capacity, the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology as asset representations reviewer (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwarein such capacity, Hardware, Cloudthe “Asset Representations Reviewer”), and Implementation servicesComputershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee (in such capacity, the “Trustee”), pursuant to which the Purchaser will transfer the Mortgage Loans (as defined herein), together with certain other commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Other Loans”), to a trust fund (the “Trust Fund”). The procurements shall be competitive In exchange for the Mortgage Loans and the Other Loans, the Trust Fund will issue, to or at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any direction of the LotsDepositor, or across Lots. Contract Scopecertificates to be known as BMO 2024-C9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-C9 (collectively, the “Certificates”), and any Uncertificated Interests (if applicable).

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE ARTICLE PAGE I Scope and Purpose 1 II Union Recognition 3 III Management Functions 4 IV Union Representation 5 V No Discrimination 8 VI Union Membership, Security, Facilities and Information 11 VII No Strike/Lockout 14 VIII Grievance Procedure 15 IX Discipline, Suspension and Discharge 23 X Assignment of Work 26 XI Postings and Appointments 27 XII Course Cancellation 34 XIII Performance Evaluations 34 XIV Wages 37 XV Office Space and Facilities 39 XVI Health and Safety 39 XVII Leaves of Absence 42 XVIII Vacations and Holidays 47 XIX Benefits 47 XX Seniority 50 XXI Academic Freedom 52 XXII Technological Change 53 XXIII Duration 54 Wages Schedule A 55 Schedule B 55 Schedule C: 56 Music Instructors 56 Professional Development Reimbursement 56 TABLE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot CONTENTS (Continued) Appendix ‘A’ Policy on Aids 57 Appendix ‘B’ Definition of Sexual and Gender Harassment 58 Appendix ‘C’ Sessional Job Posting 59 Appendix ‘D’ General Application Form 60 Appendix ‘E’ Notice of Application 61 Appendix ‘F’ Sessional Lecturer Offer of Appointment - Unit 2 62 Letter of Understanding #1 – Software 6 Lot - Pro-rating 63 Letter Of Understanding #2 – Hardware 7 Lot - Sessional Appointments and Student Stipends 64 Letter of Understanding #3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions First Right of Reseller(s) Participation 21 Designation Refusal 65 Letter of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot Understanding #4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER Campus Resources 67 Letter of Understanding #5 - Employment Insurance 68 Letter of Understanding #6 - Application for Positions 69 Letter of Understanding #7 - Grievance Procedure 70 Letter of Understanding # 8 - Reading Course Work Assignments 71 Letter of Understanding #9 - International Day of Mourning 73 Letter of Understanding #10 - Online Posting and Application Process 74 Letter of Understanding #11 - Student Evaluations 76 Statement on Quality of Education 77 COLLECTIVE AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach ENTERED INTO in the City of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer Guelph in the Province of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any Ontario as of the Lots, or across Lots29th day of November 2008. Contract ScopeBETWEEN: THE UNIVERSITY OF GUELPH (hereinafter called the “University”) THE CANADIAN UNION OF PUBLIC EMPLOYEES & ITS LOCAL 3913 (UNIT # 2) (hereinafter called the “Union”) Expires the 31st day of August 2009.

TABLE OF CONTENTS. Introduction A. GENERAL 13 1 Scope of bid 13 2 Source of funds 13 3 Corrupt Practices 13 4 Eligible bidders 134 5 Qualification of the bidder 14 6 OVERVIEW One bid per bidder 15 7 Cost of Bidding 15 8 Site Visit 155 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 17 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 19 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction A. GENERAL 12 1 Scope of bid 12 2 Source of funds 12 3 Corrupt Practices 13 4 Eligible bidders 13 5 Qualification of the bidder 13 6 OVERVIEW One bid per bidder 13 7 Cost of Bidding 14 8 Site Visit 14 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 16 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 18 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 SUBPART A. General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION CLAUSE 1. EFFECTIVE DATE 3 CLAUSE 2. BUDGET PERIOD/PERIOD OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 3 CLAUSE 3. COMPLIANCE WITH FEDERAL, STATE STATE, AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE MUNICIPAL LAW 3 CLAUSE 4. INCONSISTENCY WITH FEDERAL LAW 3 CLAUSE 5. ORDER OF PRECEDENCE 3 CLAUSE 6. FEDERAL STEWARDSHIP AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT SUBSTANTIAL INVOLVEMENT 4 CLAUSE 7. NEPA REQUIREMENTS 6 CLAUSE 8. PERFORMANCE OF WORK IN UNITED STATES 7 CLAUSE 9. EQUIPMENT PURCHASES 7 CLAUSE 10. LOBBYING 8 CLAUSE 11. EXPORT CONTROLS 8 CLAUSE 12. PUBLICATIONS 8 CLAUSE 13. NO-COST EXTENSION 9 CLAUSE 14. PROPERTY – IMPLEMENTATION SPECIFIC TERMS SUPPLIES AND CONDITIONS 41 REQUEST FOR QUOTATION EQUIPMENT 9 CLAUSE 15. RECORD RETENTION 10 CLAUSE 16. AUDITS 10 CLAUSE 17. CLAIMS, DISPUTES, AND APPEALS 11 SUBPART B. Financial Provisions 12 CLAUSE 18. MAXIMUM OBLIGATION 12 CLAUSE 19. COST SHARING 12 CLAUSE 20. REFUND OBLIGATION 13 CLAUSE 21. ALLOWABLE COSTS 13 CLAUSE 22. INDIRECT COSTS 14 CLAUSE 23. PRE-AWARD COSTS 14 CLAUSE 24. PATENT COSTS 15 CLAUSE 25. PAYMENT PROCEDURES 16 CLAUSE 26. BUDGET CHANGES 19 SUBPART C. Miscellaneous Provisions 20 CLAUSE 27. CORPORATE FELONY CONVICTION AND FEDERAL TAX LIABILITY ASSURANCES 20 CLAUSE 28. NON-ASSIGNABILITY 20 CLAUSE 29. RESERVED 20 CLAUSE 30. RESERVED 20 CLAUSE 31. RESERVED 20 APPENDIX A: 21 APPENDIX B: 25 Subpart A. General Provisions EFFECTIVE DATE The effective date of this Award is stated in Block 27 of the Cover Page (RFQAssistance Agreement Form). BUDGET PERIOD/PERIOD OF PERFORMANCE The budget period and period of performance are stated in Block 7 of the Cover Page (Assistance Agreement Form) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials to this Award. COMPLIANCE WITH FEDERAL, STATE, AND MUNICIPAL LAW The Prime Recipient is required to comply with applicable Federal, state, and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing local laws and managing centralized Contracts regulations for all New York State Authorized Userswork performed under this Award. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User The Prime Recipient is required to procure from specific Lots for Softwareobtain all necessary Federal, Hardware, Cloudstate, and Implementation services. The procurements shall be competitive at the transactional level via Request local permits, authorizations, and approvals for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scopeall work performed under this Award.

TABLE OF CONTENTS. Introduction 6 OVERVIEW INTRODUCTION 1 EDUCATIONAL SUPPORT PROFESSIONAL (ESP) 1 DEFINITIONS 1 RECRUITMENT 1 HIRING OF EDUCATIONAL SUPPORT PROFESSIONALS 2 PERSONNEL RECRUITING, POSTING & HIRING 2 STAFF MEDICAL EXAMINATIONS 3 APPOINTMENT PROCEDURES FOR FULL-TIME ESP PERSONNEL 3 ANNIVERSARY DATES 3 SALARIES & PAYROLL DIRECT DEPOSIT 4 ESP PROBATIONARY STATUS 4 ESP STAFF EVALUATION 4 PERSONNEL RECORDS 4 STAFF ORIENTATION AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5IN-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 5 NON-STATE AGENCIES DISTRICT EMPLOYMENT 5 WORKSHOPS 5 MILEAGE REIMBURSEMENT 5 RESIGNATIONS 5 PUBLIC EMPLOYEES’ RETIREMENT ASSOCIATION (PERA) 6 CAUSES FOR IMMEDIATE DISMISSAL OF ESP 6 TAX-DEFERRED ANNUITIES (TDA) 7 LONG-TERM DISABILITY INSURANCE 7 HEALTH CARE POLICIES 8 CAFETERIA 125 PLAN 8 FLEXIBLE SPENDING CARD 9 DENTAL CARE 9 EMPLOYEE ASSISTANCE PROGRAM (EAP) 9 MEDICARE CONTRIBUTIONS 9 LIFE INSURANCE AND ACCIDENTAL DEATH AND DISMEMBERMENT 10 UNEMPLOYMENT INSURANCE 10 PROFESSIONAL LIABILITY INSURANCE 10 PERSONAL PROPERTY INSURANCE PLAN 10 HOLIDAYS 10 EMPLOYEE VACATION 11 ABSENCES 11 FAMILY AND MEDICAL LEAVE 11 CUMULATIVE LEAVE AND SEVERANCE PAY 13 BEREAVEMENT LEAVE 14 SICK LEAVE BANK 14 CIVIC DUTY LEAVE 15 PERSONAL INJURY LEAVE 15 WORKERS’ COMPENSATION 15 ASSIGNMENT, REASSIGNMENT, TRANSFERS AND SALARY XXXXXXXXX 00 FLOATER POSITIONS 16 INTERPRETER PAY 16 STUDENT SUPERVISION OF ESP STAFF 16 ESP STAFF PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION POLITICAL ACTIVITIES 17 STAFF PARTICIPATION IN COMMUNITY ACTIVITIES 17 STAFF VOTING 17 STAFF CONFLICTS OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND INTEREST 18 ADMINISTRATIVE PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity ADMINISTERING MEDICINE 18 INFECTION CONTROL POLICY 18 SEXUAL HARASSMENT POLICY 20 CRITICAL DEADLINES TO REMEMBER 23 APPENDIX A- WORKERS' COMPENSATION FORMS 25 INTRODUCTION‌ The purpose of this handbook is to provide a quick reference of benefits, policies and administrative procedures that directly affect ESP employees of Westminster Public Schools. This handbook will be available to ESP employees via the intranet, new employee orientation, and a copy will be available for review in each school/department and the administration office. Any questions regarding this Handbook should be directed to the Human Resources Department. EDUCATIONAL SUPPORT PROFESSIONAL (EEOESP) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach Board of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Education Policy #GD Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIPregulations in this GD section (ESP) pertain to Educational Support Professional staff and cover all categories of staff such as secretaries, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location building aides, instructional assistants, clerical personnel, food services personnel, maintenance and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADEScustodial personnel, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudbus drivers, and Implementation servicesany administrative personnel not requiring a professional certificate or license. The procurements shall be competitive at the transactional level via Request for Quotations Adopted: November 28, 1995 Revised: June 26, 2012 DEFINITIONS EDUCATIONAL SUPPORT PROFESSIONAL An Educational Support Professional (RFQESP) includes all categories of service personnel: clerical, food service, maintenance, custodial, transportation, warehouse, and will allow an Authorized User the ability to procure within any other positions that do not require a Colorado Department of the Lots, Education license or across Lots. Contract Scopecertificate.

TABLE OF CONTENTS. Introduction Page INTRODUCTION 1 No Pledge of Retirement System Assets or of Proceeds of the 2006 Certificates 2 Investment Considerations 3 Defined Terms 3 Underlying Documents 3 THE CITY 3 Governmental Structure 3 Economic Characteristics 3 Current Fiscal Situation 4 Financial Controls and Accounting 5 PLAN OF FINANCE. 5 Constitutional, Statutory and Ordinance Authority for Payment of UAAL and Issuance of the 2006 Certificates 6 OVERVIEW Swap Agreements 8 Sources and Uses of Funds 9 SOURCES OF PAYMENT AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM SECURITY FOR THE SCOPE OF THIS CONTRACT 2006 CERTIFICATES 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES THE 2006 CERTIFICATES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5The Series 2006-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact Certificates (Fixed Rate) 10 The Series 2006-B Certificates (Floating Rate) 12 Selection of 2006 Certificates for Redemption 15 Notice of Redemption 16 Global Book-Entry System 16 Registration and Payment of 2006 Certificates 16 2006 COP SERVICE PAYMENTS 16 2006 CERTIFICATE INSURANCE 18 Emergency Contact 2006 SERVICE CONTRACT ADMINISTRATION 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves THE SERVICE CORPORATIONS AND THE 2006 FUNDING TRUST 20 UNDERWRITING 21 Global Plan of Distribution 22 Reference Information about the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST 2006 Certificates 22 RATINGS 22 FINANCIAL ADVISORS 23 INDEPENDENT ACCOUNTANTS 23 TRUSTEE AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions ADMINISTRATOR 23 LEGAL MATTERS 23 LITIGATION 24 UNITED STATES FEDERAL TAX CONSIDERATIONS 26 Tax Status of Reseller(sthe 2006 Funding Trust 27 Tax Status of the 2006 COP Service Payments under the 2006 Service Contracts 27 Agreements Regarding Tax Status of the 2006 Funding Trust and 2006 COP Service Payments under the 2006 Service Contracts 27 Tax Status of the Service Corporations 28 U.S. 2006 Certificateholders 28 Non-U.S. 2006 Certificateholders 29 Information Reporting and Backup Withholding 30 State and Other Tax Considerations 30 ERISA Considerations 31 CONTINUING DISCLOSURE 33 APPENDIX A: Summary of Certain Provisions of the 2006 Service Contracts, the Contract Administration Agreement and the Trust Agreement ...................................................................................................................................................................... A-1 APPENDIX B: Information Concerning the City of Detroit, Michigan .................................................................................................................. B-1 APPENDIX C: Comprehensive Annual Financial Report of the City of Detroit, Michigan for the Fiscal Year Ended June 30, 2005, including Audited Basic Financial Statements of the City for Such Fiscal Year ........................................................................... C-1 APPENDIX D: Global Book-Entry System .............................................................................................................................................................. D-1 APPENDIX E: Information about Financial Guaranty Insurance Company, including Form of its 2006 Certificate Insurance Policy................................................................................................................................................................................................ E-1 APPENDIX F: Information about XL Capital Assurance Inc., including Form of its 2006 Certificate Insurance Policy ......................................F-1 APPENDIX G: Expected Form of Legal Opinion of 2006 Certificate Counsel....................................................................................................... G-1 APPENDIX H: Continuing Disclosure Undertaking ................................................................................................................................................ H-1 issued by the DETROIT RETIREMENT SYSTEMS FUNDING TRUST 2006 evidencing undivided proportionate interests in the rights to receive certain payments pursuant to two Service Contracts between CITY OF DETROIT, MICHIGAN and DETROIT GENERAL RETIREMENT SYSTEM SERVICE CORPORATION and DETROIT POLICE AND FIRE RETIREMENT SYSTEM SERVICE CORPORATION $148,540,000 SERIES 2006-A (FIXED RATE) $800,000,000 SERIES 2006-B (FLOATING RATE) INTRODUCTION This Offering Circular sets forth information concerning the Certificates of Participation 21 Designation Series 2006-A in the original aggregate principal amount of Reseller(s$148,540,000 (Series 2006-A Certificates) 21 Responsibility for Reporting/Performance 21 Applicability and the 2006 Certificates of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support Participation Series 2006-B in the original aggregate principal amount of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE$800,000,000 (Series 2006-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, CloudB Certificates, and Implementation servicescollectively with the Series 2006-A Certificates, 2006 Certificates) issued by the Detroit Retirement Systems Funding Trust 2006 (2006 Funding Trust) to be formed under the Trust Agreement described below. The procurements shall 2006 Certificates evidence individual undivided proportionate interests in the rights to receive certain payments (2006 COP Service Payments) to be competitive at made by the transactional level via Request for Quotations City of Detroit, Michigan (RFQCity) and will allow an Authorized User the ability to procure within any under two Service Contracts of the LotsCity, or across Lots. namely, its (i) Detroit General Retirement System Service Contract Scope2006 (2006 GRS Service Contract) with the Detroit General Retirement System Service Corporation, and

TABLE OF CONTENTS. Introduction TABLE OF CONTENTS i INSTRUCTIONAL STAFF DIRECTORY 1 ADMINISTRATION, SUPERVISION & SUPPORT PERSONNEL 2 BOARD OF EDUCATION OFFICERS & MEMBERS 2 2019-2020 SCHOOL CALENDAR 3 DAILY SCHEDULE OF CLASS PERIODS 4 SCHOOL DISTRICT FLOOR PLAN 5 ACADEMIC ACHIEVEMENT 6 OVERVIEW ACTIVITIES 6 ANNOUNCEMENTS & BULLETIN BOARDS 7 ATTENDANCE & HOMEWORK REQUESTS 7 BACKPACKS/BOOK BAGS/PURSES 10 BEHAVIORAL EXPECTATIONS 10 BUSING/TRANSPORTATION 11 CANCELLATION OF SCHOOL 13 CHILD CARE 13 CHROMEBOOK USAGE AGREEMENT 13 COLLEGE-TECH SCHOOL VISITATIONS 14 CONDUCT AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 COURTESY 14 COUNSELING SERVICES 17 DIRECTORY INFORMATION 17 DRESS 17 FAMILY ACCESS 19 FEES, FINES AND CHARGES 19 FIELD TRIPS 19 FIRST AID 20 GRADE PLACEMENT 20 (Continued on next page) GRADUATION REQUIREMENTS 21 HALL PASSES 21 HARASSMENT POLICY 21 HONORS PASS PROGRAM 22 LIBRARY PROCEDURES 23 LOCKERS AND LOCKS 23 LUNCH/BREAKFAST 24 MAJORITY AGE STUDENTS 24 MEDICATION AT SCHOOL 24 MONEY AT SCHOOL 25 MONEY AND ACCOUNTS – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves (information for the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Treasurer of Reseller(san organization) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 25 NON-STATE AGENCIES DISCRIMINATION POLICY AND EQUAL EDUCATION 25 OPTIONS PROGRAMS 25 PHYSICAL EDUCATION 26 PLAGIARISM 26 SCHEDULE CHANGES 27 SCHOOL SAFETY 27 SEMESTER EXAMS 27 SOCIAL REGULATIONS 28 SOLICITATION BY STUDENTS 28 SPECTATOR BEHAVIOR 29 STANDARDIZED TESTING 29 STUDENT PLANNER 29 TEACHER MAILBOXES 29 TECHNOLOGY USE/CODE OF CONDUCT 30 TELEPHONE MESSAGE PROCEDURES 30 TEXTBOOK SERVICE 30 THREATS 30 TRAFFIC WITHIN SCHOOL 30 (Continued on next page) TRITON/ONLINE COURSES 30 VISITORS TO SCHOOL 31 WEAPONS 31 WORK PERMIT 31 MISCELLANEOUS 31 HOW TO GET HELP WITH A CONCERN 32 STUDENT ACTIVITIES HANDBOOK INTRODUCTION 33 EXTRA CURRICULAR PARTICIPANTS 34 ELIGIBILITY 34 GENERAL RULES FOR PARTICIPATION IN CENTRALIZED CONTRACTS ACTIVITIES 35 CRITERIA FOR HOLDING AN OFFICE IN ANY ACTIVITY 36 WIAA RULES FOR PARTICIPATION IN ATHLETICS 37 ACTIVITY CODE PENALTIES 37 A. ALCOHOL, TOBACCO AND EXTENSION DRUGS VIOLATIONS 37 B. CONDUCT UNBECOMING TO A STUDENT VIOLATIONS 39 C. REPORTING OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS A VIOLATION 40 CONTRACTOR PERFORMANCE AUDIT D. STUDENT SELF DISCLOSURE 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION E. INVESTIGATION PROCESS 41 BACKGROUND CHECKS APPEAL PROCESS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development BULLYING/HARASSMENT INCIDENT REPORT FORM 42 STUDENT AND ACTIVITY HANDBOOK AGREEMENT FORM 44 INSTRUCTIONAL STAFF DIRECTORY Xxxxxxxxx, Xx. Xxxxxxx Music Xxxxxxxx,Xx. Xxxxx HS/MS Math Xxxxx, Mrs. Xxxxxxxx HS/MS Science Xxxxxx-Xxxxx, Xxx. Xxxxxx Xxxxxxxxx Xxxxxxx, Mrs. Xxxxx MS/HS Business Xxxxxxx, Xx. Xxxxxx HS Resource Xxxxxxx, Mrs. Xxxxxxxxx XXX/MS/HS Resource Xxxxxx, Mrs. Xxxxx HS/XX. Xxx Xx Xxxxxxxx-Xxxxxxx, Mrs. Xxxx MS/HS Band Xxxxxx, Xx. Xxxxx XX Xxxx Xxxxxxxxxxxxx, Mr. Xxx Health and Phy Xx Xxxxxxxxxxxxx, Mrs. Xxxxx XX Xxxxxxx Xxxxxx-Xxxxx, Mr. Xxxx Xxxxxxx/ASP Coordinator Xxxxx, Mrs. Xxxxx 6th Gr. Math/Reading/Science/8th Gr. Science Xxxxx, Mrs. Xxxx Agriculture Xxxxxxxxx, Xx. Xxxx HS Science Xxxxxx, Xxx. Xxxxx MS/HS English Szwet, Mr. Xxxxx 8th Gr./HS Tech Xx Xxxxxx, Mr. Xxxxx MS Social Studies Xxxxxx, Mrs. Xxxxxxx XX Xxxxxxx/Triton Coordinator Xxxxxxxx, Mrs. Xxx MS Resource Xxxxxxxx, Ms. Xxxxxx MS/HS Art Xxxxx, Mr. Xxxxx HS Social Studies ADMINISTRATIVE, SUPPORT & DISTRICT STAFF ADMINISTRATION Xxx. Xxxxx Xxxxxx District Administrator PH: 920-842-2178 ext. 1042 Xxx. Xxxxxx Xxxx Principal PH: 920-842-2181 ext. 1004 Xxx. Xxxxxxxx Xxxxx Director of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation Special Education/PST/Director of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized UsersCurriculum PH: 920-842-2178 ext. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope1181

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware BEVERAGE SELECTIONS PAGE 8 COLD HORS D’OEUVRES PAGE 10 HOT HORS D’OEUVRES PAGE 11 BALLPARK & PUB HORS D’OEUVRES PAGE 12 PLATED ENTREES PAGE 14 VEGETARIAN OPTIONS PAGE 16 SALAD, SOUP & BREAD SELECTIONS PAGE 17 VEGETABLE & STARCH SELECTIONS PAGE 18 THEMED BUFFETS PAGE 20 APPETIZER SPREADS PAGE 23 BREAKFAST OPTIONS PAGE 24 PARKVIEW FIELD ALL-INCLUSIVE PACKAGE PAGE 26 EVENT SPACE RENTAL PAGE 27 PARKVIEW FIELD STAFFING & TECHNOLOGY PAGE 28 VIDEO BOARD PAGE 29 RIBBON BOARDS & CONCOURSE DISPLAYS PAGE 30 PARKVIEW FIELD “EXTRAS” PAGE 31 CONTACT PARKVIEW FIELD FOR YOUR NEXT EVENT! Xxxxx Xxxxx • Special Events Manager (000) 000-0000 • xxxxx@xxxxxxx.xxx at Parkview Field BEVERAGE SELECTIONS PACKAGED BEER Premium - $8 Angry Orchard Xxxx’x Oberon (seasonal) Xxxx’x Two-Hearted Blue Moon Belgian White Corona Extra Leinenkugel’s Summer Shandy (seasonal) Domestic - $7 Lot 3 – Cloud Mad Xxxxxxx Seasonal Sierra Nevada Sun King Sun Light White Claw Black Cherry White Claw Mango Bud Light Budweiser Coors Light DRAFT BEER Premium - $9 Michelob Ultra Xxxxxx Lite Yuengling Lager Yuengling Flight Xxxx’x Two-Hearted Ale Blue Moon Belgian White Leinenkugel’s Summer Shandy (seasonal) Domestic - $8 Lot 4 – Implementation Services Mad Xxxxxxx Summer Daze (seasonal) Modello Especial Sierra Nevada Hazy Budweiser Bud Light Coors Light Michelob Ultra Xxxxxx Lite Yuengling Lager Yuengling Flight Heineken 0.0 Non-Alcoholic Beer - $5 BEER KEGS (110 - 16 oz. cups per keg) Specialty/Craft Beer - $450 Requests will be determined on availability Premium - $400 Xxxx’x Two-Hearted, Blue Moon, Leinenkugel’s Seasonal, Mad Anthony’s, or specialty requests Domestic - $350 Bud Light, Budweiser, Coors Light, Michelob Ultra, Xxxxxx Lite, Yuengling Lager, or other options available by request WINE $7 per glass • $23 per bottle House Cabernet Sauvignon House Chardonnay House Moscato House Pinot Grigio House Merlot $9 per glass • $35 per bottle Black Oak Cabernet Sauvignon Black Oak Chardonnay Black Oak Pinot Grigio Xx Xxxxxxxxx Xxxxxxx SPECIALTY DRINKS Two-Ee’s Wine Slushy - $9 $55 per batch (10 drinks) TOASTS Champagne - $30/bottle Sparkling Apple Juice - $15/bottle at Parkview Field BEVERAGE SELECTIONS PREMIUM LIQUOR Hosted Event: Starting at $40/person per drink: $8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES - Single • $11 - Double Chivas Regal Scotch Crown Royal Xxx Xxxxx Xxxxxxx Grey Goose Vodka Xxxxxxx Irish Whiskey Tanqueray Gin COGNAC & CORDIALS Amaretto Disaronno Xxxxxx’x Irish Cream Grand Marnier Xxxxxxxx Jagermeister Xxxxxx MIXERS Woodford Reserve Bourbon CALL LIQUOR Hosted Event: Starting at $35/person per drink: $7 - Single • $10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5- Double Absolut Vodka Bacardi Superior Rum Beefeater Gin Canadian Club Whiskey Pepsi Diet Pepsi STARRY Tonic Water Club Soda Sweet & Sour Mix Cranberry Juice Grapefruit Juice Orange Juice Pineapple Juice French Lick Resort Bloody Xxxx Mix Captain Xxxxxx Spiced Rum J & B Scotch Xxxx Xxxxxxx No. 7 Xxx Xxxx Bourbon Xxxx Xxxxxx Tequila Malibu Rum Seagram’s 7 Whiskey OTHER OPTIONS Pepsi Products - $3/can Aquafina Water - $3/half-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 Eliter bottle Lemonade - $15/gallon Iced Tea - $15/gallon Coffee - $20/gallon Hot Chocolate - $20/gallon or $1/bag Hot Tea - $1/bag at Parkview Field COLD HORS D’OEUVRES All items displayed in 100 piece servings, (*) May also be Xxxxxx passed GULF SHRIMP CUP* - $400 Two shrimp tails with our spicy cocktail sauce and a lemon garnish SALAMI CORONETS* - $195 Salami sliced thin, folded and filled with an herbed cream cheese with a fresh herb & carrot garnish XXXXXX XXXXXXXXXX* - $150 Diced fresh roma tomatoes, fresh shredded mozzarella and basil tossed with olive oil and red onions. Served on a sliced toasted baguette XXXXXXXXXX, XXXXXX, & XXXXX XXXXXXX* - $195 Mozzarella ball topped with a cherry tomato and basil, then drizzled with balsamic vinaigrette ANTIPASTO VEGETABLE SKEWERS* - $200 Handmade fresh mozzarella cheese, sundried tomatoes, artichoke hearts and Kalamata olives. Drizzled with roasted tomato vinaigrette ROASTED BROCCOLI CROSTINI - $150 Roasted broccoli pieces topped with sharp cheddar and bacon on a creamy herbed cheese spread SOUTHWEST BLACK BEAN PINWHEELS* - $175 Black beans mixed with a Southwest-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES inspired cream cheese TRADITIONAL COCKTAIL SANDWICHES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions $300 Assorted appetizer-sized sandwiches (your choice of Reseller(s3): turkey, ham, roast beef, chicken salad, egg salad or vegetable (cucumber, squash & sprouts) Participation 21 Designation CHARCUTERIE - $525 (serves 100 guests) Assorted display of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administrationmeat (pancetta, Maintenance hard pepperoni, prosciutto, capicola and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSuncured genoa salami), New York State Procurement is responsible for developing cheese (Gruyere, Havarti, smoked gouda, provolone, mild Swiss and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for SoftwareChevre), Hardwaredried apricots, Cloudolives, nuts, and Implementation servicesassorted crackers with olive tapenade COLD HORS D’OEUVRE DISPLAYS All items serve 25 guests PREMIUM CHEESE DISPLAY: $140 Chef Selection: Chevre, smoked gouda, Havarti, Gruyere, Gournay. The procurements shall All served with crackers DOMESTIC CHEESE DISPLAY: $100 Cheddar, Swiss and xxxxxx xxxx cheeses. All served with crackers FRESH FRUITS AND SEASONAL BERRIES - $85 GARDEN VEGETABLE PLATTER WITH RANCH - $75 Celery sticks, baby carrots, broccoli, cauliflower, grape tomatoes, served with ranch dip VEGETABLE PLATTER WITH HUMMUS - $75 Celery sticks, sliced squash, zucchini, baby carrots, red peppers and cucumber slices. Served with roasted red pepper hummus at Parkview Field HOT HORS D’OEUVRES All items displayed in 100 piece servings, (*) May also be competitive Xxxxxx passed BACON WATER CHESTNUTS* - $220 Thick-cut bacon wrapped water chestnuts SPRING ROLLS - $200 A flaky wrapper with vegetables and Asian spices. Served with a sweet & sour sauce CRISPY BATTERED GREEN BEANS - $100 Fried whole green beans coated with a toasted onion batter served with a bistro sauce SPANAKOPITA* - $225 Spinach and cheese phyllo, served with a strawberry prosecco sauce MINI POTATO CAKES - $100 Medallion-shaped shredded potato patties served with a horseradish & shredded apple dipping slaw BACON CREAM CHEESE CHEDDAR CHICKEN BITES - $175 Baked naked chicken tender pieces with a cream cheese cheddar-bacon topping CRISPY CHICKEN POTSTICKERS - $180 Crescent-shaped chicken-filled dumplings seasoned with authentic Asian spices. Served with a traditional sesame soy dipping sauce SAUSAGE STUFFED MUSHROOM CAPS* - $175 Silver dollar mushroom caps stuffed with seasoned ground sausage, topped with a blend of cheeses NEWBURG CRAB STUFFED MUSHROOM CAPS* - $235 Silver dollar mushroom caps stuffed with Newburg crab MINI CRAB CAKES - $300 Half dollar-sized crab cakes, served with a roasted red pepper remoulade CRAB RANGOON - $175 A crisp wonton wrapper envelope filled with a creamy sweet cheese & crab meat. Served with a sweet & sour sauce COCONUT FRIED SHRIMP - $250 Large gulf shrimp tossed with coconut batter and fried crispy. Served with a housemade orange marmalade CHICKEN & BLACK BEAN QUESADILLAS - $120 Grilled tortillas filled with a blend of cheeses, black beans, corn and our seasoned shredded chicken. Served with sour cream and salsa GRILLED BEEF BROCHETTES* - $190 Marinated and grilled beef cuts along with tomatoes, zucchini, squash and peppers GRILLED CHICKEN BROCHETTES* - $180 Marinated and grilled chicken along with tomatoes, zucchini and peppers MARINATED ROASTED VEGETABLE BROCHETTES - $135 Cuts of zucchini, squash, grape tomatoes and onions, marinated and lightly roasted APPLE COMPOTE WITH BRIE BITES - $150 Brie cheese and spiced apple compote on a toasted herb flatbread at the transactional level via Request for Quotations (RFQ) Parkview Field PUB HORS D’OEUVRES All items displayed in 100 piece servings NACHO BAR - $585 Tortilla chips served with sides of seasoned ground beef, nacho cheese, shredded lettuce, diced tomatoes, jalapeños, sour cream, and will allow an Authorized User the ability to procure within any salsa FRENCH FRY BAR - $275 Xxxxx served with sides of the Lotschopped bacon, Cincinnati chili, nacho cheese, sour cream, and chives CHAR-GRILLED BONE-IN CHICKEN WINGS - $295 Marinated and grilled wings served with a choice of BBQ, buffalo, or across Lotsteriyaki BREADED BONELESS CHICKEN WINGS - $150 Breaded wings served with a choice of BBQ, buffalo, or teriyaki LOADED POTATO SKINS - $150 Served with bacon, cheese, and sour cream ITALIAN MEATBALLS - $195 A blend of pork, parmesan cheese, and Italian herb seasoning rolled into a meatball, tossed in marinara sauce FRIED MUSHROOM RAVIOLI - $195 Portabella mushroom-stuffed ravioli lightly breaded with Italian-infused bread crumbs and fried to a golden brown. Contract ScopeServed with marinara sauce FRIED CHEESE RAVIOLI - $175 Cheese-stuffed ravioli lightly breaded with Italian-infused bread crumbs and fried to a golden brown. Served with marinara sauce FRIED MAC AND CHEESE BITES - $150 Tender elbow macaroni with a blend of cheeses, then battered and fried. Available with smoked gouda or jalapeno jack cheddar. JALAPENO POPPERS - $175 Cream cheese-stuffed jalapenos, breaded and fried crisp. Served with a strawberry sour sauce MOZZARELLA STICKS - $175 Creamy Wisconsin mozzarella cheese coated with a hint of lemon and pepper batter. Served with marinara sauce WARM PRETZEL LOAF - $100 Lightly toasted and salted, sliced and served with cheese dip PRETZEL BITES - $100 Bavarian-style pretzel bites served with warm cheese dip BALLPARK HORS D’OEUVRES All items displayed in 100 piece servings CHEESEBURGER SLIDERS - $295 Handmade all-beef patties blended with our own selection of herbs and spices. Served with a bun, sliced xxxx pickles and cheese slices PULLED PORK SLIDERS - $395 Parkview Field pulled pork with BBQ, served with a bun and pickles SHREDDED BUFFALO CHICKEN SLIDERS - $325 Shredded Buffalo chicken served with blue cheese crumbles and celery slices PUB SNACKS at Parkview Field ROASTED IN-SHELL PEANUTS - $5.25/lb (In Season) Lightly salted PEANUTS (SHELLED) - $12/lb HOUSEMADE POTATO CHIPS - $35 (Serves 25) Garlic, olive oil, asiago cheese and cracked pepper PARKVIEW FIELD SEASONED MINI PRETZEL TWISTS - $18/2 lbs. Seasoned with ranch, garlic, & xxxxx CHIPS AND SALSA - $15 (Serves 10) Corn chips served with garden salsa Add on additional salsa: pico xx xxxxx and roasted corn, black bean salsa, or queso ($8 each / serves 10) BALLPARK POPCORN - $20/bag (Serves 25) SNACK BASKET INDIVIDUAL BAG OF POTATO CHIPS - $2/bag Regular or BBQ TRAIL MIX - $2/bag Peanuts, dried pineapple, dried banana chips, cashews, raisins and dried cranberries CHEX® MIX - $2/bag NATURE VALLEY® GRANOLA BARS - $2/bar CARMEL CORN - $5 PEANUTS - $4 RICE KRISPIES® TREATS - $2 COOKIES - $3 CANDY BOX - $4 APPLE SAUCE CUPS - $1

TABLE OF CONTENTS. Introduction Contents Page 1 Interpretation 2 2 Structure of the Company 5 3 Single Purpose Collective Shareholding Vehicle 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 4 Management and Direction of the Company 7 5 Nomination of AsiaSat Directors, Chairman, Deputy Chairman, Chief Executive Officer, Deputy Chief Executive Officer and Chief Financial Officer 10 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Exercise of the AsiaSat Voting Rights by the Company 12 7 Lot 3 – Cloud Pass Through of Dividends and Other Rights accruing on or with Respect to Attributable AsiaSat Shares 14 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Disposal of Shares in the Company 15 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES Disposal of AsiaSat Shares 17 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A Adjustments to Rights to Procure Appointments etc. 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved 11 Listing and Registration Rights 18 LIVING WAGE 12 Purchase of Additional AsiaSat Shares by the Shareholders and their Respective Affiliates 19 13 Undertakings by GEC and CITIC 20 14 The Hong Kong Takeovers Code 21 15 Compliance Matters 22 16 Funding Future and Ongoing Expenses 23 17 Confidentiality 24 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS Duration and Termination 25 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales Restrictions on the Shareholders 26 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION Arrangements with AsiaSat 27 21 Conditions Tax Status 27 22 Notices 27 23 Miscellaneous 29 24 Governing Law 30 25 Arbitration 31 26 Appointment of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding Process Agent 32 SCHEDULE 1 Basis on which certain rights accruing on or with respect to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right Attributable AsiaSat Shares are to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administrationbe passed through to, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVELor otherwise made available to, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive exercised at the transactional level via Request for Quotations (RFQ) direction of, the relevant Class of Shareholders 35 SCHEDULE 2 Form of Deed of Adherence 42 SCHEDULE 3 Memorandum and will allow an Authorized User the ability to procure within any Articles of the Lots, or across Lots. Contract ScopeAssociation 43

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot Section Title Page 1. Premises 1 – Software 6 Lot 2 – Hardware 7 Lot 2. Term; Notice of Lease Dates; Option Term; Early Entry 1 3. Rent and Basic Rent Abatement 3 – Cloud 4. Common Areas; Operating Expenses 3 5. Security Deposit 8 Lot 4 – Implementation 6. Use 9 7. Payments and Notices 11 8. Brokers 12 9. Surrender; Holding Over 12 10. Taxes on Tenant’s Property 12 11. Condition of Premises; Repairs 13 12. Alterations 14 13. Liens 15 14. Assignment and Subletting 15 15. Entry by Landlord 17 16. Utilities and Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved 17. Indemnification and Exxxxxxxxxx 00 00. Damage or Destruction 20 19. Eminent Domain 21 20. Tenant’s Insurance 22 21. Landlord’s Insurance 23 22. Waiver of Claims; Waiver of Subrogation 23 23. Tenant’s Default and Landlord’s Remedies 24 24. Landlord’s Default 26 25. Subordination 26 26. Estoppel Certificate 26 27. Building Planning 27 28. Modification and Cure Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Landlord’s Mortgagees and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS Lessors 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 29. Quiet Enjoyment 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 30. Transfer of Data at end Landlord’s Ixxxxxxx 00 00. Limitation on Landlord’s Liability 27 32. Miscellaneous 27 33. Waiver of Contract and/or Authorized User Jury Trial 30 34. Tenant’s Early Termination Right 30 EXHIBITS EXHIBIT “A” Project Site Plan EXHIBIT “B” Premises EXHIBIT “C” Work Letter Agreement EXHIBIT “D” Sample Form of Notice of Lease Term 38 Dates EXHIBIT “E” Rules and Regulations EXHIBIT “F” Sample Form of Tenant Estoppel Certificate EXHIBIT “G” Intentionally Omitted EXHIBIT “H” Form of SNDA INDEX Page(s) Abandonment 24 Accountant 8 Actual Statement 8 ADA 13 Affiliate Assignee 18 Affiliates 17 Approved Working Drawings Exhibit C Base Year ii Base, Shell and Core Exhibit C BOMA 1 Brokers ii Building i Building Common Areas 3 Building Holidays ii Building’s Share 4 business day 12 Commencement Date i Common Areas 3 Comparable Buildings 1 Construction Drawings Exhibit C Contractor Exhibit C Corrective Action 11 Cost Pools 5 Cutoff Date 8 days 28 Eligibility Period 20 Environmental Law 11 Environmental Permits 11 Estimate Statement 7 Excess Expenses 4 Extension Notice 1 Extension Option 1 fair market rental rate 1 Final Space Plan Exhibit C Force Majeure Delays 29 Guarantor(s) ii Hazardous Materials 11 HVAC 13, 18 Indemnified Claims 20 Landlord 1 Landlord Hazardous Materials 11 Landlord Indemnified Parties 11 Landlord’s Broker 12 Landlord’s Work Exhibit C Lease 1 Monthly Basic Rent i number of days Exhibit C Operating Expenses 4 Option Term 1 Original Tenant 2 Outside Agreement Date 2 Outside Date 1 PCBs 11 Permits Exhibit C Permitted Use ii Pre-Approved Change 14 Premises i Project i Project Common Areas 3 Real Property Taxes and Assessments 7 rent 3 Review Period 8 Security Deposit ii Site i Subject Space 16 Substantial Completion Exhibit C Summary 1, i Systems 14 Tenant 1 Tenant Changes 14 Tenant Delays Exhibit C Tenant Improvements Exhibit C Tenant Indemnified Parties 11 Tenant Parties 20 Tenant’s Name Sign 10 Tenant’s Parties 11 Tenant’s Percentage ii Tenant’s Review Period 2 Term i Termination Consideration 30 Termination Date 30 Termination Notice 30 the Lease Exhibit C Transfer of Data; Charges 38 16 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive Date 16 Transfer Notice 16 Transferee 16 Work Letter Agreement Exhibit C Working Drawings Exhibit C worth at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any time of the Lots, or across Lots. Contract Scopeaward 25

TABLE OF CONTENTS. Introduction A. GENERAL 13 1 Scope of bid 13 2 Source of funds 13 3 Corrupt Practices… 13 4 Eligible bidders 134 5 Qualification of the bidder 14 6 OVERVIEW One bid per bidder 14 7 Cost of Bidding 15 8 Site Visit 155 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 17 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 19 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS accept any bid and to reject any or all bids 22 33 Notification of award 22 34 Signing of agreement 22 35 Performance security 22 36 Contract Effectiveness… 23 CONDITIONS OF TENDERERS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeBIDDERS

TABLE OF CONTENTS. Introduction 6 OVERVIEW PART A TECHNICAL MATTERS 1 TITLE 1 COVERAGE 1 DURATION 1 DELEGATIONS 1 GENERAL GUIDANCE AND PURPOSE INTERPRETATION 1 DEFINITIONS 1 PART B CONSULTATION AND DISPUTE RESOLUTION 4 NATIONAL STAFF CONSULTATIVE FORUM 4 CONSULTATION 4 DISPUTE RESOLUTION 5 PART C REMUNERATION 7 SALARY 7 ALLOWANCES 9 OVERTIME 11 DOMESTIC TRAVEL 13 OVERSEAS TRAVEL 13 RELOCATION ASSISTANCE 13 REMOTE LOCALITIES ASSISTANCE 13 INDIVIDUAL FLEXIBILITY ARRANGEMENTS 15 SUPERANNUATION 15 ADDITIONAL MATTERS 16 PART D WORKING ARRANGEMENTS 17 HOURS OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 DUTY 17 FLEXIBLE WORK ARRANGEMENTS 18 HEALTH AND SAFETY 19 PART E LEAVE AND PUBLIC HOLIDAYS 21 ANNUAL LEAVE 21 PERSONAL/CARER’S LEAVE 22 COMPASSIONATE / BEREAVEMENT LEAVE 23 CAREER INTERVAL LEAVE 23 MISCELLANEOUS LEAVE 23 COMMUNITY SERVICE LEAVE 23 DEFENCE RESERVISTS LEAVE 24 DEFENCE SERVICE SICK LEAVE 24 LONG SERVICE LEAVE 25 MATERNITY, MATERNAL, ADOPTION/FOSTERING, PARENTAL LEAVE 25 ADOPTION/FOSTERING LEAVE 26 DOMESTIC AND FAMILY VIOLENCE 27 PUBLIC HOLIDAYS 27 ADDITIONAL HOLIDAY 28 CHRISTMAS SHUTDOWN 29 PORTABILITY OF LEAVE 29 RECOGNITION OF PRIOR SERVICE FOR PERSONAL/CARER’S LEAVE 29 EXPENSES – Software 6 Lot 2 CANCELLATION OF LEAVE OR RECALL TO DUTY 29 UNAUTHORISED ABSENCE 29 PART F IMPROVING SKILLS AND PERFORMANCE 30 PERFORMANCE FEEDBACK 30 MANAGING UNDERPERFORMANCE 30 LEARNING AND DEVELOPMENT 31 STUDY ASSISTANCE 31 PART G BROADBANDS AND ADVANCEMENT 32 PART H REDEPLOYMENT, REDUNDANCY AND RESIGNATION 33 REDEPLOYMENT AND REDUNDANCY 33 RESIGNATION 37 ATTACHMENT A – Hardware 7 Lot 3 SALARY RATES 38 ATTACHMENT B – Cloud 8 Lot 4 SUPPORTED WAGE SYSTEM 41 ATTACHMENT C – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-ALLOWANCES 43 INDEX 44 PART A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves TECHNICAL MATTERS Title This Agreement made under section 172 of the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(sFair Work Act 2009 (FW Act) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at known as the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeDVA Enterprise Agreement 2019 – 2022.

TABLE OF CONTENTS. Introduction Parties 1 Background 1 The parties agree 1 A Commencement of agreement 1 B Company's constitution 1 Agreement to take precedence over constitution 1 Elimination of inconsistency 2 C Warranties 2 D Objectives and business 2 Objectives 2 Nature of business 3 E Board of directors 3 Number of directors 3 Initial directors 3 Appointment and replacement of directors 3 Alternate director 4 Effective time of appointment 4 Election of chair 5 Chair's casting vote 5 Company secretary and public officer 5 Duties of directors 5 Directors' and officers' insurance 5 Directors' fees 5 F Meetings of the board 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Frequency and notice 6 Contract Scope Quorum 6 LOT OVERVIEW Voting entitlements 6 Lot 1 – Software Minutes 6 Lot 2 – Hardware G Management of the company 6 Managing director and board 6 Changes to appointments 7 Lot 3 – Cloud Records 7 Access by shareholders to records 7 H Decision making 7 Simple majority decision 7 Unanimous decisions of the board 7 Unanimous decisions of the shareholders 7 I Approved business plan and budget 8 Lot 4 – Implementation Services Approved business plan and budget 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Adoption of approved business plan and budget 8 Previous annual budget to apply 8 J Dividends 8 Resolutions as to dividends 8 Dividend policy 8 K Shares 9 SUBSEQUENT PERIODIC RECRUITMENT Ordinary shares 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State No change in control 9 Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Interests 9 Voting rights 9 L Transfer of Data at end shares 10 Transfer prohibited 10 Transfer with parties' consent 10 Pre-emptive procedure 10 Settlement 11 M Determination of Contract and/or Authorized User Agreement Term 38 Transfer share price 11 N Shareholder conduct 12 Actions of Data; Charges 38 Transfer shareholders 12 Defaulting shareholder 12 Defaulting shareholder transfer notice 13 Key persons 13 Release 14 Transmission 14 O Intellectual property 15 Business related intellectual property 15 Existing business intellectual property 15 P Non competition and non disclosure 15 Non competition with business 15 Non-disclosure 16 Non-competition and non-disclosure agreement 16 Q Dispute resolution 17 General obligations 17 Notification of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return dispute 17 Mediation 17 Failure to settle 17 Performance 18 R Notices 18 Delivery of Data 39 Suspension notice 18 Particulars for delivery 18 Time of Services 39 Expiration or Termination service 18 S General 18 Variation 18 Entire understanding 18 Further assurance 18 Legal costs and expenses 19 Stamp duty 19 Waiver and exercise of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any rights 19 Assignment 19 Time of the Lotsessence 19 T Interpretation 19 Governing law and jurisdiction 19 Persons 19 Joint and several 20 Legislation 20 This document, or across Lots. Contract Scopeclauses and headings 20 Severance 20 Counterparts 21 Currency 21 Business Day 21 Number and gender 21 U Definitions 21 Schedule 1 Company details 26 Schedule 2 Warranties 30 Annexure 1 35

TABLE OF CONTENTS. Introduction to the XXXX Advisor Plan 1 Key Features of the XXXX Advisor Plan 2 XXXX Advisor Plan Summary 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Important Defined Terms 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Getting Started 9 SUBSEQUENT PERIODIC RECRUITMENT Opening Your Account 9 ESTIMATED SPEND AND QUANTITIES Account Ownership 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Naming Your Beneficiary 11 Choosing Investment Options 12 XXXX Baby Scholars Program 12 Changing Account Ownership 13 Contributing to Your Account 13 Who Can Contribute 13 Maximum Account Balance Limit 14 Transferring Funds 14 Use of Your Account 16 CONTRACT TERM No Pledging of Account Assets 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location Bankruptcy and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING Matters 16 Investment Options 17 Choosing Your Investment Options and How the Investment Options Are Invested 17 Allocation of Future Contributions 17 Definitions of Fees and Expenses 23 Fees and Expenses 25 Sales Charges — Class A 25 Sales Charges — Class C 29 Sales Charges — Class E 32 Expense Examples 35 Risks of Investing in the XXXX Advisor Plan 39 Investment Risks 39 No Guarantee of Attendance or Expense 39 Changes in Law 39 Risks Related to Illiquidity 40 Not a Direct Investment in Mutual Funds or Registered Securities 40 Potential Change of XXXX Advisor Plan Manager and Other XXXX Advisor Plan Changes 40 Potential Impact on Financial Aid and Medicaid Eligibility 40 Suitability; Investment Alternatives 40 No Insurance or Guarantee 41 Past Performance 41 Taking Money Out of the XXXX Advisor Plan 46 Oversight of the XXXX Advisor Plan 48 XXXX Advisor Plan Manager 48 Hartford Life’s Term as XXXX Advisor Plan Manager 48 Tax Considerations 49 Estate Planning Advantages 50 Financial Aid 51 Tax Reporting 51 Other Important Information 51 APPENDIX I SUMMARY OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION RISKS APPENDIX II DESCRIPTION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS THE UNDERLYING FUNDS APPENDIX III FREQUENTLY ASKED QUESTIONS APPENDIX IV PARTICIPATION AGREEMENT APPENDIX V HARTFORD PRIVACY POLICY INTRODUCTION TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY THE XXXX ADVISOR PLAN The Connecticut Higher Education Trust Program (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSthe “Program”), New York the State’s higher education qualified tuition program, is designed to help people save for the costs of higher education. The Program is administered by the State Procurement Treasurer as the Trustee (“Trustee”) of the Connecticut Higher Education Trust (“Trust”). The Program consists of two components — XXXX Direct Plan (“Direct Plan”), which is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudoffered directly by the State, and Implementation servicesan Advisor Plan (“XXXX Advisor Plan”), for which Hartford Life Insurance Company (“Hartford Life”) serves as plan manager and which can be purchased through financial investment professionals. No other qualified tuition program has currently been established under the Statute (as defined below). The procurements shall be competitive at Program, including the transactional level via Request for Quotations XXXX Advisor Plan, is intended to meet the requirements of a qualified tuition program under Internal Revenue Code (RFQ“IRC”) and will allow an Authorized User the ability Section 529 (“Section 529”). The Program is authorized by sections 3-22f to procure within any 3-22o of the LotsConnecticut General Statutes, or across Lotsas the same may be amended the (“Statute”). Contract ScopeUnder the Statute, the Trustee has the power and authority to enter into contracts for program management services, adopt regulations for the administration of the Program and establish investment policies for the Program. For additional information, see “Oversight of the XXXX Advisor Plan.”

TABLE OF CONTENTS. Introduction SECTION 1 Sale and Conveyance of Mortgages; Possession of Mortgage File 2 SECTION 2 Books and Records; Certain Funds Received After the Cut-Off Date 3 SECTION 3 Delivery of Mortgage Loan Documents; Additional Costs and Expenses 4 SECTION 4 Treatment as a Security Agreement 6 OVERVIEW AND PURPOSE OF THIS CONTRACT SECTION 5 Covenants of the Seller 7 SECTION 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Representations and Warranties. 11 SECTION 7 Lot 3 – Cloud Review of Mortgage File 22 SECTION 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Conditions to Closing 22 SECTION 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES Closing 24 SECTION 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Expenses 24 SECTION 11 Severability of Provisions 25 SECTION 12 Governing Law 25 SECTION 13 Waiver of Jury Trial 25 SECTION 14 Submission to Jurisdiction 25 SECTION 15 No Third-Party Beneficiaries 26 SECTION 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Assignment 26 SECTION 17 Notices 26 SECTION 18 Amendment 26 SECTION 19 Counterparts 26 SECTION 20 Exercise of Rights 27 SECTION 21 No Partnership 27 SECTION 22 Miscellaneous 27 SECTION 23 Further Assurances 27 SECTION 24 Recognition of U.S. Special Resolution Regimes. 27 SECTION 25 Electronic Signatures 28 Annex A Co-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 sponsored Mortgage Loans Annex B Mortgage Loans That Do Not Have a Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports in the Month of the First Distribution Date Annex C Retained Uncertificated Interests and/or Class VRR Certificates Exhibit A Mortgage Loan Schedule Exhibit B Mortgage Loan Representations and Warranties Schedule B-1 List of Mortgage Loans with Existing Mezzanine Debt Schedule B-2 List of Mortgage Loans with Future Permitted Mezzanine Debt Schedule B-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans Schedule B-4 List of Mortgage Loans with Affiliated Borrowers Exhibit C Exceptions to Mortgage Loan Representations and Warranties Exhibit D Form of Seller Certificate Exhibit E Outside Serviced Mortgage Loan Provisions Exhibit F Form of Diligence File Certification Exhibit G Form of Power of Attorney Exhibit H Notices Exhibit I Representations and Warranties for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Trust Subordinate Companion Loan This Mortgage Loan Purchase Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS“Agreement”), New York State Procurement dated as of July 1, 2024, is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology between BMO Commercial Mortgage Securities LLC, a Delaware limited liability company, as purchaser (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudthe “Purchaser”), and Implementation servicesXxxxx Fargo Bank, National Association, a national banking association, as seller (the “Seller”). The procurements Capitalized terms used in this Agreement and not defined herein (unless otherwise specified) shall be competitive have the meanings ascribed to them in the Pooling and Servicing Agreement, dated as of July 1, 2024 (the “Pooling and Servicing Agreement”), between the Purchaser, as depositor (in such capacity, the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Argentic Services Company LP, as special servicer (in such capacity, the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), and Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee (in such capacity, the “Trustee”), pursuant to which the Purchaser will transfer the Mortgage Loans (as defined herein), together with certain other commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Other Loans”), to a trust fund (the “Trust Fund”). In exchange for the Mortgage Loans and the Other Loans, the Trust Fund will issue, to or at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any direction of the LotsDepositor, or across Lots. Contract Scopecertificates to be known as BMO 2024-C9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-C9 (collectively, the “Certificates”), and any Uncertificated Interests (if applicable).

TABLE OF CONTENTS. Introduction SECTION 1 Sale and Conveyance of Mortgages; Possession of Mortgage File 2 SECTION 2 Books and Records; Certain Funds Received After the Cut-Off Date 3 SECTION 3 Delivery of Mortgage Loan Documents; Additional Costs and Expenses 4 SECTION 4 Treatment as a Security Agreement 6 OVERVIEW AND PURPOSE OF THIS CONTRACT SECTION 5 Covenants of the Seller 6 Contract Scope SECTION 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Representations and Warranties. 10 SECTION 7 Lot 3 – Cloud Review of Mortgage File 22 SECTION 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Conditions to Closing 22 SECTION 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES Closing 24 SECTION 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Expenses 24 SECTION 11 Severability of Provisions 24 SECTION 12 Governing Law 25 SECTION 13 Waiver of Jury Trial 25 SECTION 14 Submission to Jurisdiction 25 SECTION 15 No Third-Party Beneficiaries 25 SECTION 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Assignment 25 SECTION 17 Notices 26 SECTION 18 Amendment 26 SECTION 19 Counterparts 26 SECTION 20 Exercise of Rights 26 SECTION 21 No Partnership 26 SECTION 22 Miscellaneous 27 SECTION 23 Further Assurances 27 SECTION 24 Recognition of U.S. Special Resolution Regimes. 27 SECTION 25 Electronic Signatures 28 Annex A Co-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 sponsored Mortgage Loans Annex B Mortgage Loans That Do Not Have a Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports in the Month of the First Distribution Date Annex C Retained Uncertificated Interests and/or Class VRR Certificates Exhibit A Mortgage Loan Schedule Exhibit B Mortgage Loan Representations and Warranties Schedule B-1 List of Mortgage Loans with Existing Mezzanine Debt Schedule B-2 List of Mortgage Loans with Future Permitted Mezzanine Debt Schedule B-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans Schedule B-4 List of Mortgage Loans with Affiliated Borrowers Exhibit C Exceptions to Mortgage Loan Representations and Warranties Exhibit D Form of Seller Certificate Exhibit E Outside Serviced Mortgage Loan Provisions Exhibit F Form of Diligence File Certification Exhibit G Form of Power of Attorney Exhibit H Notices Exhibit I Representations and Warranties for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Trust Subordinate Companion Loan This Mortgage Loan Purchase Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS“Agreement”), New York State Procurement dated as of May 1, 2024, is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology between BMO Commercial Mortgage Securities LLC, a Delaware limited liability company, as purchaser (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudthe “Purchaser”), and Implementation servicesXxxxx Fargo Bank, National Association, a national banking association, as seller (the “Seller”). The procurements Capitalized terms used in this Agreement and not defined herein shall be competitive have the meanings ascribed to them in the Pooling and Servicing Agreement, dated as of May 1, 2024 (the “Pooling and Servicing Agreement”), between the Purchaser, as depositor (in such capacity, the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Argentic Services Company LP, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee (in such capacity, the “Trustee”), pursuant to which the Purchaser will transfer the Mortgage Loans (as defined herein), together with certain other commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Other Loans”), to a trust fund (the “Trust Fund”). In exchange for the Mortgage Loans and the Other Loans, the Trust Fund will issue, to or at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any direction of the LotsDepositor, or across Lots. Contract Scopecertificates to be known as BMO 2024-5C4 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-5C4 (collectively, the “Certificates”), and any Uncertificated Interests (if applicable).

TABLE OF CONTENTS. Introduction Contents Pg. # INSTRUCTIONS TO BIDDERS (ITB) 5 Source of Funds 5 Eligible Bidders 5 Eligible Goods and Services 5 Cost of Bidding 5 The Bidding Procedure 5 Content of the Bidding Documents 6 OVERVIEW Clarification of Bidding Documents 6 Amendment of Bidding Documents 7 PREPARATION OF BIDS 7 Language of Bid 7 Documents Comprising of Bid 7 Bid Form and Price Schedule 7 Bid Prices 7 Bid Currencies 8 Documents Establishing bidder's Eligibility and Qualification 8 Bid Security 8 Bid Validity 8 Format and Signing of Bid 9 SUBMISSION OF BID 9 Sealing and Marking of Bid 9 Deadline for Submission of Bid 10 Late Bid 10 Withdrawal of Bid 10 OPENING AND PURPOSE EVALUATION OF THIS BID 10 Opening of Bid 10 Clarification of Bids 11 Preliminary Examination 11 Evaluation & Comparison of Bids 11 Evaluation Criteria 12-14 Performance Guarantee 15 Signing of Contract 15 Contacting the Procuring Agency 15 Qualification and Disqualification of Bidders 15 Rejection of Bids 16 Re-Bidding 16 Announcement of Evaluation Report 16 AWARD OF CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM Acceptance of Bid and Award Criteria 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the Procuring agency’s right to vary quantities at time of award 16 Limitations on Negotiations 16 Notification of Award 17 Termination of the Contract 17 Corrupt and Fraudulent Practices 17 GENERAL CONDITONS OF CONTRACT 18 Authorized User Reserved Rights Definitions 18 LIVING WAGE Application 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Standards 18 Use of Contract Terms Documents and Information 19 Labeling and Packing of the Medicines 19 Delivery of Documents 19 Payment, Prices, Contract Amendments, Penalties/liquidated Damages 19 Governing Languages 20 Applicable Law & Schedule of Requirements 20 Price Schedule 21 Condition for Responding to TENDER FORM (FORMAT) 22 PERFORMANCE GUARANTEE (FORMAT) 23 AFFIDAVIT (FORMAT) 24 PUNJAB HEALTH FACILITIES MANAGEMENT COMPANY PRIMARY & SECONDARY HEALTHCARE DEPARTMENT GOVERNMENT OF THE PUNJAB INVITATION FOR BIDS FRAMEWORK CONTRACT FOR THE PROCUREMENT OF MEDICINES/SURGICAL DISPOSABLES DAY TO DAY BASIS LOCAL PURCHASE (FY 2018-19 & 2019-20) FOR GOVT. HOSPITAL GHAZIABAD, LAHORE [ Sealed bids are invited from well reputed & registered firms/Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenancedistributors/Support Agreement Provisions 22 MaintenancePharmacies/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Medical stores and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT experienced suppliers registered with Sales Tax (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQFiler) and will allow an Authorized User Income Tax (Filer) departments and involved in the ability business of medicine, for the Framework Contract for the procurement of Medicines / Surgical Disposables (Day to procure within any of the LotsDay Basis Local Purchase) FOR Government Hospital, or across Lots. Contract ScopeGhaziabad Lahore for FY 2018-19 & 2019-20 under Punjab Procurement Rules 2014.

TABLE OF CONTENTS. Introduction SECTION 1 Sale and Conveyance of Mortgages; Possession of Mortgage File 2 SECTION 2 Books and Records; Certain Funds Received After the Cut-Off Date 3 SECTION 3 Delivery of Mortgage Loan Documents; Additional Costs and Expenses 4 SECTION 4 Treatment as a Security Agreement 6 OVERVIEW AND PURPOSE OF THIS CONTRACT SECTION 5 Covenants of the Seller 7 SECTION 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Representations and Warranties. 11 SECTION 7 Lot 3 – Cloud Review of Mortgage File 22 SECTION 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Conditions to Closing 22 SECTION 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES Closing 24 SECTION 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Expenses 24 SECTION 11 Severability of Provisions 25 SECTION 12 Governing Law 25 SECTION 13 Waiver of Jury Trial 25 SECTION 14 Submission to Jurisdiction 25 SECTION 15 No Third-Party Beneficiaries 26 SECTION 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Assignment 26 SECTION 17 Notices 26 SECTION 18 Amendment 26 SECTION 19 Counterparts 26 SECTION 20 Exercise of Rights 26 SECTION 21 No Partnership 27 SECTION 22 Miscellaneous 27 SECTION 23 Further Assurances 27 SECTION 24 Recognition of U.S. Special Resolution Regimes. 27 SECTION 25 Electronic Signatures 28 Annex A Co-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 sponsored Mortgage Loans Annex B Mortgage Loans That Do Not Have a Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports in the Month of the First Distribution Date Annex C Retained Uncertificated Interests and/or Class VRR Certificates Exhibit A Mortgage Loan Schedule Exhibit B Mortgage Loan Representations and Warranties Schedule B-1 List of Mortgage Loans with Existing Mezzanine Debt Schedule B-2 List of Mortgage Loans with Future Permitted Mezzanine Debt Schedule B-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans Schedule B-4 List of Mortgage Loans with Affiliated Borrowers Exhibit C Exceptions to Mortgage Loan Representations and Warranties Exhibit D Form of Seller Certificate Exhibit E Outside Serviced Mortgage Loan Provisions Exhibit F Form of Diligence File Certification Exhibit G Form of Power of Attorney Exhibit H Notices Exhibit I Representations and Warranties for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Trust Subordinate Companion Loan This Mortgage Loan Purchase Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS“Agreement”), New York State Procurement dated as of August 1, 2024, is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology between BMO Commercial Mortgage Securities LLC, a Delaware limited liability company, as purchaser (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudthe “Purchaser”), and Implementation servicesLMF Commercial, LLC, a Delaware limited liability company, as seller (the “Seller”). The procurements Capitalized terms used in this Agreement and not defined herein (unless otherwise specified) shall be competitive have the meanings ascribed to them in the Pooling and Servicing Agreement, dated as of August 1, 2024 (the “Pooling and Servicing Agreement”), between the Purchaser, as depositor (in such capacity, the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (in such capacity, the “Special Servicer”), BellOak, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), and Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee (in such capacity, the “Trustee”), pursuant to which the Purchaser will transfer the Mortgage Loans (as defined herein), together with certain other commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Other Loans”), to a trust fund (the “Trust Fund”). In exchange for the Mortgage Loans and the Other Loans, the Trust Fund will issue, to or at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any direction of the LotsDepositor, or across Lots. Contract Scopecertificates to be known as BMO 2024-5C5 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-5C5 (collectively, the “Certificates”), and any Uncertificated Interests (if applicable).

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot Definitions 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud Basic Transaction 8 Lot 4 – Implementation Services Purchase and Sale of Assets 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Consideration Provided by Buyer for Acquired Assets 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES The Closing 10 DEFINITIONS Deliveries at the Closing 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Legends 10 Legends 10 Investment Representations of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User PlayStream 11 Experience 11 Investment 11 Rule 144 11 Access to Data Data/Representations 11 Legends 00 Xxxxxxxxx Xxxxx of Business 12 No Distribution 12 Representations and Warranties of PlayStream 12 Organization of PlayStream 12 Authorization of Transaction 12 Noncontravention 12 Brokers' Fees 13 Title to Assets; Sufficiency of Assets 13 Capitalization and Subsidiaries 13 Financial Statements 14 Events Subsequent to Most Recent Fiscal Month End 15 Undisclosed Liabilities; Limited Liabilities 17 Legal Compliance 17 Tax Matters 17 Real Property 18 Intellectual Property 18 Tangible Assets 21 [reserved] 21 Contracts 21 Notes and Accounts Receivable/Payable 23 Powers of Attorney 23 Insurance 23 Litigation 24 Services Warranty 24 [reserved] 24 Employees 24 Employee Benefits 25 Guaranties 26 Environmental, Health, and Safety Matters 26 Certain Business Relationships With PlayStream and Its Subsidiaries 27 Disclosure 27 Customers and Suppliers. 27 No Other Agreement to Sell Assets 28 Personal Guarantees and Indebtedness 28 Representations and Warranties of the Buying Parties 28 Organization of the Buyer 28 Authorization of Transaction 28 Noncontravention 28 Brokers' Fees 29 Capitalization 29 SEC Filings 29 Valid Issuance 30 Consents 30 No Material Adverse Change 30 SEC Filings 31 Tax Matters 31 Certificates, Authorities and Permits 31 No Labor Disputes 31 Litigation 31 Financial Statements 32 Listing 32 No Manipulation of Stock 32 Contracts 32 Internal Controls 32 Disclosures 33 Pre-Closing Covenants 33 General 33 Notices and Consents 33 Operation of Business 33 Preservation of Business 33 Full Access 33 Notice of Developments 34 Exclusivity 34 Supplements to Schedules 34 Obligation to Close 34 Conditions to Obligation of the Buying Parties 34 Conditions to Obligation of PlayStream 36 Termination 37 Contractor Access to Data Termination of Agreement 37 Data Location and Related Restrictions Effect of Termination 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA Post-Closing Covenants 38 General 38 Transfer Litigation Support 38 Transition 38 Confidentiality 38 Legend Removal 39 No Distribution or Liquidation 39 PlayStream Employees 39 Assets Requiring Consent/Notice 40 Name Change 40 Insurance 40 Remedies for Breaches of Data at end this Agreement 40 Survival of Contract and/or Authorized User Representations and Warranties 41 Indemnification Provisions for Benefit of the Buying Parties and PlayStream 41 Matters Involving Third Parties 41 Characterization of Payments 42 Limitations; Escrow Shares 42 Miscellaneous 43 Press Releases and Public Announcements 43 No Third-Party Beneficiaries 43 Entire Agreement Term 38 Transfer 43 Succession and Assignment 43 Counterparts 43 Headings 44 Notices 44 Governing L 45 Amendments and Waivers 45 Severability 45 Expenses 45 Construction 45 Incorporation of Data; Charges 38 Transfer Exhibits and Schedules 45 Specific Performance 45 Submission to Jurisdiction 46 Waiver of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADESTrial By Jury 46 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is entered into as of April 27, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION2005, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY by and among VitalStream Holdings, Inc., a Nevada corporation (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS"Holdings"), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology PlayStream, Inc., a Nevada corporation (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwarethe "Buyer"; collectively with Holdings, Hardware, Cloudthe "Buying Parties"), and Implementation servicesPlayStream, LLC, a Washington limited liability company ("PlayStream"). The procurements shall be competitive at Buying Parties and PlayStream are referred to collectively herein as the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope"Parties."

TABLE OF CONTENTS. Introduction TABLE OF CONTENTS i INSTRUCTIONAL STAFF DIRECTORY 1 ADMINISTRATION, SUPERVISION & SUPPORT PERSONNEL 2 BOARD OF EDUCATION OFFICERS & MEMBERS 2 2022-2023 SCHOOL CALENDAR 3 DAILY SCHEDULE OF CLASS PERIODS 4 ACADEMIC ACHIEVEMENT 5 ACTIVITIES 5 ANNOUNCEMENTS & BULLETIN BOARDS 6 OVERVIEW ATTENDANCE & HOMEWORK REQUESTS 6 BACKPACKS/BOOK BAGS/PURSES 9 BEHAVIORAL EXPECTATIONS 9 BUSING/TRANSPORTATION 10 CANCELLATION OF SCHOOL 12 CHILD CARE 12 CHROMEBOOK USAGE AGREEMENT 12 COLLEGE-TECH SCHOOL VISITATIONS 12 COMPLAINTS 13 CONDUCT AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS COURTESY 13 COURSES OFFERED OUTSIDE NORMAL CURRICULUM 15 COVID-19 15 DIRECTORY INFORMATION 15 DRESS 16 FAMILY ACCESS 17 FEES, FINES AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A CHARGES 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact FIELD TRIPS 18 Emergency Contact FIRST AID 18 Contractor Administrator (Continued on next page) GRADE PLACEMENT 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING GRADUATION REQUIREMENTS 19 Reseller Sales HALL PASSES 19 HARASSMENT POLICY 20 Due Date HONORS PASS PROGRAM 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT LIBRARY PROCEDURES 21 LOCKERS AND WARRANTY WORK 20 Service Reports LOCKS 22 LUNCH /BREAKFAST 22 MAJORITY AGE STUDENTS 23 MEDICATION AT SCHOOL 23 MONEY AT SCHOOL 23 MONEY AND ACCOUNTS – (information for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions the Treasurer of Reseller(san organization) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES DISCRIMINATION POLICY AND EQUAL EDUCATION 23 OPTIONS PROGRAMS 24 PHYSICAL EDUCATION 24 PLAGIARISM 24 SCHEDULE CHANGES 25 SCHOOL SAFETY 25 SOCIAL REGULATIONS 26 SOLICITATION BY STUDENTS 26 SPECTATOR BEHAVIOR 26 STANDARDIZED TESTING 27 STUDENT PLANNERS 27 STUDENT SUPPORT SERVICES 27 TEACHER MAILBOXES 28 TECHNOLOGY USE/CODE OF CONDUCT 28 TEXTBOOK SERVICE 28 THREATS 28 TRAFFIC WITHIN SCHOOL 28 (Continued on next page) VISITORS TO SCHOOL 29 WEAPONS 29 WORK PERMIT 29 MISCELLANEOUS 29 HOW TO GET HELP WITH A CONCERN 30 STUDENT ACTIVITIES HANDBOOK INTRODUCTION 31 EXTRA CURRICULAR PARTICIPANTS 32 ELIGIBILITY 32 GENERAL RULES FOR PARTICIPATION IN CENTRALIZED CONTRACTS ACTIVITIES 33 CRITERIA FOR HOLDING AN OFFICE IN ANY ACTIVITY 35 WIAA RULES FOR PARTICIPATION IN ATHLETICS 35 ACTIVITY CODE PENALTIES 35 A. ALCOHOL, TOBACCO AND EXTENSION DRUGS VIOLATIONS 35 B. CONDUCT UNBECOMING TO A STUDENT VIOLATIONS 38 C. REPORTING OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 MaintenanceA VIOLATION 39 D. STUDENT SELF DISCLOSURE 39 E. INVESTIGATION PROCESS 39 APPEAL PROCESS 40 DISCIPLINE MATRIX 41 BULLYING/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADEHARASSMENT INCIDENT REPORT FORM 42 STUDENT AND ACTIVITY HANDBOOK AGREEMENT FORM 43 INSTRUCTIONAL STAFF DIRECTORY Xxxxxxxx,Xx. Xxxxx HS Math Xxxxx, Mrs. Xxxxxxxx HS/MS Science Xxxxxx-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUSXxxxx, Xxx. Xxxxxx Xxxxxxxxx Xxxxxxx, Xx. Xxxxxx HS Resource Xxxxxxx, Mrs. Xxxxxxxxx XXX/TAKEMS/HS Resource Xxxxxx, Mrs. Xxxxx HS/XX. Xxx Xx Xxxxxxx, Mrs. Xxxx MS/HS Business Xxxxxxxx, Xx. Xxxxx Title I/Reading Spec. Xxxxxxxxxxxxx, Mr. Xxx Health and Phy Xx Xxxxxxxx, Ms. Xxxxxxx MS/HS Band Xxxxx, Mrs. Xxxxx MS Science Xxxxx, Mrs. Xxxx Agriculture Xxxxxxxx, Mrs. Xxxxx MS Math Xxxxxxxxx, Xx. Xxxx HS Science Xxxxxx, Xxx. Xxxxx MS/HS English Szwet, Mr. Xxxxx 8th Gr./HS Tech Xx Xxxxxx, Mr. Xxxxx MS Social Studies Xxxxxxx, Mrs. Xxxxxxx XX Xxxxxxx Thorngate, Xx. Xxxxxxx Music Xxxxxx, Mrs. Xxxxxxx XX Xxxxxxx/Triton Coordinator Xxxxxxxx, Mrs. Xxx MS Resource Xxxxxxxx, Ms. Xxxxxx MS/HS Art Xxxxx, Mr. Xxxxx HS Social Studies ADMINISTRATIVE, SUPPORT & DISTRICT STAFF ADMINISTRATION Xx. Xxxx Xxxxxx District Administrator PH: 920-BACK842-2178 ext. 1042 Xx. Xxxxxxx Xxxxxxx Principal PH: 920-842-2181 ext. 1004 Xxx. Xxxxxxxx Xxxxx Director of Special Education/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEBPST/Director of Curriculum PH: 920-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN842-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users2178 ext. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope1181

TABLE OF CONTENTS. Who We Are 2 Our Story 2 Our Purpose 2 Our Values 2 Understanding Our Code of Conduct 7 Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract 7 Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud Compliance with the Law and the Highest Ethical Standards 7 Getting More Information 7 Seeking Guidance and Reporting Issues 8 Lot 4 – Implementation Services Waivers 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Our Relationships with Those We Serve 9 SUBSEQUENT PERIODIC RECRUITMENT Professional Practices 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Privacy and Security of Personal Information 9 Our Relationship with Shareholders & the Company 11 Financial Integrity 11 Confidential and Proprietary Information 11 Conflicts of Interest 12 Asset Protection 13 Xxxxxxx Xxxxxxx Laws 14 Disclosure of Non-Public Material Information 14 Requests for Information from the Investment Community 15 Records Retention and Management 15 Our Relationship with Each Other 16 CONTRACT TERM Respecting One Another 16 DOWNSTREAM PROHIBITION Non-Discrimination 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Health and Safety 17 Drugs and Alcohol 17 Gambling 17 Colleague Privacy 17 Labor Practices 17 Our Relationships with Suppliers, Clients, Public Officials, Healthcare Professionals, Patients & Customers 18 Interactions with Suppliers 18 Interactions with PBM Clients and Payors (not including Public Officials) 20 Interactions with Public Officials or Government Employees or Agents 21 Interactions with Healthcare Professionals 22 Interactions with Patients and Customers 23 Open House Events 24 Gifts and Entertainment Policy Questions and Answers 25 Antitrust Laws 26 News Media 26 Social Media 26 Business Firewalls 27 Environmental Protection 27 Our Relationship with U.S. and non-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 EU.S. Governments 28 Conduct with Public Officials 28 Corporate Political Contributions 28 Individual Political Activities 28 Anti-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves Kickback Laws 29 Fraud, Waste and Abuse 29 Xxxxxxx and Foreign Business Dealings 30 Medicare Part D Participation 31 Government Reimbursement and the False Claims Act 31 Ineligible Health Care Providers 32 Anti-Money Laundering 32 Government Requests and Subpoenas 32 CVS Health’s Corporate Integrity Agreement (CIA) 33 Compliance and Integrity Program 35 Chief Compliance Officer 35 Colleague Res onsibilities 35 Leadership Responsibilities 36 Financial Leaders 36 Resources 37 Investigations 39 Non-Retaliation 39 Consequences of Wrongdoing 40 Index 41 Understanding Our Code of Conduct Introduction We at CVS Health (“the Company”) are in the business of helping to improve people’s lives. It sounds simple, but sometimes it isn’t. Tough issues can get in our way. This Code is intended to help resolve ethics and compliance issues by providing the information, tools and resources necessary to make good decisions. However, no code can give answers for every situation that may arise. In the end, CVS Health relies on each colleague to use sound judgment to make the right decision and when necessary, the tough choice. It is important to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions read this Code and understand the roles and responsibilities of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scopea CVS Health colleague.

TABLE OF CONTENTS. Introduction Contents Pg. # INSTRUCTIONS TO BIDDERS (ITB) 5 Source of Funds 5 Eligible Bidders 5 Eligible Goods and Services 5 Cost of Bidding 5 The Bidding Procedure 5 Content of the Bidding Documents 6 OVERVIEW Clarification of Bidding Documents 6 Amendment of Bidding Documents 7 PREPARATION OF BIDS 7 Language of Bid 7 Documents Comprising of Bid 7 Bid Form and Price Schedule 7 Bid Prices 7 Bid Currencies 8 Documents Establishing bidder's Eligibility and Qualification 8 Bid Security 8 Bid Validity 8 Format and Signing of Bid 9 SUBMISSION OF BID 9 Sealing and Marking of Bid 9 Deadline for Submission of Bid 10 Late Bid 10 Withdrawal of Bid 10 OPENING AND PURPOSE EVALUATION OF THIS BID 10 Opening of Bid 10 Clarification of Bids 11 Preliminary Examination 11 Evaluation & Comparison of Bids 11 Evaluation Criteria 12-14 Performance Guarantee 15 Signing of Contract 15 Contacting the Procuring Agency 15 Qualification and Disqualification of Bidders 15 Rejection of Bids 16 Re-Bidding 16 Announcement of Evaluation Report 16 AWARD OF CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM Acceptance of Bid and Award Criteria 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the Procuring agency’s right to vary quantities at time of award 16 Limitations on Negotiations 16 Notification of Award 17 Termination of the Contract 17 Corrupt and Fraudulent Practices 17 GENERAL CONDITONS OF CONTRACT 18 Authorized User Reserved Rights Definitions 18 LIVING WAGE Application 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Standards 18 Use of Contract Terms Documents and Information 19 Labeling and Packing of the Medicines 19 Delivery of Documents 19 Payment, Prices, Contract Amendments, Penalties/liquidated Damages 19 Governing Languages 20 Applicable Law & Schedule of Requirements 20 Price Schedule 21 Condition for Responding to TENDER FORM (FORMAT) 22 PERFORMANCE GUARANTEE (FORMAT) 23 AFFIDAVIT (FORMAT) 24 TENTATIVE LIST OF MEDICINE 25 PUNJAB HEALTH FACILITIES MANAGEMENT COMPANY PRIMARY & SECONDARY HEALTHCARE DEPARTMENT GOVERNMENT OF THE PUNJAB INVITATION FOR BIDS FRAMEWORK CONTRACT FOR THE PROCUREMENT OF MEDICINES/SURGICAL DISPOSABLES DAY TO DAY BASIS LOCAL PURCHASE (FY 2019-20) FOR GOVT. HOSPITAL GHAZIABAD, LAHORE [ Sealed bids are invited from well reputed & registered firms/Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenancedistributors/Support Agreement Provisions 22 MaintenancePharmacies/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Medical stores and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT experienced suppliers registered with Sales Tax (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQFiler) and will allow an Authorized User Income Tax (Filer) departments and involved in the ability business of medicine, for the Framework Contract for the procurement of Medicines / Surgical Disposables (Day to procure within any of the LotsDay Basis Local Purchase) FOR Government Hospital, or across Lots. Contract ScopeGhaziabad Lahore for FY 2019- 20 under Punjab Procurement Rules 2014.

TABLE OF CONTENTS. Introduction A. GENERAL 17 1 Scope of bid 17 2 Source of funds 17 3 Corrupt Practices 13 4 Eligible bidders 174 5 Qualification of the bidder 18 6 OVERVIEW One bid per bidder 18 7 Cost of Bidding 19 8 Site Visit 195 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 21 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 23 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction FUNDAMENTAL LEASE PROVISIONS 1 TERM 2 POSSESSION 2 RENT 3 USE 6 OVERVIEW NOTICES 6 BROKERS 6 HOLDING OVER 6 CONDITIONS OF PREMISES 7 ALTERATIONS 7 REPAIRS 8 MAINTENANCE BY LANDLORD 8 ENTRY BY LANDLORD 8 INDEMNIFICATIONS 9 DAMAGE TO TENANT’S PROPERTY 9 INSURANCE SUBROGATION 9 DAMAGE OR DESTRUCTION 10 EMINENT DOMAIN 11 DEFAULTS AND PURPOSE REMEDIES 12 ASSIGNMENT AND SUBLETTING 14 QUIET ENJOYMENT 16 SUBORDINATION 16 ESTOPPEL CERTIFICATE 17 CHOICE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS LAW AND SERVICES EXCLUDED FROM THE SCOPE VENUE 17 SUCCESSORS AND ASSIGNS 17 SURRENDER OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT LEASE 17 ATTORNEYS’ FEES 17 PERFORMANCE BY TENANT 17 DEFINITION OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact LANDLORD 18 Emergency Contact WAIVER 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR DISCRIMINATION COVENANT 18 TERMS AND HEADINGS 18 EXAMINATION OF LEASE/NO PRESUMPTIONS AGAINST DRAFTER 18 TIME 18 ENTIRE AGREEMENT 18 SEVERABILITY 19 RECORDING 19 EXHIBITS 19 FORCE MAJEURE 19 SIGNS 19 AUTHORITY 19 HAZARDOUS MATERIALS 19 DISPUTE RESOLUTION 21 WAIVER OF RIGHT TO TRIAL BY JURY 21 INTEREST 21 MODIFICATIONS REQUIRED BY LENDER 22 OPTION TO EXTEND THE LEASE TERM 22 RECOURSE BY TENANT 23 OTHER CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL24 LEASE AGREEMENT This lease (“Lease”) is made as of the Effective Date of Lease set forth in the Subparagraph A of the Fundamental Lease Provisions Below (the “Effective Date of Lease”) by and between Downtown River Associates, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity L.P., a California Limited Partnership (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGShereinafter called “Landlord”), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology the individuals and/or entities as set forth specifically in Subparagraph B of the Fundamental Lease Provisions below, (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudhereinafter called “Tenant”), and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any Guarantor identified in Subparagraph D, if any, of the Lots, or across Lots. Contract ScopeFundamental Lease Provisions and is subject to the terms and conditions set forth below:

TABLE OF CONTENTS. Introduction SECTION ITEM PAGE 1 TERM 3 2 BASE RENT 4 3 COMMON AREA AND MAINTENANCE CHARGE 5 Operating Cost Definition 6 OVERVIEW General Repairs and Maintenance 6 Gymnasium flooring 6 Structures and Systems 7 Other Repairs and Replacements 7 Plan Approval 7 Quality of Work 7 5 USE OF PREMISES 8 Other Uses 8 6 SIGNAGE 8 7 LANDSCAPING, SNOW AND PURPOSE ICE REMOVAL 9 8 RUBBISH REMOVAL 9 9 INSPECTION OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE RECORDS 9 10 MANAGEMENT CONFERENCE 9 11 XXXXXX’S RIGHT TO ENTER PREMISES 9 12 MODIFICATIONS TO STRUCTURES 10 13 UTILITY CHARGES REIMBURSEMENT 10 14 INSURANCE 10 Public Liability Insurance 10 Fire and Extended Liability Insurance 11 Mutual Waiver of Subrogation 12 15 INDEMNIFICATION OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT LESSOR 12 16 COMPLIANCE WITH LAW 12 17 LIENS 13 18 REMEDIES FOR BREACH 13 19 REDELIVERY OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales PREMISES 15 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION NOTICES 15 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS POTENTIAL OPTION TO RENEW OR EXTEND 15 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 00 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION MISCELLANEOUS 16 24 SUCCESSORS 17 25 MEMORANDUM OF USE 24 EXPIRATION LEASE 17 LEASE AGREEMENT THIS RESTATEMENT OF CONTRACT; SURVIVAL LEASE AGREEMENT with Amendments made this day of , 2024 between the CITY OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT BRECKSVILLE, an Ohio Municipal Corporation (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach herein called the “City” or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS“Lessor”), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudas Lessor, and Implementation servicesSOUTH SUBURBAN MONTESSORI ASSOCIATION, INC., as Lessee, shall supersede the prior Restatement of Lease Agreement dated July 20, 2021, between the parties. This Restatement of Lease Agreement with Amendments is made pursuant to authority duly adopted by the City on June 18, 2024 and authorized by the appropriate proceedings of the Lessee taken on , 2024, respectively, copies of which are attached hereto as Exhibits “A” and “B.” As required by the context herein, and as permitted by law, reference to the “City” shall also include its respective officials, agents and employees. The procurements shall be competitive at the transactional level via Request City for Quotations (RFQ) and will allow an Authorized User the ability to procure within any in consideration of the Lotscovenants and agreements hereinafter set forth on the part of Lessee to be kept and performed, has demised and leased, and does hereby demise and lease unto the Lessee, and the Lessee does hereby take and hire, upon and subject to the conditions hereinafter expressed, the building known as Building 7 consisting of approximately 31,000 square feet, with a street address of 0000 Xxxxx Xxxx, Brecksville, Ohio, including the use of access roads servicing said building, and improvements therein, the Lease Premises being depicted in Exhibit “C” attached hereto and herein called the “Leased Premises” or across Lots. Contract Scope“Premises.” The Lease Premises is a part of certain other lands and buildings owned by the City of which the Lease Premises is a part, which collectively are known as the “Blossom Complex.”

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND CHAPTER 1. INTRODUCTION 1 CONTEXT OF PROBLEM 1 PROBLEM STATEMENT 1 XXXXX, XXXXX 0 PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware PROJECT 5 CHAPTER 2: LITERATURE REVIEW 7 Lot 3 – Cloud BURDEN OF MATERNAL MALNUTRITION 7 ROLE OF FOOD SECURITY IN MALNUTRITION 8 Lot 4 – Implementation Services 8 PRODUCTS CONTRIBUTION OF FOOD SECURITY TO HEALTH BEYOND NUTRITION 9 GLOBAL RIGHT TO FOOD MOVEMENT 10 INDIAN CONTEXT 13 Malnutrition in India 13 Food and nutrition entitlements for women in India 15 Public Distribution System 17 Indian Right to Food Campaign and Movement 18 India’s National Food Security Act 19 CHAPTER 3: METHODS 24 STUDY LOCATION 25 STUDY POPULATION 25 DESCRIPTION OF THE STUDY POPULATION 26 PDS Shopkeepers and Shops 26 Anganwadi Workers (AWWs) 26 Pregnant and Lactating Women 26 Husbands and Mothers-in-Law 26 STUDY TEAM 27 RECRUITMENT 28 DEVELOPMENT OF DATA COLLECTION TOOLS 28 IN-DEPTH INTERVIEWS AND SERVICES EXCLUDED FROM FOCUS GROUP DISCUSSIONS 29 ETHICAL CONSIDERATIONS 31 DATA ANALYSIS 32 LIMITATIONS 33 CHAPTER 4. RESULTS 35 GENERAL STATUS OF COMMUNITY FOOD AND NUTRITION SECURITY 35 FOOD-RELATED HOUSEHOLD ROLES AND RESPONSIBILITIES 38 PRIORITIZATION OF WOMEN’S NUTRITION AND HEALTH 39 PERCEPTIONS OF FOOD AND NUTRITION ENTITLEMENT PROGRAMS 42 Anganwadi Center 42 Public Distribution Scheme 47 COMMUNITY ENGAGEMENT IN DEMAND AND ADVOCACY FOR CHANGE 53 CHAPTER 5. DISCUSSION 56 WOMEN’S AUTONOMY AND STATUS IN THE SCOPE HOUSEHOLD 56 MINIMAL AWARENESS OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND ENTITLEMENT ELIGIBILITY 58 LIMITED QUANTITY AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS QUALITY OF ENTITLEMENT PROVISIONS 59 PROGRAMMATIC RECOMMENDATIONS 61 POLICY RECOMMENDATIONS 62 NEED FOR FUTURE RESEARCH 63 STRENGTHS AND CONFLICT LIMITATIONS OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX RESEARCH 64 CONCLUSION 64 REFERENCES 67 APPENDICES 72 APPENDIX 1. PREGNANT AND LACTATING WOMAN IDI GUIDE 72 APPENDIX 2. ANGANWADI IDI GUIDE 75 APPENDIX 3. PDS SHOPKEEPER IDI GUIDE 78 APPENDIX 4. HUSBANDS AND MOTHERS-IN-LAW §FGD GUIDE 81 APPENDIX 5. CODEBOOK 85 Chapter 1. Introduction Context of problem Despite improvements in food availability and price stability in recent years, the United Nations Food and Agriculture Organization (FAO) estimates that 805 million people across the globe were undernourished in 2012 (FAO, 2014). Though this metric indicates a decrease from the early 2000s, the overall decline in undernutrition masks the disparities in food and nutrition security that exist within and across regions. Sub-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves Saharan Africa and Southern Asia have made slow progress in the reduction of chronic malnutrition compared to other geographic regions, and Southern Asia holds the largest number of malnourished individuals due to its sizable population (FAO, 2014). Moreover, an estimated 60% of undernourished individuals across the globe are women or girls; in India, 30% of women are undernourished, 57% are anemic, and 28% had low birthweight infants (UNICEF, 2013; FAO, 2010; NFHS, 2006), with immediate implications for maternal and child morbidity and mortality and long term effects on poverty, health, and wellbeing (Xxxxx et al, 2014). Substantial and sustainable reduction of malnutrition in India, especially among women, will require political commitments that regard adequate and appropriate food as a basic human right and prioritize the improvement of women’s status. Understanding current political action towards improving food and nutrition security in India, particularly through the “right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports food” lens, is of critical importance in the pursuit of improved global maternal health. Problem statement Food security, though a constantly-evolving concept, is defined by the FAO as a state that exists “when all people, at all times, have physical, social and economic access to sufficient safe and nutritious food that meets their dietary needs and food preferences for Authorized User 20 Service Reports an active and healthy life” (FAO, 2015). Although sufficient access to food alone does not ensure adequate nutrition intake and utilization, insufficient access to food is strongly associated with inadequate nutrition outcomes; across the globe, food insecurity has been shown to be inversely associated with diet quality and health outcomes in low-income adults (Xxxxx et al, 2014; Xxxxxxx, 2001). Food insecurity for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions women of Reseller(s) Participation 21 Designation reproductive age is particularly important, as the effects of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability food insecurity impact the health and well-being of Contract Terms 21 Condition for Responding women and their children; inadequate maternal nutrition has an immense and permanent impact on the nutritional status of young infants and children, spurring an intergenerational cycle of malnutrition that affects entire populations (Xxxxxxx, 2008). Studies have shown that preconceptual nutrient deficiencies lead to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administrationlow birthweight infants, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVELchild stunting, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Clouddelivery complications, and Implementation servicesincreased child mortality (Martorell and Xxxxxxxx, 2012). The procurements shall Moreover, because of women’s contribution to food production and preparation, role in care giving, increasingly prevalent role as head-of-household, and disproportionately poor economic status compared to men, a special focus needs to be competitive at the transactional level via Request placed on women’s food security (Xxxxx and Cullen, 2011). For these reasons, there is a pressing need for Quotations (RFQ) and will allow an Authorized User the ability to procure within any global improvement of the Lotsmaternal food security, or across Lots. Contract Scopeparticularly in Southern Asia.

TABLE OF CONTENTS. Introduction Contents Pg. # INSTRUCTIONS TO BIDDERS (ITB) 5 Source of Funds 5 Eligible Bidders 5 Eligible Goods and Services 5 Cost of Bidding 5 The Bidding Procedure 5 Content of the Bidding Documents 6 OVERVIEW Clarification of Bidding Documents 6 Amendment of Bidding Documents 7 PREPARATION OF BIDS 7 Language of Bid 7 Documents Comprising of Bid 7 Bid Form and Price Schedule 7 Bid Prices 7 Bid Currencies 8 Documents Establishing bidder's Eligibility and Qualification 8 Bid Security 8 Bid Validity 8 Format and Signing of Bid 9 SUBMISSION OF BID 9 Sealing and Marking of Bid 9 Deadline for Submission of Bid 10 Late Bid 10 Withdrawal of Bid 10 OPENING AND PURPOSE EVALUATION OF THIS BID 10 Opening of Bid 10 Clarification of Bids 11 Preliminary Examination 11 Evaluation & Comparison of Bids 11 Evaluation Criteria 12-14 Performance Guarantee 15 Signing of Contract 15 Contacting the Procuring Agency 15 Qualification and Disqualification of Bidders 15 Rejection of Bids 16 Re-Bidding 16 Announcement of Evaluation Report 16 AWARD OF CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM Acceptance of Bid and Award Criteria 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the Procuring agency’s right to vary quantities at time of award 16 Limitations on Negotiations 16 Notification of Award 17 Termination of the Contract 17 Corrupt and Fraudulent Practices 17 GENERAL CONDITONS OF CONTRACT 18 Authorized User Reserved Rights Definitions 18 LIVING WAGE Application 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Standards 18 Use of Contract Terms Documents and Information 19 Labeling and Packing of the Medicines 19 Delivery of Documents 19 Payment, Prices, Contract Amendments, Penalties/liquidated Damages 19 Governing Languages 20 Applicable Law & Schedule of Requirements 20 Price Schedule 21 Condition for Responding to TENDER FORM (FORMAT) 22 PERFORMANCE GUARANTEE (FORMAT) 23 AFFIDAVIT (FORMAT) 24 Regional Office Punjab Health Facilities Management Company (South) Multan PUNJAB HEALTH FACILITIES MANAGEMENT COMPANY PRIMARY & SECONDARY HEALTHCARE DEPARTMENT GOVERNMENT OF THE PUNJAB INVITATION FOR BIDS Framework Contract of RAPID DIAGNOSTIC KITS, LABORATORY CHEMICALS, X-RAY FILMS & X-RAY FILMS FIXER & DEVELOPER FOR MHUs PHFMC South Region [ Sealed bids are invited from well reputed & registered firms/Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance distributors /Pharmacies /Medical stores and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT experienced suppliers registered with Sales Tax (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQFiler) and will allow an Authorized User Income Tax (Filer) departments and involved in the ability to procure within any business of medicine, for the Lotsframework contract for the procurement of rapid diagnostic kits, or across Lots. Contract Scopelaboratory chemicals, x-ray films & x- ray films fixer & developer for MHUs of PHFMC south region for financial year 2018-19 under Punjab Procurement Rules 2014.

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX 23 NEW YORK STATE STATEWIDE FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope

TABLE OF CONTENTS. Introduction SECTION A ‐‐ DEFINITIONS 1 CLAUSE A1 DEFINITIONS 1 SECTION B ‐‐ CONTRACTOR’S ADMINISTRATION AND SUPERVISION OF THE WORK 2 CLAUSE B1 CONTRACTOR’S PERFORMANCE GENERALLY 2 CLAUSE B2 SUPERINTENDENCE BY THE CONTRACTOR 2 CLAUSE B3 KEY PERSONNEL 2 CLAUSE B4 OTHER CONTRACTS 3 CLAUSE B5 PROJECT SITE SIGNAGE. 4 CLAUSE B6 ADVERTISEMENT 4 CLAUSE B7 PROGRESS MEETINGS 4 CLAUSE B8 MATERIAL AND WORKMANSHIP 4 CLAUSE B9 SUBSTITUTIONS 5 CLAUSE B10 INSPECTION AND TEST 5 CLAUSE B11 SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK 6 OVERVIEW CLAUSE B12 DIFFERING SITE CONDITIONS 7 CLAUSE B13 SAFETY PRECAUTIONS AND PURPOSE PROGRAMS 7 CLAUSE B14 PROTECTION OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud THE WORK AND ADJACENT PROPERTY DURING CONSTRUCTION OPERATIONS 8 Lot 4 – Implementation Services 8 PRODUCTS CLAUSE B15 EMERGENCIES ENDANGERING PERSONS OR PROPERTY 9 CLAUSE B16 HAZARDOUS MATERIALS DISCOVERED ON THE SITE 9 CLAUSE B17 SPILLS OR DISCHARGE OF CONTAMINANTS BY CONTRACTOR 9 CLAUSE B18 SOIL MANAGEMENT PROCEDURES 10 CLAUSE B19 BUILDING COMMISSIONING PROCESS 10 SECTION C ‐‐ CONSTRUCTION PRACTICES AT THE SITE 10 CLAUSE C1 FIGHTING, VANDALISM, INAPPROPRIATE BEHAVIOR, NO HARASSMENT 10 CLAUSE C2 NO WEAPONS, ALCOHOL, DRUGS, SMOKING 10 CLAUSE C3 DISPOSAL AND SALVAGE 10 CLAUSE C4 CLEANING UP 11 CLAUSE C5 JOB CONDITIONS ‐ TEMPORARY FACILITIES AND SERVICES EXCLUDED FROM 11 CLAUSE C6 USE OF FACILITIES/SITE 12 CLAUSE C7 UTILITY SHUTDOWNS 12 CLAUSE C8 ALTERATION WORK 12 CLAUSE C9 INGRESS, EGRESS, AND CIRCULATION 13 CLAUSE C10 SHORING AND BRACING 13 CLAUSE C11 WEATHER CONDITIONS/WORK IN FREEZING WEATHER 13 CLAUSE C12 PUMPING AND DRAINAGE 13 CLAUSE C13 EXPLOSIVES 14 CLAUSE C14 LAYOUT OF WORK 14 CLAUSE C15 NOISE 14 CLAUSE C16 NOT USED 14 CLAUSE C17 PARKING 14 CLAUSE C18 EXISTING BUILDING ACCESS CONTROL/SECURITY AND FIRE ALARM SYSTEMS 14 CLAUSE C19 CONSTRUCTION FENCE 15 CLAUSE C20 UTILITY XXXX OUT 15 SECTION D ‐‐ RESPONSIBILITIES 15 CLAUSE D1 RESPONSIBILITIES OF THE SCOPE ARCHITECT‐ENGINEER 15 CLAUSE D2 SUBCONTRACTS 16 CLAUSE D3 PRINCETON COLLABORATIVE SYSTEM – PCS 17 SECTION E ‐‐ CONTRACT TIME: SCHEDULES, DELAYS, AND EXTENSIONS OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND TIME 18 CLAUSE E1 PROJECT SCHEDULE 18 CLAUSE E2 UPDATED PROJECT SCHEDULES AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS PROGRESS REPORTS 19 CLAUSE E3 PROGRESS AND CONFLICT COMPLETION 20 CLAUSE E4 ACCELERATION OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 THE WORK 20 CLAUSE E5 EXCUSABLE DELAYS; EXTENSION OF TIME 20 CLAUSE E6 UNEXCUSED DELAYS 22 CLAUSE E7 DETERMINATION OF CONTRACTOR’S DELAY DAMAGES 22 CLAUSE E8 DETERMINATION OF PRINCETON UNIVERSITY’S DELAY DAMAGES 22 CLAUSE E9 SUSPENSION OF WORK 23 CLAUSE E10 SUBSTANTIAL COMPLETION 23 CLAUSE E11 USE AND POSSESSION PRIOR TO COMPLETION 24 CLAUSE E12 FINAL PAYMENT 24 SECTION F ‐‐ SUBMITTALS 24 CLAUSE F1 SHOP DRAWINGS, PRODUCT DATA, SAMPLES, CERTIFIED TEST REPORTS, AND CERTIFICATES OF COMPLIANCE 24 CLAUSE F2 AS‐BUILT DRAWINGS 25 CLAUSE F3 OPERATING AND MAINTENANCE MANUALS 25 CLAUSE F4 WARRANTIES AND GUARANTEES 25 CLAUSE F5 CONSTRUCTION AND WASTE MANAGEMENT PLAN 26 CLAUSE F6 ATTIC STOCK AND SPARE PARTS 26 SECTION G ‐‐ INSURANCE AND INDEMNITY 26 CLAUSE G1 INSURANCE 26 CLAUSE G2 INDEMNIFICATION AND DEFENSE 29 CLAUSE G3 BONDS 29 SECTION H ‐‐ LEGAL REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX 30 CLAUSE H1 COMPLIANCE WITH LAWS 30 CLAUSE H2 APPLICABLE LAW §5-30 CLAUSE H3 CLAIMS, CLAIM PROCEDURES 30 CLAUSE H4 DISPUTE RESOLUTION 30 CLAUSE H5 WORK TO CONTINUE DURING DISPUTES 31 CLAUSE H6 RIGHTS AND REMEDIES 32 CLAUSE H7 NO WAIVER 32 CLAUSE H8 STATUTE OF LIMITATIONS 32 CLAUSE H9 INVOICES 32 CLAUSE H10 RELEASE/LIENS 32 CLAUSE H11 TAXES 33 CLAUSE H12 ASSIGNMENT 33 CLAUSE H13 PERMITS 33 CLAUSE H14 TERMINATION 33 CLAUSE H10 – EXHIBITS 35 EXHIBIT A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 ‐ CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS PARTIAL RELEASE AND INVOICING 21 PAYMENTS 22 MAINTENANCE CERTIFICATE OF PARTIAL PAYMENT 35 EXHIBIT B ‐ SUBCONTRACTOR’S PARTIAL RELEASE AND SUPPORT CERTIFICATE OF PARTIAL PAYMENT 35 EXHIBIT C ‐ CONTRACTOR’S FINAL RELEASE AND CERTIFICATE OF FINAL PAYMENT 35 EXHIBIT D ‐ SUBCONTRACTOR’S FINAL RELEASE AND CERTIFICATE OF FINAL PAYMENT 36 SECTION I ‐‐ MISCELLANEOUS PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS 37 CLAUSE I1 NOTICES 37 CLAUSE I2 CAPTIONS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 HEADINGS 37 CLAUSE I3 NO THIRD PARTY BENEFICIARIES 37 CLAUSE I4 OWNERSHIP AND USE OF RECYCLED OR REMANUFACTURED DOCUMENTS 37 CLAUSE I5 RETENTION OF DOCUMENTS ON SITE 37 CLAUSE I6 CONTRACTOR’S RECORDS/RIGHT TO AUDIT 38 CLAUSE I7 CONFIDENTIAL INFORMATION 38 CLAUSE I8 EQUAL OPPORTUNITY EMPLOYER 38 CLAUSE I9 ENTIRE CONTRACT 38 SECTION J – TERMS & CONDITIONS FOR FIXED PRICE TYPE CONTRACTS 38 CLAUSE J1 CHANGES 38 CLAUSE J2 PAYMENTS UNDER FIXED‐PRICE CONSTRUCTION CONTRACTS 40 SECTION K – TERMS & CONDITIONS FOR TIME‐AND MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEOT&M) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM TYPE CONTRACTS 42 CLAUSE K1 CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeCLAUSE K2 PAYMENTS UNDER TIME‐AND‐MATERIAL CONTRACTS 43 SECTION A ‐‐ DEFINITIONS CLAUSE A1 DEFINITIONS

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF COVER SHEET PROPOSAL SHEET THIS CONTRACT IS FOR TIP N/A CONTRACT ID DN00401 FOR GRADING, PAVE, PAVEMENT MARKINGS; SIGNING, TRAFFIC CONTROL TYPE OF WORK IN HAYWOOD, JACKSON, XXXXX Counties. SPECIAL PROVISIONS COMPUTER BID PREPARATION WITH EMAIL (OPTIONAL) 6 Contract Scope CONTRACT TIME AND LIQUIDATED DAMAGES 6 LOT OVERVIEW 6 Lot INTERMEDIATE CONTRACT TIME NUMBER 1 – Software 6 Lot 2 – Hardware AND LIQUIDATED DAMAGES 7 Lot 3 – Cloud NO MAJOR CONTRACT ITEMS 7 NO SPECIALTY ITEMS 8 Lot 4 – Implementation Services FUEL PRICE ADJUSTMENT: 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE SCHEDULE OF THIS CONTRACT ESTIMATED COMPLETION PROGRESS 8 DISADVANTAGED BUSINESS ENTERPRISE (DIVISIONS) 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5CERTIFICATION FOR FEDERAL-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES AID CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT ARRA CONTRACT PROVISIONS AND 21 REPORTING REQUIREMENT CERTIFICATION 21 FEDERAL AND STATE REQUIREMENTS 25 AND SPECIAL CONDITIONS 25 Bid Bond Requirements 50 Performance and Payment Bonding Requirements 50 Warranty of the Work and Maintenance Bonds 51 ATTACHMENT A 55 CERTIFICATION REGARDING LOBBYING 55 ATTACHMENT B 56 ATTACHMENT D 58 ATTACHMENT E 59 U.S. DEPARTMENT OF TRANSPORTATION HOTLINE 60 SUBSURFACE INFORMATION: 60 LOCATING EXISTING UNDERGROUND UTILITIES 60 RESOURCE CONSERVATION: 60 DOMESTIC STEEL 61 MAINTENANCE OF THE PROJECT: 61 GIFTS FROM VENDORS AND CONTRACTORS 62 LIABILITY INSURANCE 62 EROSION AND SEDIMENT CONTROL/STORMWATER CERTIFICATION: 62 PROCEDURE FOR MONITORING BORROW PIT DISCHARGE 67 EMPLOYMENT 68 STATE HIGHWAY ADMINISTRATOR TITLE CHANGE 68 SUBLETTING OF CONTRACT 69 DIVISION LET CONTRACT PREQUALIFICATION: 69 ROADWAY 70 AVAILABILITY OF FUNDS – TERMINATION OF CONTRACTS 84 NCDOT GENERAL SEED SPECIFICATION FOR SEED QUALITY 85 ERRATA 88 PLANT AND PEST QUARANTINES 90 AWARD OF CONTRACT 91 MINORITY AND FEMALE EMPLOYMENT REQUIREMENTS 92 REQUIRED CONTRACT PROVISIONS FEDERAL - AID CONSTRUCTION CONTRACTS 95 ON-THE-JOB TRAINING 104 MINIMUM WAGES 107 EROSION CONTROL EC PROPOSAL ITEM SHEET AND SIGNATURE SHEET ITEM SHEET(S) INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS TO BIDDERS PLEASE READ ALL INSTRUCTIONS CAREFULLY BEFORE PREPARING AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized UsersSUBMITTING YOUR BID. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements All bids shall be competitive at prepared and submitted in accordance with the transactional level via Request following requirements. Failure to comply with any requirement may cause the bid to be considered irregular and may be grounds for Quotations (RFQ) and will allow an Authorized User the ability to procure within any rejection of the Lots, or across Lots. Contract Scopebid.

TABLE OF CONTENTS. Introduction SECTION ITEM PAGE 1 TERM 3 2 BASE RENT 3 2.1 RENT CREDIT 5 3 COMMON AREA AND MAINTENANCE CHARGE 5 CAM Charge and Increase 5 Operating Costs Definition 6 OVERVIEW 4 REMODELING AND PURPOSE OF THIS CONTRACT MAINTENANCEOF PREMISES 6 Contract Scope General Interior Repairs and Maintenance 6 LOT OVERVIEW Structural and Systems 6 Lot 1 – Software 6 Lot 2 – Hardware Other Repairs and Replacements 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Plan Approval 7 Quality of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 Work 7 5 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES PREMISES 7 Other Uses 7 6 SIGNAGE 8 7 LANDSCAPING, SNOW AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 ICE REMOVAL 8 8 RUBBISH REMOVAL 8 9 INSPECTION OF RECORDS FROM 8 10 MANAGEMENT CONFERENCE 9 11 RIGHT TO ENTER PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED 9 12 MODIFICATIONS TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for STRUCTURES 9 13 UTILITY CHARGES REIMBURSEMENT 9 14 INSURANCE 10 Public Liability Insurance 10 Fire and Extended Coverage 10 Mutual Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION Subrogation 11 15 INDEMNIFICATION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 LESSOR 12 16 COMPLIANCE WITH FEDERALLAW 12 17 LIENS 13 18 REMEDIES FOR BREACH 13 19 REDELIVERY OF PREMISES 15 20 NOTICES 15 21 POTENTIAL OPTION TO RENEW OR EXTEND 16 22 QUIET ENJOYMENT 16 23 MISCELLANEOUS 17 24 SUCCESSORS 17 25 MEMORANDUM OF LEASE 18 LEASE AGREEMENT THIS LEASE AGREEMENT made this day of , STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION 2022 between the CITY OF BRECKSVILLE, an Ohio Municipal Corporation (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSherein called the “City” or “Lessor”), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudas Lessor, and Implementation servicesCHAGRIN VALLEY DISPATCH COUNCIL, as Lessee, pursuant to authority duly adopted by the City on and authorized by the appropriate proceedings of the Lessee taken on October 20, 2021, respectively, copies of which are attached hereto as Exhibits “A” and “B” As required by the context herein, and as permitted by law, reference to the “City” shall also include its respective officials, agents and employees. The procurements shall be competitive at the transactional level via Request City for Quotations (RFQ) and will allow an Authorized User the ability to procure within any in consideration of the Lotscovenants and agreements hereinafter set forth on the part of Lessee to be kept and performed does hereby demise and lease unto the Lessee, and the Lessee does hereby take and hire, upon and subject to the conditions hereinafter expressed, the building known as Building #2 consisting of approximately 4,774 square feet, with a street address of 0000 Xxxxx Xxxx, Brecksville, Ohio, including the use of access roads servicing said building, and improvements therein, the Lease Premises being depicted in Exhibit “C” attached hereto and herein called the “Leased Premises” or across Lots. Contract Scope“Premises.” The Leased Premises is a part of certain other lands and buildings owned by the City of which the Leased Premises is a part, which collectively are known as the “Blossom Complex.”

TABLE OF CONTENTS. Introduction A. GENERAL 10 1 Scope of bid 10 2 Source of funds 10 3 Corrupt Practices 6 OVERVIEW 4 Eligible bidders 10 5 Qualification of the bidder 11 6 One bid per bidder 12 7 Cost of Bidding 12 8 Site Visit 12 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 16 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 167 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction Agreement 1 Preamble 1 Recognition 1 Board of Education 2 Management 2 Grievance Procedure 2 Professional Services 4 Vacancies, Promotions, Appointments and Transfers 5 Sick Leave and Personal Leave 6 OVERVIEW Child Bearing and Child Rearing Leave 7 Leaves for Professional Association Officers 8 Professional Growth 8 Resumption of Benefits After Leave 8 Administrative Structure 8 Protection 9 Professional Development and Educational Improvement 9 School Board Responsibilities 10 Fringe Benefits Common to All in Unit 10 Group Health Insurance 10 Dental Insurance 11 Absence Due to Injury on the Job 12 Workers’ Compensation Overpayment 12 Personal Property Damage 12 Vacations 13 Holidays 13 School Closing Due to Weather 14 General Considerations 14 Length of Agreement 14 Abolishment of Position 15 Time Off for Legal Proceedings 15 Personnel Files 15 Derogatory Materials 15 Association President - Superintendent Xxxxxxx 15 Salaries 16 Retirement Incentive 17 Mileage Reimbursement 18 Evaluation Plan 18 Evaluation of Unit Members 18 Administrative Competencies 19 Remediation of Unit Members 21 Grievance Form - Appendix A 23 Administrative Self-Directed Professional Development Plan - Appendix B 24 Year End Summary (YES) Form - Appendix C 25 Administrative Assistant for Student Services Memorandum of Understanding - Appendix D 26 APPR Addendum General Agreement – Appendix E… 28 Xxxxxx Law Amendment 37 INDEX Abolishment of Position 15 Absence Due to Injury on the Job 12 Administrative Assistant for Student Services Memorandum of Understanding - Appendix D 26 Administrative Competencies 19 Administrative Self-Directed Professional Development Plan - Appendix B 24 Administrative Structure 8 Agreement 1 APPR Addendum General Agreement… 28 Association President - Superintendent Xxxxxxx 15 Board of Education 2 Child Bearing and Child Rearing Leave 7 Dental Insurance 11 Derogatory Materials 15 Evaluation of Unit Members 18 Evaluation Plan 18 Fringe Benefits Common to All in Unit 10 General Considerations 14 Grievance From - Appendix A 23 Grievance Procedure 2 Group Health Insurance 10 Holidays 13 Leaves for Professional Association Officers 8 Length of Agreement 14 Management 2 Mileage Reimbursement 18 Personal Property Damage 12 Personnel Files 15 Preamble 1 Professional Development and Educational Improvement 9 Professional Growth 8 Professional Services 4 Protection 9 Recognition 1 Remediation of Unit Members 21 Resumption of Benefits After Leave 8 Retirement Incentive 17 Salaries 16 School Board Responsibilities 10 School Closing Due to Weather 14 Sick Leave and Personal Leave 6 Xxxxxx Law Amendment 37 Time Off for Legal Proceedings 15 Vacancies, Promotions, Appointments and Transfers 5 Vacations 13 Workers’ Compensation Overpayment 12 Year End Summary (YES) Form - Appendix C 25 CONTRACTUAL AGREEMENT BETWEEN NORTH SYRACUSE CENTRAL SCHOOL DISTRICT AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeNORTH SYRACUSE PRINCIPALS’ ASSOCIATION

TABLE OF CONTENTS. Introduction Contents Pg. # INSTRUCTIONS TO BIDDERS (ITB) 5 Source of Funds 5 Eligible Bidders 5 Eligible Goods and Services 5 Cost of Bidding 5 The Bidding Procedure 5 Content of the Bidding Documents 6 OVERVIEW Clarification of Bidding Documents 6 Amendment of Bidding Documents 7 PREPARATION OF BIDS 7 Language of Bid 7 Documents Comprising of Bid 7 Bid Form and Price Schedule 7 Bid Prices 7 Bid Currencies 8 Documents Establishing bidder's Eligibility and Qualification 8 Bid Security 8 Bid Validity 8 Format and Signing of Bid 9 SUBMISSION OF BID 9 Sealing and Marking of Bid 9 Deadline for Submission of Bid 10 Late Bid 10 Withdrawal of Bid 10 OPENING AND PURPOSE EVALUATION OF THIS BID 10 Opening of Bid 10 Clarification of Bids 11 Preliminary Examination 11 Evaluation & Comparison of Bids 11 Evaluation Criteria 12-14 Performance Guarantee 15 Signing of Contract 15 Contacting the Procuring Agency 15 Qualification and Disqualification of Bidders 15 Rejection of Bids 16 Re-Bidding 16 Announcement of Evaluation Report 16 AWARD OF CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM Acceptance of Bid and Award Criteria 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the Procuring agency’s right to vary quantities at time of award 16 Limitations on Negotiations 16 Notification of Award 17 Termination of the Contract 17 Corrupt and Fraudulent Practices 17 GENERAL CONDITONS OF CONTRACT 18 Authorized User Reserved Rights Definitions 18 LIVING WAGE Application 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Standards 18 Use of Contract Terms Documents and Information 19 Labeling and Packing of the Medicines 19 Delivery of Documents 19 Payment, Prices, Contract Amendments, Penalties/liquidated Damages 19 Governing Languages 20 Applicable Law & Schedule of Requirements 20 Price Schedule 21 Condition for Responding to Authorized User Request for Quote 21 TENDER FORM (FORMAT) 22 PERFORMANCE GUARANTEE (FORMAT) 23 AFFIDAVIT (FORMAT) 24 2 PUNJAB HEALTH FACILITIES MANAGEMENT COMPANY PRIMARY & SECONDARY HEALTHCARE DEPARTMENT GOVERNMENT OF THE PUNJAB INVITATION FOR BIDS FRAMEWORK CONTRACT FOR THE PROCUREMENT OF MEDICINES/SURGICAL DISPOSABLES DAY TO DAY BASIS LOCAL PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE(FY 2019-INSTALLATION SITE VISITS 00 XXX 20) FOR GOVT. XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 MaintenanceXXXXX MEMORIAL HOSPITAL, SODIWAL, LAHORE [ Sealed bids are invited from well reputed & registered firms/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT Authorized distributors/Pharmacies/Medical stores and experienced suppliers registered with Sales Tax (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQFiler) and will allow an Authorized User Income Tax (Filer) departments and involved in the ability business of medicine, for the Framework Contract for the procurement of Medicines / Surgical Disposables (Day to procure within any of the LotsDay Basis Local Purchase) FOR Government Xxxx Xxxxx Xxxxx Memorial Hospital, or across Lots. Contract ScopeSodiwal, Lahore for FY 2019-20 under Punjab Procurement Rules 2014.

TABLE OF CONTENTS. Introduction A. GENERAL 16 1 Scope of bid 16 2 Source of funds 16 3 Corrupt Practices 13 4 Eligible bidders 164 5 Qualification of the bidder 17 6 OVERVIEW One bid per bidder 17 7 Cost of Bidding 18 8 Site Visit 185 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 20 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 22 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS accept any bid and to reject any or all bids 22 33 Notification of award 22 34 Signing of agreement 22 35 Performance security 22 36 Contract Effectiveness… 23 CONDITIONS OF TENDERERS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeBIDDERS

TABLE OF CONTENTS. Introduction TABLE OF CONTENTS i INSTRUCTIONAL STAFF DIRECTORY 1 ADMINISTRATION, SUPERVISION & SUPPORT PERSONNEL 2 BOARD OF EDUCATION OFFICERS & MEMBERS 2 2019-2020 SCHOOL CALENDAR 3 DAILY SCHEDULE OF CLASS PERIODS 4 SCHOOL DISTRICT FLOOR PLAN 5 ACADEMIC ACHIEVEMENT 6 OVERVIEW ACTIVITIES 6 ANNOUNCEMENTS & BULLETIN BOARDS 7 ATTENDANCE & HOMEWORK REQUESTS 7 BACKPACKS/BOOK BAGS/PURSES 10 BEHAVIORAL EXPECTATIONS 10 BUSING/TRANSPORTATION 11 CANCELLATION OF SCHOOL 13 CHILD CARE 13 CHROMEBOOK USAGE AGREEMENT 13 COLLEGE-TECH SCHOOL VISITATIONS 14 CONDUCT AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 COURTESY 14 COUNSELING SERVICES 17 DIRECTORY INFORMATION 17 DRESS 17 FAMILY ACCESS 19 FEES, FINES AND CHARGES 19 FIELD TRIPS 19 FIRST AID 20 GRADE PLACEMENT 20 (Continued on next page) GRADUATION REQUIREMENTS 21 HALL PASSES 21 HARASSMENT POLICY 21 HONORS PASS PROGRAM 22 LIBRARY PROCEDURES 23 LOCKERS AND LOCKS 23 LUNCH/BREAKFAST 24 MAJORITY AGE STUDENTS 24 MEDICATION AT SCHOOL 24 MONEY AT SCHOOL 25 MONEY AND ACCOUNTS – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves (information for the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Treasurer of Reseller(san organization) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 25 NON-STATE AGENCIES DISCRIMINATION POLICY AND EQUAL EDUCATION 25 OPTIONS PROGRAMS 25 PHYSICAL EDUCATION 26 PLAGIARISM 26 SCHEDULE CHANGES 27 SCHOOL SAFETY 27 SEMESTER EXAMS 27 SOCIAL REGULATIONS 28 SOLICITATION BY STUDENTS 28 SPECTATOR BEHAVIOR 29 STANDARDIZED TESTING 29 STUDENT PLANNER 29 TEACHER MAILBOXES 29 TECHNOLOGY USE/CODE OF CONDUCT 30 TELEPHONE MESSAGE PROCEDURES 30 TEXTBOOK SERVICE 30 THREATS 30 TRAFFIC WITHIN SCHOOL 30 (Continued on next page) TRITON/ONLINE COURSES 30 VISITORS TO SCHOOL 31 WEAPONS 31 WORK PERMIT 31 MISCELLANEOUS 31 HOW TO GET HELP WITH A CONCERN 32 STUDENT ACTIVITIES HANDBOOK INTRODUCTION 33 EXTRA CURRICULAR PARTICIPANTS 34 ELIGIBILITY 34 GENERAL RULES FOR PARTICIPATION IN CENTRALIZED CONTRACTS ACTIVITIES 35 CRITERIA FOR HOLDING AN OFFICE IN ANY ACTIVITY 36 WIAA RULES FOR PARTICIPATION IN ATHLETICS 37 ACTIVITY CODE PENALTIES 37 A. ALCOHOL, TOBACCO AND EXTENSION DRUGS VIOLATIONS 37 B. CONDUCT UNBECOMING TO A STUDENT VIOLATIONS 39 C. REPORTING OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS A VIOLATION 40 CONTRACTOR PERFORMANCE AUDIT D. STUDENT SELF DISCLOSURE 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION E. INVESTIGATION PROCESS 41 BACKGROUND CHECKS APPEAL PROCESS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development BULLYING/HARASSMENT INCIDENT REPORT FORM 42 STUDENT AND ACTIVITY HANDBOOK AGREEMENT FORM 44 INSTRUCTIONAL STAFF DIRECTORY Xxxxxxxxx, Xx. Xxxxxxx Music Xxxxxxxx,Xx. Xxxxx HS/MS Math Xxxxx, Mrs. Xxxxxxxx HS/MS Science Xxxxxx-Xxxxx, Xxx. Xxxxxx Xxxxxxxxx Xxxxxxx, Mrs. Xxxxx MS/HS Business Xxxxxxx, Xx. Xxxxxx HS Resource Xxxxxxx, Mrs. Xxxxxxxxx XXX/MS/HS Resource Xxxxxx, Mrs. Xxxxx HS/XX. Xxx Xx Xxxxxxxx-Xxxxxxx, Mrs. Xxxx MS/HS Band Xxxxxx, Xx. Xxxxx XX Xxxx Xxxxxxxxxxxxx, Mr. Xxx Health and Phy Xx Xxxxxxxxxxxxx, Mrs. Xxxxx XX Xxxxxxx Xxxxxx-Xxxxx, Mr. Xxxx Xxxxxxx/ASP Coordinator Runge, Mrs. Xxxxx 6th Gr. Math/Reading/Science/8th Gr. Science Xxxxx, Mrs. Xxxx Agriculture Xxxxxxxxx, Xx. Xxxx HS Science Xxxxxx, Xxx. Xxxxx MS/HS English Szwet, Mr. Xxxxx 8th Gr./HS Tech Xx Xxxxxx, Mr. Xxxxx MS Social Studies Xxxxxx, Mrs. Xxxxxxx XX Xxxxxxx/Triton Coordinator Xxxxxxxx, Mrs. Xxx MS Resource Xxxxxxxx, Ms. Xxxxxx MS/HS Art Xxxxx, Mr. Xxxxx HS Social Studies ADMINISTRATIVE, SUPPORT & DISTRICT STAFF ADMINISTRATION Xxx. Xxxxx Xxxxxx District Administrator PH: 920-842-2178 ext. 1042 Xxx. Xxxxxx Xxxx Principal PH: 920-842-2181 ext. 1004 Xxx. Xxxxxxxx Xxxxx Director of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation Special Education/PST/Director of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized UsersCurriculum PH: 920-842-2178 ext. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope1181

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Definitions and References1 Definitions1 References; Construction17 Purchase and Sale; Purchase Price18 Title and Environmental Defects18 Preferential Rights to Purchase; Consents to Assignment25 Imbalance Volumes27 Certain Upward Adjustments27 Certain Downward Adjustments27 Closing Date Estimates28 Final Accounting28 Payments29 Seller’s Representations and Warranties29 Organization, Good Standing, Etc.29 Legal Requirements29 No Breach29 Litigation30 Taxes30 Compliance with Laws30 Contracts30 Environmental Proceedings31 Authority32 Broker’s or Finder’s Fees32 Foreign Person32 Capital Projects32 Leases32 Imbalance Volumes; Payments for Production32 Preferential Purchase Rights33 Required Consents33 Bankruptcy; Insolvency33 Outstanding Unit Proposals33 Buyer’s Representations and Warranties33 Organization, Good Standing, Etc.33 Powers33 No Restriction33 Authorization34 No Breach34 Governmental Consent34 Litigation34 Broker’s or Finder’s Fees34 Qualifications34 Funding; Investment34 Bankruptcy; Insolvency35 Covenants35 Access to Records35 Access to Properties36 Conduct of Business37 Consents and Operations39 Conditions39 Additional Properties39 Revenues Held For Benefit of the Other Party39 Extension and Renewal of Expiring Leases40 Limitations on Representations and Warranties40 Taxes42 Buyer’s Conditions Precedent43 No Injunctions or Orders43 No Legal Proceedings43 Representations43 Performance43 Purchase Price Adjustments44 Closing Deliverables44 AKM Consent44 Seller’s Conditions Precedent44 No Injunctions or Orders44 No Legal Proceedings44 Representations44 Performance44 Title Defects and Environmental Defects45 Closing Deliverables45 AKM Consent45 The Closing45 Buyer’s Deliveries45 Seller’s Deliveries46 Post-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 EClosing Adjustments46 Post-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Closing Deliveries46 Costs and Expenses47 Risk of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Loss47 Press Releases47 Indemnification47 Assumed Obligations47 Seller’s Indemnification47 Buyer’s Indemnification48 Express Negligence48 Indemnification Procedure49 Defense49 Certain Limitations on Indemnity Obligations50 Exclusive Remedy52 Satisfaction52 Termination52 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Terminate52 Effect of Termination53 Distribution of Deposit and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACTRemedies upon Termination53 Default55 Arbitration56 Negotiation56 Mediation56 Arbitration; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach Rules of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Arbitration56 Consolidation57 Initiation; Selection of Arbitrators57 Procedure58 Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer Timing58 Expenses; Award of Data at end Fees58 Limitations59 Enforcement; Remedies59 Miscellaneous59 Time59 Notices59 Survival60 Cooperation61 No Third Party Beneficiaries61 Cumulative Remedies61 Choice of Contract and/or Authorized User Agreement Term 38 Transfer Law61 Entire Agreement61 Assignment62 Amendment62 Severability62 Attorney Fees62 Waiver62 Counterparts; Facsimiles; Electronic Transmission62 Joint Acknowledgment63 Waiver of Data; Charges 38 Transfer Jury Trial, Special Damages, etc63 Possible Exchange63 Mutuality63 Schedules64 Preparation of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADESAgreement64 Filings, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATIONNotices and Approvals64 Nonrecourse to Others64 27242226 i EXHIBITS Exhibit AProperties and Allocated Values Exhibit BForm of Assignment, TERMINATION OR SUSPENSION OF SERVICES 39 Return Xxxx of Data 39 Suspension Sale and Conveyance Exhibit CForm of Services 39 Expiration or Termination Non-Foreign Status Certificate Exhibit DForm of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation Closing Certificate Exhibit EForm of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEscrow Agreement

TABLE OF CONTENTS. Introduction Article Page 1 Purpose 1 2 Recognition & Scope 1 3 Definitions 1 4 Management Rights 2 5 Discrimination/Harassment 3 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 No Strikes or Lockouts 7 7 Union Security 7 8 Union Committee & Representation 8 9 Health, Safety and Environment 11 10 Grievance and Arbitration Procedure 17 11 Discipline 22 12 Seniority and Service 24 13 Job Posting 28 14 Layoff and Recall 31 15 Leaves of Absence 36 16 Hours of Work & Scheduling 43 17 Premium Payment 46 18 Holidays 48 19 Vacation 51 20 Health & Welfare & Insured Benefits 56 21 Part-Time Employee Benefits 60 22 Group RRSP 60 23 Illness Notification and Certificates 60 24 Wages 61 25 Technological Change 64 26 Bulletin Board 64 27 Notice of Address Change 64 28 Changes in Agreement 64 29 Printing of Collective Agreement 64 30 Resident Abuse Probationary Period 64 65 31 Duration 65 Schedule “A” Wage Grid; Wage & Pay Equity Adjustments 66 Letter of Understanding re Finnish Facility 69 Letter of Understanding re Group RRSP 71 Letter of Understanding re Holidays: Full-Time Finlandia Employees/Former Garson Employees 72 Letter of Understanding re Vacation Payout 74 Letter of Understanding re Harassment Policy in Respect of Unifor and its Local 598 (Mine Mill) Members 76 Letter of Understanding re Discrimination/Harassment, Human Rights 80 Letter of Understanding re Violence Against Women 82 Letter of Understanding re CMI Results 83 Letter of Understanding re Scheduling Guidelines 84 Letter of Understanding re Shift Preferences 87 Letter of Understanding re Dietary Department 88 Letter of Understanding re Xxxx Positions 90 Letter of Understanding re Activity Aide (Certified): Restorative Care (Certified) 91 Letter of Understanding re Workfare Programs 92 Letter of Understanding re Working Supervisors 93 Letter of Understanding re Smoking 94 Letter of Understanding re Nursing Department Unit Assignments Letter of Understanding re Awareness of Women’s Issues Letter of Understanding re Unfilled Shifts Letter of Understanding re: Food Service Worker Training Letter of Understanding re: Staff Schedule Care Letter of Understanding re Flow Through of Additional Funding for Wages 95 97 98 99 100 101 Letter of Understanding re Overtime – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Compensating Time Off 102 Letter of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT Understanding re: Local Health Integration Networks (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQLHINS) and will allow an Authorized User the ability 105 Restructuring Letter of Understanding re Transition to procure within any New Vacation 106 Letter of the Lots, or across Lots. Contract ScopeUnderstanding re Automated Software Program – filling shifts 109

TABLE OF CONTENTS. Introduction A. GENERAL 12 1 Scope of bid 12 1 Source of funds 12 3 Corrupt Practices 13 4 Eligible bidders 124 5 Qualification of the bidder 13 6 OVERVIEW One bid per bidder 13 7 Cost of Bidding 14 8 Site Visit 145 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 16 11 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 18 19 Pre-bid meeting 18 10 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 11 Sealing and Marking of Bids 19 11 Deadline for Submission of Bids 19 13 Late bids 19 14 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 10 15 Bid Opening 10 16 Process to be confidential 10 17 Clarification of bids and contacting of the employer 10 18 Examination of bids and determination of responsiveness 11 19 Correction of errors 11 30 Evaluation and comparison of bids 11 30 Preference for domestic bidders 11 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 11 31 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 11 33 Notification of Reseller(s) Participation 21 Designation award 11 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 11 35 Performance 21 Applicability of security 11 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 13

TABLE OF CONTENTS. Introduction Article 1 FRAMEWORK AND IMPLEMENTATION 1 Preamble 1 Definitions 1 Recognition of the Faculty Association. 3 Deduction of Association Dues 3 Appointment, Promotion, Tenure and Entry of Excluded ASMs 3 Management Rights 4 Collegial Rights of Members 4 Office Space and University Services for the Association. 4 Release Time For, and Recognition Of, Association Service 4 Joint Association/University Relations Committee. 4 Pensions and Benefits Committees 5 Assistance for the Association 5 Correspondence and Information 5 Copies of the Collective Agreement 6 OVERVIEW Transition to the Collective Agreement 7 Duration of Collective Agreement 7 No Strike or Lockout 7 Conflict of Interest 7 Personal Files 8 Contents of the File 8 Access to the File 10 Article 2 ACADEMIC RIGHTS AND PURPOSE FREEDOMS 11 Non-discrimination 11 Ethical Conduct for Research Involving Humans 11 Article 3 DUTIES AND RESPONSIBILITIES OF THIS CONTRACT FACULTY MEMBERS. 13 Workload of Faculty Members 14 St. John’s Campus 15 Xxxxxxxx College 15 Variations from the Teaching Norm 17 General Considerations 20 Article 4 DUTIES AND RESPONSIBILITIES OF LIBRARIANS. 22 Support for Research and Professional Development. 23 Article 5 REDUCTION IN DUTIES AND RESPONSIBILITIES. 24 Article 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware RESEARCH APPOINTMENTS 25 Article 7 Lot 3 – Cloud APPOINTMENT OF FACULTY MEMBERS 26 Initiating Appointments 26 Formation of Search Committees 26 Search Procedures 28 Appointment Criteria 29 Recommendation of the Administrative Head 29 Notification of Appointment 29 Cancellation of a Search 30 Article 8 Lot 4 – Implementation Services 8 PRODUCTS PROCEDURES FOR THE FORMATION OF PROMOTION AND SERVICES EXCLUDED FROM TENURE COMMITTEES FOR FACULTY MEMBERS 31 Article 9 THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS ASSESSMENT FILE FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND DECISION YEAR REVIEW, EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADETENURE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES TRACK APPOINTMENT, TENURE AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY PROMOTION FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND FACULTY MEMBERS 33 Article 10 PROCEDURES FOR EQUAL EMPLOYMENT PROMOTION AND BUSINESS PARTICIPATION OPPORTUNITIES TENURE COMMITTEES FOR MINORITY GROUP FACULTY MEMBERS 35 Article 11 TENURE-TRACK APPOINTMENT AND NEW YORK STATE CERTIFIED MINORITY- TENURE FOR FACULTY MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Non-decision Year Reviews 37 Timing of Tenure Consideration 38 Extension of Tenure-track Appointment. 38 Procedures for Obtaining External Appraisals of Candidates for Tenure 38 Consideration for Tenure 39 Part-time Tenure-track Appointments 40 Informing the Committee and the Candidate. 40 Criteria for Tenure 40 Article 12 PROCEDURES AND WOMEN-OWNED BUSINESS ENTERPRISES 32 CRITERIA FOR PROMOTION OF FACULTY MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request Procedures 42 Procedures for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach Obtaining External Appraisals of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION Candidates for Promotion to the Rank of Associate Professor or Professor. 42 Criteria for Promotion 43 Promotion to the Rank of Associate Professor 44 Promotion to the Rank of Professor 44 Article 13 APPOINTMENT OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and LIBRARIANS 46 Initiating Appointments 46 Formation of Search Committees 46 Search Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any 47 Appointment Criteria 49 Recommendation of the Lots, or across LotsUniversity Librarian. Contract Scope49 Recommendation of the Vice-president (Academic). 50 Notification of Appointment 50 Cancellation of a Search 50 Article 14 PROCEDURES FOR THE FORMATION OF PROMOTION AND TENURE COMMITTEES FOR LIBRARIANS 51

TABLE OF CONTENTS. Introduction A. GENERAL 12 1 Scope of bid 12 2 Source of funds 12 3 Corrupt Practices 13 4 Eligible bidders 12 5 Qualification of the bidder 13 6 OVERVIEW One bid per bidder 14 7 Cost of Bidding 14 8 Site Visit 14 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 16 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 18 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS accept any bid and to reject any or all bids 22 33 Notification of award 22 34 Signing of agreement 22 35 Performance security 22 36 Contract Effectiveness… 23 CONDITIONS OF TENDERERS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeBIDDERS

TABLE OF CONTENTS. Introduction SECTION 1 Sale and Conveyance of Mortgages; Possession of Mortgage File 2 SECTION 2 Books and Records; Certain Funds Received After the Cut-Off Date 3 SECTION 3 Delivery of Mortgage Loan Documents; Additional Costs and Expenses 4 SECTION 4 Treatment as a Security Agreement 6 OVERVIEW AND PURPOSE OF THIS CONTRACT SECTION 5 Covenants of the Seller 7 SECTION 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Representations and Warranties 11 SECTION 7 Lot 3 – Cloud Review of Mortgage File 22 SECTION 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Conditions to Closing 22 SECTION 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES Closing 24 SECTION 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Expenses 24 SECTION 11 Severability of Provisions 25 SECTION 12 Governing Law 25 SECTION 13 Waiver of Jury Trial 25 SECTION 14 Submission to Jurisdiction 25 SECTION 15 No Third-Party Beneficiaries 26 SECTION 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Assignment 26 SECTION 17 Notices 26 SECTION 18 Amendment 26 SECTION 19 Counterparts 26 SECTION 20 Exercise of Rights 26 SECTION 21 No Partnership 27 SECTION 22 Miscellaneous 27 SECTION 23 Further Assurances 27 SECTION 24 Recognition of U.S. Special Resolution Regimes. 27 SECTION 25 Electronic Signatures 28 Annex A Co-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 sponsored Mortgage Loans Annex B Mortgage Loans That Do Not Have a Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports in the Month of the First Distribution Date Annex C Retained Uncertificated Interests and/or Class VRR Certificates Exhibit A Mortgage Loan Schedule Exhibit B Mortgage Loan Representations and Warranties Schedule B-1 List of Mortgage Loans with Existing Mezzanine Debt Schedule B-2 List of Mortgage Loans with Future Permitted Mezzanine Debt Schedule B-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans Schedule B-4 List of Mortgage Loans with Affiliated Borrowers Exhibit C Exceptions to Mortgage Loan Representations and Warranties Exhibit D Form of Seller Certificate Exhibit E Outside Serviced Mortgage Loan Provisions Exhibit F Form of Diligence File Certification Exhibit G Form of Power of Attorney Exhibit H Notices Exhibit I Representations and Warranties for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Trust Subordinate Companion Loan This Mortgage Loan Purchase Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS“Agreement”), New York State Procurement dated as of November 1, 2024, is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology between BMO Commercial Mortgage Securities LLC, a Delaware limited liability company, as purchaser (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudthe “Purchaser”), and Implementation servicesStarwood Mortgage Capital LLC, a Delaware limited liability company, as seller (the “Seller”). The procurements Capitalized terms used in this Agreement and not defined herein (unless otherwise specified) shall be competitive have the meanings ascribed to them in the Pooling and Servicing Agreement, dated as of November 1, 2024 (the “Pooling and Servicing Agreement”), between the Purchaser, as depositor (in such capacity, the “Depositor”), KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”), 3650 REIT Loan Servicing LLC, as special servicer (in such capacity, the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Citibank, N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), and Wilmington Savings Fund Society, FSB, as trustee (in such capacity, the “Trustee”), pursuant to which the Purchaser will transfer the Mortgage Loans (as defined herein), together with certain other commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Other Loans”), to a trust fund (the “Trust Fund”). In exchange for the Mortgage Loans and the Other Loans, the Trust Fund will issue, to or at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any direction of the LotsDepositor, or across Lots. Contract Scopecertificates to be known as BMO 2024-C10 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-C10 (collectively, the “Certificates”), and any Uncertificated Interests (if applicable).

TABLE OF CONTENTS. Introduction SECTION 1 Sale and Conveyance of Mortgages; Possession of Mortgage File 2 SECTION 2 Books and Records; Certain Funds Received After the Cut-Off Date 3 SECTION 3 Delivery of Mortgage Loan Documents; Additional Costs and Expenses 4 SECTION 4 Treatment as a Security Agreement 6 OVERVIEW AND PURPOSE OF THIS CONTRACT SECTION 5 Covenants of the Seller 7 SECTION 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Representations and Warranties 11 SECTION 7 Lot 3 – Cloud Review of Mortgage File 22 SECTION 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Conditions to Closing 22 SECTION 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES Closing 24 SECTION 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Expenses 24 SECTION 11 Severability of Provisions 25 SECTION 12 Governing Law 25 SECTION 13 Waiver of Jury Trial 25 SECTION 14 Submission to Jurisdiction 25 SECTION 15 No Third-Party Beneficiaries 26 SECTION 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Assignment 26 SECTION 17 Notices 26 SECTION 18 Amendment 26 SECTION 19 Counterparts 26 SECTION 20 Exercise of Rights 27 SECTION 21 No Partnership 27 SECTION 22 Miscellaneous 27 SECTION 23 Further Assurances 27 SECTION 24 Recognition of U.S. Special Resolution Regimes 27 SECTION 25 Electronic Signatures 28 Annex A Co-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 sponsored Mortgage Loans Annex B Mortgage Loans That Do Not Have a Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports in the Month of the First Distribution Date Annex C Retained Uncertificated Interests and/or Class VRR Certificates Exhibit A Mortgage Loan Schedule Exhibit B Mortgage Loan Representations and Warranties Schedule B-1 List of Mortgage Loans with Existing Mezzanine Debt Schedule B-2 List of Mortgage Loans with Future Permitted Mezzanine Debt Schedule B-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans Schedule B-4 List of Mortgage Loans with Affiliated Borrowers Exhibit C Exceptions to Mortgage Loan Representations and Warranties Exhibit D Form of Seller Certificate Exhibit E Outside Serviced Mortgage Loan Provisions Exhibit F Form of Diligence File Certification Exhibit G Form of Power of Attorney Exhibit H Notices Exhibit I Representations and Warranties for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Trust Subordinate Companion Loan This Mortgage Loan Purchase Agreement (“Agreement”), dated as of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote AdministrationJuly 1, Maintenance 2024, is between BMO Commercial Mortgage Securities LLC, a Delaware limited liability company, as purchaser (the “Purchaser”), and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVELUBS AG, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State an Office of General Services the Comptroller of the Currency regulated branch of a foreign bank, as seller (OGSthe “Seller”). Capitalized terms used in this Agreement and not defined herein (unless otherwise specified) shall have the meanings ascribed to them in the Pooling and Servicing Agreement, dated as of July 1, 2024 (the “Pooling and Servicing Agreement”), New York State Procurement is responsible for developing between the Purchaser, as depositor (in such capacity, the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Argentic Services Company LP, as special servicer (in such capacity, the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology as asset representations reviewer (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwarein such capacity, Hardware, Cloudthe “Asset Representations Reviewer”), and Implementation servicesComputershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee (in such capacity, the “Trustee”), pursuant to which the Purchaser will transfer the Mortgage Loans (as defined herein), together with certain other commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Other Loans”), to a trust fund (the “Trust Fund”). The procurements shall be competitive In exchange for the Mortgage Loans and the Other Loans, the Trust Fund will issue, to or at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any direction of the LotsDepositor, or across Lots. Contract Scopecertificates to be known as BMO 2024-C9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-C9 (collectively, the “Certificates”), and any Uncertificated Interests (if applicable).

TABLE OF CONTENTS. Introduction Page 1. Purchase and Sale; Membership Interests. 4 2. Deposit; Purchase Price; Inspection Period. 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §3. Closing 11 4. Condition of Title. 11 5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 . Right to RefuseExclude Parcels. 14 6. Interim Operating Covenants 16 7. Apportionments 20 8. Closing Costs 23 9. Municipal Violations/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Notices 24 10. Seller’s Representations 24 11. Buyer Representations 32 12. Conditions Precedent to Closing 34 13. Deliveries at Closing; Mechanics of Closing 36 14. Default 39 15. Notices; Computation of Periods 40 16. Fire or Other Casualty 42 17. Condemnation 42 18. Assignability 43 19. Inspections 43 20. Brokers 46 21. Condition of Property 46 22. Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance of Provisions; Indemnification. 51 23. Miscellaneous 53 24. Sophistication of the Parties 54 25. Limited Liability 55 26. Joint and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED Several Obligations 55 27. Enforcement 55 28. Force Majeure 55 29. Schedules and Exhibits 55 LIST OF EXHIBITS EXHIBIT A CHART SHOWING ACQUIRED COMPANIES EXHIBIT B LIST OF PROPERTIES EXHIBIT C LIST OF EXISTING LEASES EXHIBIT D LIST OF EXISTING LOANS EXHIBIT E ESCROW AGREEMENT EXHIBIT F ALLOCATION OF PURCHASE PRICE EXHIBIT G CLOSING COST ALLOCATIONS EXHIBIT H REQUIRED CONSENTS EXHIBIT I LIST OF PENDING LITIGATION EXHIBIT J LIST OF TENANT CHARGE ARREARAGES EXHIBIT K RENT ROLL EXHIBIT L-1 LIST OF EXISTING CONTRACTS EXHIBIT L-2 LIST OF MANAGEMENT AGREEMENTS EXHIBIT M CLAIMS AGAINST TITLE POLICY EXHIBIT N CONSTRUCTION PROJECTS EXHIBIT O LIST OF INSURANCE POLICIES EXHIBIT P LIST OF INDEBTEDNESS EXHIBIT Q LIST OF OUTSTANDING HOA FEES AND EXTENSION HAP PAYMENTS EXHIBIT R LIST OF USE 24 EXPIRATION PARCELS SUBJECT TO AN HOA EXHIBIT S FORM OF CONTRACT; SURVIVAL ASSIGNMENT OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE MEMBERSHIP INTERESTS EXHIBIT T FORM OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT ESCROW HOLDBACK AGREEMENT EXHIBIT U FIRPTA CERTIFICATION EXHIBIT V ENVIRONMENTAL MATTERS AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTERESTS THIS AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTERESTS (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSthis “Agreement”), New York State Procurement dated as of October 19, 2020 (the “Effective Date”), is responsible for developing entered into by and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology among each of the sellers set forth on the signature pages attached hereto (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwarecollectively, Hardware, Cloud“Seller”), and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations Vinebrook Homes Trust, Inc., a Delaware corporation (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope“Buyer”).

TABLE OF CONTENTS. Introduction ARTICLE PAGE NUMBER 1 BARGAINING AGENCY 6 OVERVIEW 2 DEFINITION OF EMPLOYEE 6 3 MANAGEMENT 7 4 WORKING CONDITIONS 7 5 HOURS OF WORK, Shift Premiums, etc. 8 6 OVERTIME 9 7 CALL TIME 10 8,9 WAGES 11 10 TRAVEL TIME 11 11 PREPARATION TIME 12 12 LAYOVER TIME 12 13 TEMPORARY TRANSFER 12 14 PERMANENT TRANSFER 14 15 STATUTORY HOLIDAYS 15 16 VACATIONS 16 17 INSURANCE COVERAGE 19 TRAVEL ACCIDENT 19 GROUP LIFE & A.D. & D 19 TOOL INSURANCE & TOOL ALLOWANCE 19 18 MEDICAL AND PURPOSE DENTAL COVERAGE 20 19 INCOME CONTINUANCE COVERAGE 21 20 SICK LEAVE 00 00 XXXXXXXXXXX XXXXX 00 00 JURY DUTY 23 23 UNION NOTICES AND SHOP STEWARDS 23 24 MOONLIGHTING 24 25 GENERAL PROVISIONS 24 BUILDING TRADES UNIONS 24 ARCTIC PARKAS 24 COTTON GLOVES 24 COVERALLS AND SMOCKS 24 COLD WEATHER 25 CUSTOMER ASSISTED REPAIR 25 FIRST AID 26 LUNCH ROOM 26 COMPANY OWNED TOOLS 26 HARD HATS & RAIN JACKETS 26 SAFETY GLASSES 26 SAFETY SHOES 26 WELDING GLOVES 27 TRAINING SESSIONS 27 WASHROOMS 27 26 SENIORITY 27 27 SEVERANCE 29 28 GRIEVANCES AND COMPLAINTS 30 29 ARBITRATION 31 30 DEFINITIONS OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS CLASSIFICATIONS 32 31 APPRENTICES 35 32 SAVINGS CLAUSES 36 33 TECHNOLOGICAL OR PROCEDURAL CHANGES 37 34 DURATION OF AGREEMENT 38 SCHEDULES "A" WAGES AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING CLASSIFICATIONS - MECHANICAL DEPARTMENT 39 "B" WAGE RATES FOR APPRENTICES - PUBLIC WORKS MECHANICAL 41 "C" WAGES AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE CLASSIFICATIONS - PARTS DEPARTMENT 42 "D" WAGES - OIL LAB 45 “E” WAGES - TOOL LAB 46 “F” WAGES - FILTER CLEANING 47 "G" TUESDAY TO SATURDAY WORK WEEK 48 LETTERS OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION UNDERSTANDING LETTER OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(sUNDERSTANDING #1 - PENSION PLAN 49 LETTER OF UNDERSTANDING #2 - TEN (10) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION HOUR SHIFTS 50 LETTER OF USE 24 EXPIRATION UNDERSTANDING #3 - BACKPACK RESPIRATOR 52 LETTER OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot UNDERSTANDING #4 - Implementation 24 MaintenanceJOINT SELECTION COMMITTEE 53 LETTER OF UNDERSTANDING #5 - SERVICE CHARGEHAND 54 LETTER OF UNDERSTANDING #6 - PENSION COMMITTEE 55 LETTER OF UNDERSTANDING #7 - BENEFITS PROGRAM 56 LETTER OF UNDERSTANDING #8 - TRAINING & DEVELOPMENT 57 LETTER OF UNDERSTANDING #9 - FIRST AID TICKETS AND TRAINING 59 LETTER OF UNDERSTANDING #10 - UNION/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE COMPANY EMPLOYEE RETENTION 60 LETTER OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT UNDERSTANDING #11 - BANKING OF OVERTIME HOURS 63 LETTER OF UNDERSTANDING #12 - JOINT SAFETY COMMITTEE 65 LETTER OF UNDERSTANDING #13 - BRIDGING OF BENEFIT PAYMENTS 66 LETTER OF UNDERSTANDING #14 – STUDENTS 67 LETTER OF UNDERSTANDING #15 – MODIFIED SHIFTS 68 LETTER OF UNDERSTANDING #16 – SENIORITY DURING CHANGE OF DEPARTMENT 69 LETTER OF UNDERSTANDING #17 – APPRENTICESHIP 70 LETTER OF UNDERSTANDING #18 – TRANSFER FROM ISOLATED BRANCHES 72 LETTER OF UNDERSTANDING #19 – PENSION COMMITTEE 73 COLLECTIVE AGREEMENT BETWEEN: FINNING (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSCANADA), New York State Procurement is responsible for developing A DIVISION OF FINNING INTERNATIONAL INC. (hereinafter called "the Company") OF THE FIRST PART AND: INTERNATIONAL ASSOCIATION OF MACHINISTS & AEROSPACE WORKERS, VANCOUVER LODGE #692 (hereinafter called "the Union") OF THE SECOND PART THIS AGREEMENT entered into this 15th day of April, 2003 to and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwareincluding the 14th day of April, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope2006.

TABLE OF CONTENTS. Introduction 6 OVERVIEW 1. REAL PROPERTY, BUILDING AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot PREMISES 1 – Software 6 Lot 2. LEASE TERM 2 – Hardware 7 Lot 3 – Cloud 8 Lot 3. BASE RENT 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §4. ADDITIONAL RENT 4 5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 . USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES PREMISES 8 6. SERVICES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY UTILITIES 8 7. REPAIRS 11 8. ADDITIONS AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY ALTERATIONS 11 9. COVENANT AGAINST LIENS 12 10. INSURANCE 12 11. DAMAGE AND DESTRUCTION 14 12. NONWAIVER 14 13. CONDEMNATION 15 14. ASSIGNMENT AND SUBLETTING 15 15. SURRENDER OF WEB-BASED INFORMATION PREMISES AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM TENANT’S PROPERTY 17 16. HOLDING OVER 17 17. ESTOPPEL CERTIFICATES 17 18. SUBORDINATION 18 19. DEFAULTS; REMEDIES 18 20. COVENANT OF QUIET ENJOYMENT 19 21. SECURITY ENHANCEMENTS 19 22. SUBSTITUTION OF OTHER PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 21 23. SIGNS 21 24. COMPLIANCE WITH FEDERALLAW 22 25. LATE CHARGES 22 26. LANDLORD’S RIGHT TO CURE XXXXXXX 00 00. ENTRY BY LANDLORD 23 28. TENANT PARKING 23 29. MISCELLANEOUS PROVISIONS 23 (i) TABLE OF CONTENTS EXHIBITS EXHIBIT A OUTLINE OF FLOOR PLAN OF PREMISES AND FIRST REFUSAL SPACE EXHIBIT B TENANT WORK LETTER EXHIBIT C LIST OF PERSONAL PROPERTY EXHIBIT D SUPERIOR RIGHTS EXHIBIT E RULES AND REGULATIONS EXHIBIT F ESTOPPEL CERTIFICATE INDEX Page(s) Abatement Event 10 Abatement Notice 10 Additional Rent 5 Adjustment Dates 20 Affiliate 16 Affiliated Assignee 17 Alterations 11 Approved Working Drawings 1 Base Rent 4 Base Year 5 Base, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT Shell and Core Exhibit B BOMA 1 Brokers 25 Building 1 Calendar Year 5 Common Areas 1 Communication Equipment 25 Comparable Transactions 3 Contractor Exhibit B Control 17 Cosmetic Alterations 11 Draft Working Drawings Exhibit B East Building 1 Election Date 2 Eligibility Period 10 Estimate 7 Estimate Statement 7 Estimated Excess 7 Event of Default 18 Excess 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development Expense Year 5 fax 24 First Refusal Notice 2 First Refusal Space 1 Force Majeure 24 Governmental Requirements 22 Holidays 9 HVAC 9 Improvements Exhibit B Indemnified Claims 12 Interest Notice 3 Landlord 1 Landlord Indemnified Parties 12 Landlord Parties 13 Landlord’s Broker 25 Lease 1 Lease Commencement Date 2 Lease Term 2 Lease Year 2 Letter of Project Credit 20 Notices 24 Offeror 2 OP 17 Operating Expenses 5 Option Notice 3 Option Rent 3 Option Rent Notice 3 Option Term 3 Outside Agreement Date 4 Over-Allowance Amount Exhibit B Parking Facilities 1 Personal Property 10 Premises 1 Ready for Occupancy Exhibit B Real Property 1 Relocation Notice 21 Renovations 25 Rent 5 Review Period 7 RF 27 RP 17 Security Deposit 19 Security Deposit Laws 21 SNDA 18 Space Plan 41 Project Plan Document 41 Materials Exhibit B Stated Amount 20 Statement 7 Subject Space 15 Subleasing Costs 16 Substantial Completion Exhibit B Summary 1 Superior Leases 1 Superior Rights 2 Systems and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEquipment 6 Tax Expenses 6 Tenant 1 Tenant Delays Exhibit B Tenant Improvements 1 Tenant Indemnified Parties 13 Tenant Parties 12 Tenant’s Agents Exhibit B Tenant’s Broker 25 Tenant’s Election Notice 2 Tenant’s Share 6 Termination Notice 21 Terms 2 Transfer Notice 15 Transfer Premium 16 Transferee 15 Transfers 15 Utility Expenses 0 Xxxx Xxxxxxxx 0

TABLE OF CONTENTS. Introduction 6 OVERVIEW JOINT MANAGEMENT INFORMATION CIRCULAR 1 Information Contained In This Circular 1 Defined Terms 2 Reporting Currency, Exchange Rate and Financial Information 2 Forward-Looking Statements 2 National Instrument 43-101 4 Additional Information 4 Information for Beneficial Shareholders 5 Information for United States Shareholders 7 ROMARCO SHAREHOLDERS – QUESTIONS AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 ANSWERS ABOUT THE ARRANGEMENT AND THE ROMARCO MEETING 9 Q&A on the Arrangement 9 Q&A on Proxy Voting 14 OCEANAGOLD SHAREHOLDERS – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS QUESTIONS AND SERVICES EXCLUDED FROM ANSWERS ABOUT THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND ARRANGEMENT AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A THE OCEANAGOLD MEETING 17 TOLL FREE NUMBER Q&A on the Arrangement 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves Q&A on Proxy Voting 19 SUMMARY 23 The Meetings 23 The Arrangement 23 Recommendation of the right Romarco Special Committee 24 Recommendation of the Romarco Board 24 Reasons for Recommendations of the Romarco Special Committee and the Romarco Board 24 Romarco Fairness Opinion 26 Recommendation of the OceanaGold Special Committee 26 Recommendation of the OceanaGold Board 26 OceanaGold Fairness Opinion 27 Effects of the Arrangement 27 Romarco Shareholder Approval 28 OceanaGold Shareholder Approval 28 Voting Agreements 29 Court Approval and Completion of the Arrangement 29 Regulatory Approvals 29 Stock Exchange Listing and Reporting Issuer Status 30 Procedure for the Arrangement to 18 Authorized User Reserved Become Effective 30 Information Relating to the Combined Company Following the Arrangement 30 Summary Unaudited Pro Forma Financial Information 31 Letter of Transmittal 33 Information Relating to Romarco 33 Information Relating to OceanaGold 33 Dissent Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports 33 Summary of Certain Canadian Federal Income Tax Considerations 34 Summary of Certain United States Federal Income Tax Considerations 34 Risk Factors 34 Canadian Securities Law Matters 35 United States Securities Law Matters 35 THE ARRANGEMENT 36 Background to the Arrangement 36 Recommendation of the Romarco Special Committee 40 Recommendation of the Romarco Board 40 Reasons for Authorized User 20 Service Reports the Recommendations of the Romarco Special Committee and the Romarco Board 40 Romarco Fairness Opinion 42 Recommendation of the OceanaGold Board 43 Reasons for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions the Recommendations of Reseller(s) Participation 21 Designation the OceanaGold Special Committee and the OceanaGold Board 43 OceanaGold Fairness Opinion 44 Description of Reseller(s) 21 Responsibility the Arrangement 45 Procedure for Reporting/Performance 21 Applicability the Arrangement to Become Effective 47 Romarco Shareholder Approval 47 OceanaGold Shareholder Approval 47 Voting Agreements 47 Court Approval and Completion of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support the Arrangement 51 Treatment of Product 22 Obligations 22 Romarco Options 52 Stock Exchange Listing and Reporting Issuer Status 52 Letter of Transmittal 53 Exchange Procedure 53 Treatment of Fractional Shares 54 Return of Romarco Shares 54 Lost Certificates 54 Cancellation of Rights 54 Withholding Rights 55 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Dissent 55 Interests of Certain Persons in the Arrangement 55 Intention of Romarco Directors and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF Romarco Officers 59 Intention of OceanaGold Directors and OceanaGold Officers 59 Depositary 59 Expenses of the Arrangement 59 INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER RELATING TO THE COMBINED COMPANY FOLLOWING THE ARRANGEMENT 60 Overview 60 Organizational Chart 61 Mineral Resource Estimate for the Properties of the Combined Company 62 Selected Unaudited Pro Forma Consolidated Financial Information 62 Pro Forma Consolidated Capitalization 63 Principal Holders of Shares 64 Description of Share Capital 64 Dividends 66 Auditor of the Combined Company 66 Board of Directors 66 Executive Officers 66 THE ARRANGEMENT AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract 67 Representations and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access Warranties 67 Conditions Precedent to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or the Arrangement 69 Covenants 71 Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS the Arrangement Agreement 80 Amendment 84 REGULATORY MATTERS 84 Canadian Securities Law Matters 84 United States Securities Law Matters 84 Stock Exchange Approvals 85 HSR Approval 86 Other Regulatory Matters 86 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 86 Holders Resident in Canada 87 Holders Not Resident in Canada 90 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 92 RISK FACTORS 98 RIGHTS OF DISSENTING ROMARCO SHAREHOLDERS 104 GENERAL INFORMATION CONCERNING THE ROMARCO MEETING AND VOTING 107 Time, Date and Place 107 Record Date 107 Approvals Required 107 Solicitation of Proxies 107 Voting by Proxies 107 Revocability of Proxies 108 Voting of Romarco Shares Owned by Beneficial Shareholders 108 Quorum 109 Principal Holders of Romarco Shares 109 GENERAL INFORMATION CONCERNING THE OCEANAGOLD MEETING AND VOTING 110 Time, Date And Place 110 Record Date 110 Approvals Required 110 Solicitation of Proxies 110 Voting by Proxies 110 Revocability of Proxies 111 Voting of OceanaGold Shares Owned by Beneficial Shareholders 111 Quorum 112 Principal Holders of OceanaGold Shares 113 INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 113 LEGAL MATTERS 113 INTERESTS OF EXPERTS OF ROMARCO AND OCEANAGOLD 113 Names of Experts 113 ROMARCO DIRECTORS’ APPROVAL 116 OCEANAGOLD DIRECTORS’ APPROVAL 116 GLOSSARY OF DEFINED TERMS 117 CONSENT OF RBC DOMINION SECURITIES INC 130 CONSENT OF NATIONAL BANK FINANCIAL INC 131 APPENDIX A INFORMATION RELATING TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION ROMARCO.................................................... A-1 APPENDIX B INFORMATION RELATING TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST OCEANAGOLD .............................................B-1 APPENDIX C UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF OCEANAGOLD C-1 APPENDIX D FORM OF ROMARCO ARRANGEMENT RESOLUTION................................ D-1 APPENDIX E FORM OF OCEANAGOLD SHARE ISSUANCE RESOLUTION ...................... E-1 APPENDIX F PLAN OF ARRANGEMENT ................................................................................. F-1 APPENDIX G NOTICE OF HEARING OF PETITION FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT FINAL ORDER ........................... G-1 APPENDIX H INTERIM ORDER ................................................................................................. H-1 APPENDIX I ROMARCO FAIRNESS OPINION......................................................................... I-1 APPENDIX J OCEANAGOLD FAIRNESS OPINION .................................................................J-1 APPENDIX K DIVISION 2 OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT PART 8 OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeTHE BCBCA.......................................................... K-1

TABLE OF CONTENTS. Introduction 6 OVERVIEW PART A TECHNICAL MATTERS 1 TITLE 1 COVERAGE 1 DURATION 1 DELEGATIONS 1 GENERAL GUIDANCE AND PURPOSE INTERPRETATION 1 DEFINITIONS 1 PART B CONSULTATION AND DISPUTE RESOLUTION NATIONAL STAFF CONSULTATIVE FORUM 4 CONSULTATION 4 DISPUTE RESOLUTION 5 PART C REMUNERATION SALARY 7 ALLOWANCES 9 OVERTIME 11 DOMESTIC TRAVEL 13 OVERSEAS TRAVEL 13 RELOCATION ASSISTANCE 13 REMOTE LOCALITIES ASSISTANCE 13 INDIVIDUAL FLEXIBILITY ARRANGEMENTS 15 SUPERANNUATION 15 ADDITIONAL MATTERS 16 PART D WORKING ARRANGEMENTS 17 HOURS OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot DUTY 17 FLEXIBLE WORK ARRANGEMENTS 18 HEALTH AND SAFETY 19 PART E LEAVE AND PUBLIC HOLIDAYS ANNUAL LEAVE 21 PERSONAL/CARER’S LEAVE 22 COMPASSIONATE / BEREAVEMENT LEAVE 23 CAREER INTERVAL LEAVE 23 MISCELLANEOUS LEAVE 23 COMMUNITY SERVICE LEAVE 23 DEFENCE RESERVISTS LEAVE 24 DEFENCE SERVICE SICK LEAVE 24 LONG SERVICE LEAVE 25 MATERNITY, MATERNAL, ADOPTION/FOSTERING, PARENTAL LEAVE 25 ADOPTION/FOSTERING LEAVE 26 DOMESTIC AND FAMILY VIOLENCE 27 PUBLIC HOLIDAYS 27 ADDITIONAL HOLIDAY 28 CHRISTMAS SHUTDOWN 29 PORTABILITY OF LEAVE 29 RECOGNITION OF PRIOR SERVICE FOR PERSONAL/CARER’S LEAVE 29 EXPENSES – CANCELLATION OF LEAVE OR RECALL TO DUTY 29 UNAUTHORISED ABSENCE 29 PART F IMPROVING SKILLS AND PERFORMANCE 30 PERFORMANCE FEEDBACK 30 MANAGING UNDERPERFORMANCE 30 LEARNING AND DEVELOPMENT 31 STUDY ASSISTANCE 31 PART G BROADBANDS AND ADVANCEMENT 32 PART H REDEPLOYMENT, REDUNDANCY AND RESIGNATION 33 REDEPLOYMENT AND REDUNDANCY 33 RESIGNATION 37 ATTACHMENT A – SALARY RATES 38 ATTACHMENT B – SUPPORTED WAGE SYSTEM 41 ATTACHMENT C – ALLOWANCES 43 INDEX 44 PART A TECHNICAL MATTERS‌ TITLE‌ 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves This Agreement made under section 172 of the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(sFair Work Act 2009 (FW Act) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at known as the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeDVA Enterprise Agreement 2019 – 2022.

TABLE OF CONTENTS. Introduction SECTION ITEM PAGE 1 TERM 3 2 BASE RENT 3 3 COMMON AREA AND MAINTENANCE CHARGE 4 CAM Charge Increase 4 Operating Cost Definition 4 4 REMODELING AND MAINTENANCE OF PREMISES 5 General Interior Repairs and Maintenance 5 Structural and Systems 5 Other Repairs and Replacements 5 Playground Installation 5 Plan Approval 5 Quality of Work 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 5 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES PREMISES 6 Other Uses 6 6 SIGNAGE 6 7 LANDSCAPING, SNOW AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 ICE REMOVAL 7 8 RUBBISH REMOVAL 7 9 INSPECTION OF RECORDS FROM 7 10 MANAGEMENT CONFERENCE 7 11 RIGHT TO ENTER PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED 7 12 MODIFICATIONS TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for STRUCTURES 8 13 UTILITY CHARGES REIMBURSEMENT 8 14 INSURANCE 8 Public Liability Insurance 8 Fire and Extended Coverage 9 Mutual Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION Subrogation 10 15 INDEMNIFICATION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 LESSOR 10 16 COMPLIANCE WITH FEDERALLAW 11 17 LIENS 11 18 REMEDIES FOR BREACH 12 19 REDELIVERY OF PREMISES 13 20 NOTICES 13 21 POTENTIAL OPTION TO RENEW OR EXTEND 14 22 QUIET ENJOYMENT 14 23 MISCELLANEOUS 15 24 SUCCESSORS 15 25 MEMORANDUM OF LEASE 15 LEASE AGREEMENT This Lease Agreement made this day of , STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION 2022 between the CITY OF BRECKSVILLE, an Ohio Municipal Corporation (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSherein called the “City” or “Lessor”), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudas Lessor, and Implementation servicesSOUTH SUBURBAN MONTESSORI, as Lessee, pursuant to authority duly adopted by the City on and authorized by the appropriate proceedings of the Lessee taken on , 2022, respectively, copies of which are attached hereto as Exhibits “A” and “B.” As required by the context herein, and as permitted by law, reference to the “City” shall also include its respective officials, agents and employees. The procurements shall be competitive at the transactional level via Request City for Quotations (RFQ) and will allow an Authorized User the ability to procure within any in consideration of the Lotscovenants and agreements hereinafter set forth on the part of Lessee to be kept and performed does herby demise and lease unto the Lessee, and the Lessee does hereby take and hire, upon and subject to the conditions hereinafter expressed, the building known as Building #6 consisting of approximately 5,882 square feet, with a street address of 0000 Xxxxx Xxxx, Brecksville, Ohio, including the use of access roads servicing said building, and improvements therein, the Lease Premises being depicted in Exhibit “C” attached hereto and herein called the “Leased Premises” or across Lots. Contract Scope“Premises.” The Lease Premises is a part of certain other lands and buildings owned by the City of which the Lease Premises is a part, which collectively are known as the “Blossom Complex.”

TABLE OF CONTENTS. Introduction 6 OVERVIEW Summary 1 Selected Historical Consolidated Financial Data of Meta 11 Selected Historical Consolidated Financial Data of Crestmark 13 Selected Unaudited Pro Forma Financial Information 15 Comparative Historical and Unaudited Pro Forma Per Share Data and Comparative Per Share Market Price and Dividend Information 17 Cautionary Statement Regarding Forward-Looking Statements 18 Risk Factors 19 Meta Special Meeting 30 Crestmark Special Meeting 35 PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER 39 Terms of the Merger 39 Background of the Merger 39 Meta’s Reasons for the Merger and Recommendation of the Board of Meta 44 Opinion of Meta’s Financial Advisor 45 Crestmark’s Reasons for the Merger and Recommendation of the Board of Crestmark 51 Opinion of Crestmark’s Financial Advisor 54 Certain Prospective Financial Information of the Parties 65 Material United States Federal Income Tax Consequences of the Merger 67 Accounting Treatment 70 Interests of Certain Persons in the Merger 70 The Merger Agreement 74 Structure 74 Merger Consideration 74 Conversion of Shares; Exchange of Certificates; Fractional Shares 74 Effective Time 76 Representations and Warranties 76 Conduct of Business Pending the Merger 78 Acquisition Proposals by Third Parties 80 Other Agreements 82 Conditions to Completion of the Merger 84 Termination of the Merger Agreement 86 Waiver and Amendment of the Merger Agreement 87 Regulatory Approvals Required for the Merger 88 Stock Exchange Listing 90 Restrictions on Resales by Affiliates 90 No Dissenters’ Rights of Appraisal 90 Voting Agreements 90 PROPOSAL NO. 2 AMENDMENT TO META’S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 30 MILLION TO 90 MILLION SHARES FOR THE PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5EFFECTING A THREE-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 EFOR-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves ONE FORWARD STOCK SPLIT 92 Price Range of Common Stock and Dividends 95 Unaudited Pro Forma Condensed Combined Financial Information 96 Notes to Unaudited Pro Forma Condensed Combined Financial Information 100 Information About the right to 18 Authorized User Reserved Companies 104 Crestmark Management’s Discussion and Analysis of Crestmark’s Financial Condition and Results of Operations 107 Description of Meta Capital Stock 128 Comparison of Stockholder Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope132

TABLE OF CONTENTS. Introduction Contents Table of Contents 3 STUDENT CODE OF CONDUCT 1 Purpose 1 School District Authority and Jurisdiction 4 Reporting Crimes 4 Revoking Transfers 5 Participating in Graduation Activities 5 Standards for Student Conduct 5 General Conduct Violations 5 Disregard for Authority 5 Mistreatment of Others 5 Property Offenses 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Possession of Prohibited Items 6 Contract Scope Possession of Telecommunications or Other Electronic Devices 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Illegal, Prescription, and Over-the-Counter Drugs 7 Lot 3 – Cloud Misuse of Technology Resources and the Internet 7 Safety Transgressions 8 Lot 4 – Implementation Services Miscellaneous Offenses 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Discipline Management Techniques 9 SUBSEQUENT PERIODIC RECRUITMENT Students with Disabilities 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Techniques 9 Notification 11 Appeals 12 Removal from the School Bus 13 Removal from the Regular Educational Setting 12 Routine Referral 12 Formal Removal 12 Returning Student to Classroom 12 Out-of-School Suspension 13 Misconduct 13 Process 13 Disciplinary Alternative Education Program (DAEP) Placement 14 Discretionary Placement: Misconduct That May Result in DAEP Placement 14 Misconduct Identified in State Law 14 Mandatory Placement: Misconduct That Requires DAEP Placement 15 Sexual Assault and Campus Assignments 16 CONTRACT TERM Emergencies 16 DOWNSTREAM PROHIBITION Process 16 CONTRACTOR’S INSURANCE REQUIREMENTS Conference 16 NEW YORK STATE VENDOR RESPONSIBILITY Consideration of Mitigating Factors 16 TAX LAW §5Placement Order 16 Coursework Notice 17 Length of Placement 17 Exceeds One Year 17 Exceeds School Year 17 Exceeds 60 Days 17 Appeals 17 Restrictions during Placement 18 Placement Review 18 Additional Misconduct 18 Notice of Criminal Proceedings 18 Withdrawal during Process 19 Newly Enrolled Students 19 Emergency Placement Procedure 20 Placement and/or Expulsion for Certain Offenses 21 Registered Sex Offenders 21 Review Committee 21 Newly Enrolled Student 21 Appeal 21 Certain Felonies 21 Hearing and Required Findings 22 Length of Placement 22 Newly Enrolled Students 23 Expulsion 24 Discretionary Expulsion: Misconduct That May Result in Expulsion 24 Any Location 24 At School, Within 300 Feet, or at a School Event 24 Within 300 Feet of School 25 Property of Another District 25 While in DAEP 25 Mandatory Expulsion: Misconduct That Requires Expulsion 26 Under Age Ten 27 Emergency 27 Process 27 Hearing 28 Board Review of Expulsion 28 Expulsion Order 28 Length of Expulsion 29 Withdrawal during Process 29 Additional Misconduct 29 Restrictions during Expulsion 29 Newly Enrolled Students 29 Emergency Expulsion Procedures 30 DAEP Placement of Expelled Students 30 Glossary 31 Purpose‌ The Student Code of Conduct is the district’s response to the requirements of Chapter 37 of the Texas Education Code. The Code provides methods and options for managing students in the classroom and on school grounds, disciplining students, and preventing and intervening in student discipline problems. The law requires the district to define misconduct that may—or must—result in a range of specific disciplinary consequences including removal from a regular classroom or campus, out- of-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administrationschool suspension, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT placement in a disciplinary alternative education program (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSDAEP), New York State Procurement is responsible for developing or expulsion from school. This Student Code of Conduct has been adopted by the Port Xxxxxx-Xxxxxx Independent School District Board of Trustees and managing centralized Contracts for all New York State Authorized Usersdeveloped with the advice of the district-level committee. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User This Code provides information to procure from specific Lots for Softwareparents and students regarding standards of conduct, Hardware, Cloudconsequences of misconduct, and Implementation servicesprocedures for administering discipline. The procurements It remains in effect during summer school and at all school-related events and activities outside of the school year until an updated version adopted by the board becomes effective for the next school year. In accordance with state law, the Code shall be competitive posted at each school campus or shall be available for review at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any office of the Lotscampus principal. Additionally, the Code shall be posted on the district’s website. Parents shall be notified of any conduct violation that may result in a student being suspended, placed in a DAEP, expelled, or across Lotstaken into custody by a law enforcement officer under Chapter 37 of the Education Code. Contract ScopeBecause the Student Code of Conduct is adopted by the district’s board of trustees, it has the force of policy; therefore, in case of conflict between the Code and the student handbook, the Code shall prevail.

TABLE OF CONTENTS. Introduction ARTICLE ------- 1 TERMS 2 COMMENCEMENT AND EXPIRATION DATES 3 PAYMENT OF RENT 4 SECURITY DEPOSIT 5 USES 6 OVERVIEW LATE CHARGES 7 REPAIRS AND PURPOSE MAINTENANCE 8 UTILITIES AND SERVICE 9 COST OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS SERVICES AND SERVICES EXCLUDED FROM THE SCOPE UTILITIES 10 PROPERTY TAXES 11 LIABILITY AND CASUALTY INSURANCE 12 FIRE INSURANCE - FIXTURES AND EQUIPMENT 13 DAMAGE OR DESTRUCTION 14 ALTERATIONS AND ADDITIONS: REMOVAL OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND FIXTURES 15 ACCEPTANCE OF PREMISES 16 TENANT IMPROVEMENTS 17 ACCESS 18 WAIVER OF SUBROGATION 19 INDEMNIFICATION 20 ASSIGNMENT AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS SUBLETTING 21 ADVERTISING 22 LIENS 23 DEFAULT 24 SUBORDINATION AND CONFLICT ATTORNMENT 25 SURRENDER OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 POSSESSION 26 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS WAIVER 27 HOLDOVER 28 CONDEMNATION 29 NOTICES 30 MORTGAGEE PROTECTION 31 COSTS AND EXTENSION ATTORNEYS' FEES 32 BROKERS 33 LANDLORD'S LIABILITY 34 ESTOPPEL CERTIFICATES 35 FINANCIAL STATEMENTS 36 TRANSFER OF USE 24 EXPIRATION LANDLORD'S INTEREST 37 RIGHT TO PERFORM 38 SUBSTITUTED PREMISES 39 SALES AND AUCTIONS 40 ROOFTOP EQUIPMENT 41 SECURITY 42 AUTHORITY OF CONTRACT; SURVIVAL TENANT 43 NO ACCORD OR SATISFACTION 44 MODIFICATIONS FOR LENDER 45 PARKING 46 GENERAL PROVISIONS 47 RULES AND REGULATIONS 48 NO WARRANTIES OR REPRESENTATIONS BY LANDLORD 49 LANDLORD'S CONSENT OR APPROVAL 50 WAIVER OF AUTHORIZED USER AGREEMENTS 24 Lot 4 TRIAL BY JURY EXHIBIT A - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE LOCATION AND DIMENSIONS OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT PREMISES EXHIBIT B - RENT INCREASES EXHIBIT C - TENANT WORK FUNDINGS EXHIBIT D - HVAC SPECIFICATIONS EXHIBIT E - CLEANING SPECIFICATIONS EXHIBIT F - SECONDARY FIBER CONDUIT RIDER LEASE ----- THIS LEASE (ADAthe "Lease") 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVELis made this 6th day of December, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity 1994, by and between Aetna Life Insurance Company, a Connecticut corporation (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS"Landlord"), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwarec/o Xxxxxxxx Xxxx Company, Hardware0000 00xx Xx., CloudX.X., Xxxxxxxxxx, X.X. 00000, and Implementation servicesTelephone Business Meetings, Inc., dba Access Conference Call Service, a Delaware corporation ("Tenant"), having an address of 0000 X Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000 prior to the Lease Commencement Date (and the Premises thereafter). The procurements shall be competitive at the transactional level via Request Landlord, for Quotations (RFQ) and will allow an Authorized User the ability to procure within any in consideration of the Lotsrents and all other charges and payments hereunder and of the covenants, or across Lots. Contract Scopeagreements, terms, provisions and conditions to be kept and performed hereunder by Tenant, demises and leases to Tenant, and Tenant hereby hires and takes from Landlord, the premises described below ("Premises") , subject to all matters hereinafter set forth and upon and subject to the covenants, agreements, terms, provisions and conditions of this Lease for the term hereinafter stated.

TABLE OF CONTENTS. Introduction INTRODUCTION TO HEALTH NET 1 How to Obtain Care SELECT 1 (HMO) 1 How to Obtain Care SELECT 2 (PPO) 4 How to Obtain Care SELECT 3 (OON) 5 Transition of Care For New Enrollees 5 Emergency and Urgently Needed Care through Your SELECT Plan 6 OVERVIEW SCHEDULE OF BENEFITS AND PURPOSE COPAYMENTS – SELECT 1 11 OUT-OF-POCKET MAXIMUM- SELECT 1 19 SCHEDULE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 BENEFITS AND COPAYMENTS – Software 6 Lot SELECT 2 – Hardware 7 Lot AND SELECT 3 – Cloud 8 Lot 4 – Implementation 20 OUT-OF-POCKET MAXIMUM-SELECT 2 AND SELECT 3 27 ELIGIBILITY, ENROLLMENT AND TERMINATION 29 Who Is Eligible for Coverage 29 How to Enroll for Coverage 30 Special Reinstatement Rule For Reservists Returning From Active Duty 33 Special Reinstatement Rule Under USERRA 33 Transferring to Another Contracting Physician Group 34 When Coverage Ends 34 Extension of Benefits 38 COVERED SERVICES AND SUPPLIES 39 Medical Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required 39 Prescription Drugs (SELECT 1, SELECT 2 and SELECT 3) 52 Chiropractic Services and Supplies 57 Mental Disorders and Chemical Dependency Benefits 59 CERTIFICATION REQUIREMENT 63 EXCLUSIONS AND LIMITATIONS. 66 Services and Supplies 66 Prescription Drugs 75 Chiropractic Services 78 GENERAL PROVISIONS 80 When the Plan Ends 80 When the Plan Changes 80 Customer Contact Center Interpreter Services 80 Members’ Rights and Responsibilities Statement 80 Grievance, Appeals, Independent Medical Review and Arbitration 81 Department of Managed Health Care 84 Involuntary Transfer to Complete Implementation 41 Negotiation Another Primary Care Physician or Contracting Physician Group. 85 Medical Malpractice Disputes 86 Relationship of Final Project Plan 42 SINGLE POINT Parties 88 Coordination of Benefits 90 Government Coverage 93 Workers’ Compensation 94 MISCELLANEOUS PROVISIONS 95 DEFINITIONS 103 NOTICE OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO LANGUAGE SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 114 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office to Health Net Welcome to the SELECT program, a product of General Services Health Net, a Health Care Service plan regulated by the California Department of Managed Health Care. Health Net SELECT provides three types of coverage: the full protection of a Health Maintenance Organization (OGS)HMO) through SELECT 1, New York State Procurement is responsible for developing the flexibility of a Preferred Provider Organization or PPO Network through SELECT 2 and managing centralized Contracts for all New York State Authorized Usersthe traditional indemnity arrangement through SELECT 3. NYS Procurement has developed this new contracting model for Information Technology This Evidence of Coverage (ITEOC) procurement which will enable an Authorized User explain the SELECT 1, SELECT 2 and SELECT 3 Tiers that are available to procure from specific Lots for Softwareyou as a Health Net SELECT Member. Some Hospitals and other providers do not provide one or more of the following services that may be covered under your Evidence of Coverage and that you or your Family Member might need: family planning; contraceptive services, Hardwareincluding emergency contraception; sterilization, Cloud, and Implementation services. The procurements shall be competitive including tubal ligation at the transactional level via Request for Quotations (RFQ) time of labor and will allow an Authorized User the ability to procure within any of the Lotsdelivery; Infertility treatments; or abortion. You should obtain more information before you enroll. Call your prospective doctor, medical group, independent prac- xxxx association or clinic, or across Lotscall Health Net’s Customer Contact Center at 1-800-676- 6976 to ensure that you can obtain the Health Care Services that you need. Contract ScopeIf You Are Enrolled In A Plan That Is Subject To XXXXX, 00 X.X.X. 0000 et seq., a federal law regulating some plans: IN ADDITION TO THE RIGHTS SET FORTH IN THIS EVIDENCE OF COVERAGE, YOU MAY HAVE RIGHTS UNDER APPLICABLE STATE LAW OR REGULATIONS AND/OR UNDER THE FEDERAL ERISA STATUTE. If You Are Enrolled In A Plan That Is Not Subject To ERISA: IN ADDITION TO THE RIGHTS SET FORTH IN THIS EVIDENCE OF COVERAGE, YOU MAY HAVE RIGHTS UNDER APPLICABLE STATE OR FEDERAL LAWS OR REGULATIONS. Contact your Employer to determine if you are enrolled in a Plan that is subject to ERISA. Please read this entire Evidence of Coverage so you will understand how your benefits work.

TABLE OF CONTENTS. Introduction SECTION ITEM PAGE 1 TERM 3 2 BASE RENT 3 3 COMMON AREA AND MAINTENANCE CHARGE 5 Operating Costs (CAM charge) Defined 5 4 REMODELING AND MAINTENANCE OF PREMISES 5 General Interior Repairs and Maintenance 5 Structural and Systems 6 OVERVIEW Other Repairs and Replacements 6 Plan Approval 6 Quality of Work 6 5 USE OF PREMISES 6 Other Uses 7 6 SIGNAGE 7 7 LANDSCAPING, SNOW AND PURPOSE ICE REMOVAL 7 8 RUBBISH REMOVAL 7 9 INSPECTION OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud RECORDS 8 Lot 4 – Implementation Services 10 MANAGEMENT CONFERENCE 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE 11 RIGHT TO ENTER PREMISES 8 12 MODIFICATIONS TO STRUCTURES 8 13 UTILITY CHARGES REIMBURSEMENT 8 14 INSURANCE 9 Public Liability Insurance 9 Fire and Extended Coverage 9 Mutual Waiver of Subrogation 10 15 INDEMNIFICATION OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT LESSOR 11 16 COMPLIANCE WITH LAW 11 17 LIENS 12 18 REMEDIES FOR BREACH 12 19 REDELIVERY OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales PREMISES 13 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION NOTICES 14 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS POTENTIAL OPTION TO RENEW OR EXTEND 14 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 00 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION MISCELLANEOUS 15 24 SUCCESSORS 16 25 MEMORANDUM OF USE 24 EXPIRATION LEASE 16 LEASE AGREEMENT This Restatement of Lease Agreement with Amendments made this day of , 2024 between the CITY OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT BRECKSVILLE, an Ohio Municipal Corporation (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach herein called the “City” or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS“Lessor”), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudas Lessor, and Implementation servicesSOUTH SUBURBAN MONTESSORI, as Lessee, shall supersede the prior Lease Agreement dated May 20, 2022, between the parties. This Restatement of Lease Agreement with Amendments is made pursuant to authority duly adopted by the City on June 18, 2024 and authorized by the appropriate proceedings of the Lessee taken on , 2024, respectively, copies of which are attached hereto as Exhibits “A” and “B.” As required by the context herein, and as permitted by law, reference to the “City” shall also include its respective officials, agents and employees. The procurements shall be competitive at the transactional level via Request City for Quotations (RFQ) and will allow an Authorized User the ability to procure within any in consideration of the Lotscovenants and agreements hereinafter set forth on the part of Lessee to be kept and performed does herby demise and lease unto the Lessee, and the Lessee does hereby take and hire, upon and subject to the conditions hereinafter expressed, the building known as Building #6 consisting of approximately 5,882 square feet, with a street address of 0000 Xxxxx Xxxx, Brecksville, Ohio, including the use of access roads servicing said building, and improvements therein, the Lease Premises being depicted in Exhibit “C” attached hereto and herein called the “Leased Premises” or across Lots. Contract Scope“Premises.” The Lease Premises is a part of certain other lands and buildings owned by the City of which the Lease Premises is a part, which collectively are known as the “Blossom Complex.”

TABLE OF CONTENTS. Introduction Section Title Page General Terms and Conditions 1 Scope of the Agreement 5 2 Definitions 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 3 State Specific Rates Terms and Conditions 8 4 Term, Terminations and Effective Date 8 5 Cancellation, Termination and Default 9 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Negotiations of Successor Agreement 10 7 Lot 3 – Cloud Billing and Terms of Payment 10 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Deposits 12 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES Taxes 14 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right Failure to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote AdministrationPay 15 11 Warranty, Maintenance and Support Limitation of Liability 16 12 Indemnity, Insurance and Fraud. 17 13 Force Majeure 20 14 Tariff and/or Generally Available Rates, Terms and Conditions References 20 15 Confidential and Proprietary Information 21 16 Dispute Resolution 22 17 Law Enforcement and Civil Process 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 18 General Provisions 23 19 Intellectual Property 26 20 Joint Work Product 26 21 Regulatory Approval 26 22 Intervening Law 27 Section Title Page Resale, Ordering, Installation, and Maintenance 23 Resale 28 24 Pre-Ordering and Ordering 32 Equal Employment Opportunity (EEO) 25 Installation 32 26 Maintenance 34 Interconnection 27 General Provisions - Interconnection 37 28 Interconnection Configurations 38 29 Interconnection Diagrams 40 Terms Applying to All Non-DSL Services 30 Description and Provisioning of Non-DSL Services 42 31 Prices, Moves and Upgrades Relating to Non-DSL Services 42 32 Ordering and Terminating Non-DSL Services 43 Terms Applying to DSL Transport Services 33 Contract Goals 33 MWBE Utilization Plan General Provisions Applying to DSL Transport Services 44 Section Title Page 34 Request for Waiver 34 Required Good Faith Efforts CLEC Responsibilities 44 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract Ordering and Liquidated Damages Terminating DSL Transport Services 44 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS DSL Transport Operational Support Systems 44 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Forecasting 48 Ancillary Functions 38 Unbundled Packet Switching 49 39 Collocation 49 40 Terms Applying to SBC-ASI/13State’s Operational Support Systems 50 41 Access to Data 37 Contractor Access to Data 37 Data Location Rights-of-Way 55 Schedules Schedule A Pricing Terms and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer References 56 INTERCONNECTION AGREEMENT (SBC-ASI/13-STATE) This Interconnection Agreement (the “Agreement”) under Sections 251 and 252 of Data at end the Telecommunications Act of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY 1996 (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSthe “Act”), New York State Procurement is responsible for developing entered by and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology between SBC Advanced Solutions, Inc (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud“SBC-ASI/13State”), and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations [CLEC Name] (RFQ“CLEC’) and will allow shall apply to the state(s) of Arkansas, California, Connecticut, Illinois, Indiana, Kansas, Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas and Wisconsin, in territories where an Authorized User Affiliate of SBC-ASI/13State is the ability to procure within any of the Lots, or across Lots. Contract Scopeincumbent local exchange carrier.

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware BEVERAGE SELECTIONS PAGE 8 COLD HORS D’OEUVRES PAGE 10 HOT HORS D’OEUVRES PAGE 11 BALLPARK & PUB HORS D’OEUVRES PAGE 12 PLATED ENTREES PAGE 14 VEGETARIAN OPTIONS PAGE 16 SALAD, SOUP & BREAD SELECTIONS PAGE 17 VEGETABLE & STARCH SELECTIONS PAGE 18 THEMED BUFFETS PAGE 20 APPETIZER SPREADS PAGE 23 BREAKFAST OPTIONS PAGE 24 PARKVIEW FIELD ALL-INCLUSIVE PACKAGE PAGE 26 EVENT SPACE RENTAL PAGE 27 PARKVIEW FIELD STAFFING & TECHNOLOGY PAGE 28 VIDEO BOARD PAGE 29 RIBBON BOARDS & CONCOURSE DISPLAYS PAGE 30 PARKVIEW FIELD “EXTRAS” PAGE 31 CONTACT PARKVIEW FIELD FOR YOUR NEXT EVENT! Xxxxx Xxxxx • Special Events Manager (000) 000-0000 • xxxxx@xxxxxxx.xxx Beverage Selections PACKAGED BEER Premium - $8 Angry Orchard Xxxx’x Oberon (seasonal) Xxxx’x Two-Hearted Blue Moon Belgian White Corona Extra Leinenkugel’s Summer Shandy (seasonal) Domestic - $7 Lot 3 – Cloud Mad Xxxxxxx Seasonal Sierra Nevada Sun King Sun Light White Claw Black Cherry White Claw Mango Bud Light Budweiser Coors Light DRAFT BEER Premium - $9 Michelob Ultra Xxxxxx Lite Yuengling Lager Yuengling Flight Xxxx’x Two-Hearted Ale Blue Moon Belgian White Leinenkugel’s Summer Shandy (seasonal) Domestic - $8 Lot 4 – Implementation Services Mad Xxxxxxx Summer Daze (seasonal) Modello Especial Sierra Nevada Hazy Budweiser Bud Light Coors Light Michelob Ultra Xxxxxx Lite Yuengling Lager Yuengling Flight Heineken 0.0 Non-Alcoholic Beer - $5 BEER KEGS (110 - 16 oz. cups per keg) Specialty/Craft Beer - $450 Requests will be determined on availability Premium - $400 Xxxx’x Two-Hearted, Blue Moon, Leinenkugel’s Seasonal, Mad Anthony’s, or specialty requests Domestic - $350 Bud Light, Budweiser, Coors Light, Michelob Ultra, Xxxxxx Lite, Yuengling Lager, or other options available by request WINE $7 per glass • $23 per bottle House Cabernet Sauvignon House Chardonnay House Moscato House Pinot Grigio House Merlot $8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT per glass • $35 per bottle Black Oak Cabernet Sauvignon Black Oak Chardonnay Black Oak Pinot Grigio Xx Xxxxxxxxx Xxxxxxx SPECIALTY DRINKS Two-Ee’s Wine Slushy - $9 SUBSEQUENT PERIODIC RECRUITMENT $55 per batch (10 drinks) Round Barn Red Sangria - $9 ESTIMATED SPEND AND QUANTITIES TOASTS Champagne - $30/bottle Sparkling Apple Juice - $15/bottle Beverage Selections PREMIUM LIQUOR Hosted Event: Starting at $40/person per drink: $8 - Single • $11 - Double Chivas Regal Scotch Crown Royal Xxx Xxxxx Xxxxxxx Grey Goose Vodka Xxxxxxx Irish Whiskey Tanqueray Gin COGNAC & CORDIALS Amaretto Disaronno Xxxxxx’x Irish Cream Grand Marnier Xxxxxxxx Jagermeister Kahlua MIXERS Woodford Reserve Bourbon CALL LIQUOR Hosted Event: Starting at $35/person per drink: $7 - Single • $10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5- Double Absolut Vodka Bacardi Superior Rum Beefeater Gin Canadian Club Whisky Pepsi Diet Pepsi Sierra Mist Tonic Water Club Soda Sweet & Sour Mix Cranberry Juice Grapefruit Juice Orange Juice Pineapple Juice French Lick Resort Bloody Xxxx Mix Captain Xxxxxx Spiced Rum J & B Scotch Xxxx Xxxxxxx No. 7 Xxx Xxxx Bourbon Xxxx Xxxxxx Tequila Malibu Rum Seagram’s 7 Whiskey OTHER OPTIONS Soft Drinks - $3/can Aquafina Water - $3/half-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 Eliter bottle Lemonade - $15/gallon Iced Tea - $15/gallon Coffee - $20/gallon Hot Chocolate - $20/gallon or $1/bag Hot Tea - $1/bag Cold Hors D’oeuvres All items displayed in 100 piece servings, (*) May also be Xxxxxx passed GULF SHRIMP CUP* - $375 Two shrimp tails with our spicy cocktail sauce and a lemon garnish SALAMI CORONETS* - $195 Salami sliced thin, folded and filled with an herbed cream cheese with a fresh herb & carrot garnish XXXXXX XXXXXXXXXX* - $150 Diced fresh roma tomatoes, fresh shredded mozzarella and basil tossed with olive oil and red onions. Served on a sliced toasted baguette XXXXXXXXXX, XXXXXX, & XXXXX XXXXXXX* - $175 Mozzarella ball topped with a cherry tomato and basil, then drizzled with balsamic vinaigrette ANTIPASTO VEGETABLE SKEWERS* - $200 Handmade fresh mozzarella cheese, sundried tomatoes, artichoke hearts and Kalamata olives. Drizzled with roasted tomato vinaigrette APPLE COMPOTE WITH BRIE BITES - $150 Brie cheese and spiced apple compote on a toasted herb flatbread ROASTED BROCCOLI CROSTINI - $150 Roasted broccoli pieces topped with sharp cheddar and bacon on a creamy herbed cheese spread SOUTHWEST BLACK BEAN PINWHEELS* - $175 Black beans mixed with a Southwest-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES inspired cream cheese TRADITIONAL COCKTAIL SANDWICHES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions $250 Assorted appetizer-sized sandwiches (your choice of Reseller(s3): turkey, ham, roast beef, chicken salad, egg salad or vegetable (cucumber, squash & sprouts) Participation 21 Designation CHARCUTERIE - $300 (serves 100 guests) Assorted display of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administrationmeat (pancetta, Maintenance hard pepperoni, prosciutto, capicola and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSuncured genoa salami), New York State Procurement is responsible for developing cheese (Gruyere, Havarti, smoked gouda, provolone, mild Swiss and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for SoftwareChevre), Hardwaredried apricots, Cloudolives, nuts, and Implementation servicesassorted crackers with olive tapenade Cold Hors D’oeuvre Displays All items serve 25 guests PREMIUM CHEESE DISPLAY: $125 Chef Selection: Chevre, smoked gouda, Havarti, Gruyere, Gournay. The procurements shall All served with crackers DOMESTIC CHEESE DISPLAY: $85 Cheddar, Swiss and xxxxxx xxxx cheeses. All served with crackers FRESH FRUITS AND SEASONAL BERRIES - $80 GARDEN VEGETABLE PLATTER WITH RANCH - $75 Celery sticks, baby carrots, broccoli, cauliflower, grape tomatoes, served with ranch dip VEGETABLE PLATTER WITH HUMMUS - $75 Celery sticks, sliced squash, zucchini, baby carrots, red peppers and cucumber slices. Served with roasted red pepper hummus Hot Hors D’oeuvres All items displayed in 100 piece servings, (*) May also be competitive at the transactional level via Request for Quotations (RFQ) Xxxxxx passed BACON WATER CHESTNUTS* - $195 Thick-cut bacon wrapped water chestnuts SPRING ROLLS - $150 A flaky wrapper with vegetables and will allow an Authorized User the ability to procure within any Asian spices. Served with a sweet & sour sauce CRISPY BATTERED GREEN BEANS - $100 Fried whole green beans coated with a toasted onion batter served with a bistro sauce SPANAKOPITA* - $175 Spinach and cheese phyllo, served with a strawberry prosecco sauce MINI POTATO CAKES - $100 Medallion-shaped shredded potato patties served with a horseradish & shredded apple dipping slaw BACON CREAM CHEESE CHEDDAR CHICKEN BITES - $150 Baked naked chicken tender pieces with a cream cheese cheddar-bacon topping CRISPY CHICKEN POTSTICKERS - $150 Crescent-shaped chicken-filled dumplings seasoned with authentic Asian spices. Served with a traditional sesame soy dipping sauce SAUSAGE STUFFED MUSHROOM CAPS* - $150 Silver dollar mushroom caps stuffed with seasoned ground sausage, topped with a blend of the Lotscheeses NEWBURG CRAB STUFFED MUSHROOM CAPS* - $200 Silver dollar mushroom caps stuffed with Newburg crab MINI CRAB CAKES - $225 Half dollar-sized crab cakes, served with a roasted red pepper remoulade CRAB RANGOON - $160 A crisp wonton wrapper envelope filled with a creamy sweet cheese & crab meat. Served with a sweet & sour sauce COCONUT FRIED SHRIMP - $195 Large gulf shrimp tossed with coconut batter and fried crispy. Served with a housemade orange marmalade CHICKEN & BLACK BEAN QUESADILLAS - $120 Grilled tortillas filled with a blend of cheeses, black beans, corn and our seasoned shredded chicken. Served with sour cream and salsa GRILLED BEEF BROCHETTES* - $175 Marinated and grilled beef cuts along with tomatoes, zucchini, squash and peppers GRILLED CHICKEN BROCHETTES* - $150 Marinated and grilled chicken along with tomatoes, zucchini and peppers MARINATED ROASTED VEGETABLE BROCHETTES - $135 Cuts of zucchini, squash, grape tomatoes and onions, marinated and lightly roasted GLAZED PINEAPPLE KIELBASA BITES - $125 Slice of kielbasa topped with a grilled pineapple piece Pub Hors D’oeuvres All items displayed in 100 piece servings NACHO BAR - $350 Tortilla chips served with sides of seasoned ground beef, nacho cheese, shredded lettuce, diced tomatoes, jalapenos, sour cream, and salsa FRENCH FRY BAR - $250 Xxxxx served with sides of chopped bacon, Cincinnati chili, nacho cheese, sour cream, and chives CHAR-GRILLED BONE-IN CHICKEN WINGS - $250 Marinated and grilled wings served with a choice of our housemade apple butter BBQ, buffalo, or across Lotsteriyaki BREADED BONELESS CHICKEN WINGS - $150 Breaded wings served with a choice of our housemade apple butter BBQ, buffalo, or teriyaki LOADED POTATO SKINS - $125 Served with bacon, cheese, and sour cream ITALIAN MEATBALLS - $150 A blend of pork, parmesan cheese, and Italian herb seasoning rolled into a meatball, tossed in marinara sauce FRIED MUSHROOM RAVIOLI - $175 Portabella mushroom-stuffed ravioli lightly breaded with Italian-infused bread crumbs and fried to a golden brown. Contract ScopeServed with marinara sauce FRIED CHEESE RAVIOLI - $150 Cheese-stuffed ravioli lightly breaded with Italian-infused bread crumbs and fried to a golden brown. Served with marinara sauce FRIED MAC AND CHEESE BITES - $150 Tender elbow macaroni with a blend of cheeses, then battered and fried. Available with smoked gouda or jalapeno jack cheddar. JALAPENO POPPERS - $175 Cream cheese-stuffed jalapenos, breaded and fried crisp. Served with a strawberry sour sauce MOZZARELLA STICKS - $175 Creamy Wisconsin mozzarella cheese coated with a hint of lemon and pepper batter. Served with marinara sauce WARM PRETZEL LOAF - $100 Lightly toasted and salted, sliced and served with cheese dip Ballpark Hors D’oeuvres All items displayed in 100 piece servings CHEESEBURGER SLIDERS - $250 Handmade all-beef patties blended with our own selection of herbs and spices. Served with a fresh roll, sliced xxxx pickles and cheese slices PULLED PORK SLIDERS - $250 Parkview Field pulled pork with our apple butter BBQ, served with a fresh roll and pickles SHREDDED BUFFALO CHICKEN SLIDERS - $275 Shredded Buffalo chicken served with blue cheese crumbles and celery slices Pub Snacks ROASTED IN-SHELL PEANUTS - $5.25/lb (In Season) Lightly salted PEANUTS (SHELLED) - $12/lb HOUSEMADE POTATO CHIPS - $35 (Serves 25) Garlic, olive oil, asiago cheese and cracked pepper PARKVIEW FIELD SEASONED MINI PRETZEL TWISTS - $18/2 lbs. Seasoned with ranch, garlic, & xxxxx CHIPS AND SALSA - $15 (Serves 10) Corn chips served with garden salsa Add on additional salsa: pico xx xxxxx and roasted corn, black bean salsa, or queso ($8 each / serves 10) BALLPARK POPCORN - $20.00/bag (Serves 25) Snack Basket INDIVIDUAL BAG OF POTATO CHIPS - $2/bag Regular or BBQ TRAIL MIX - $2/bag Peanuts, dried pineapple, dried banana chips, cashews, raisins and dried cranberries CHEX® MIX - $2/bag NATURE VALLEY® GRANOLA BARS - $2.00/bar CARMEL CORN - $4.00 PEANUTS - $4 RICE KRISPIES® TREATS - $2 GRANDMA’S® COOKIES - $2 CANDY BOX - $4 APPLE SAUCE CUPS - $1 Ballpark Fare - boxed lunches All sandwiches served with a bag of chips, fruit cup, and a cookie • 1-15 guests - One selection only • 16-30 guests - Up to two selections • 31+ guests - Up to three Selections 12’ PIZZA - $14.95 Choose from Cheese, Pepperoni, 4-Meat, and Supreme CHICKEN BACON RANCH WRAP - $14.95 VEGETABLE WRAP - $14.95 Broiled vegetables (squash, zucchini, and tomatoes) topped with herbed cheese and red pepper hummus CLUB SANDWICH - $14.95 Ham, turkey, bacon, cheddar cheese, lettuce, tomato, and mayonaise BBQ PULLED PORK SANDWICH - $14.95 CHAR-GRILLED CHEESEBURGER - $14.95 GARDEN SALAD - $12.95 Lettuce, Tomato, Cucumber, Onion, Carrots, Dressing Selection Plated Entrees Minimum 25 guests Entrees include a choice of a cup of soup or a salad, vegetable, starch, rolls and butter. Includes iced tea and water (Lemonade available as a substitute)

TABLE OF CONTENTS. Introduction Contents Pg. # INSTRUCTIONS TO BIDDERS (ITB) 5 Source of Funds 5 Eligible Bidders 5 Eligible Goods and Services 5 Cost of Bidding 5 The Bidding Procedure 5 Content of the Bidding Documents 6 OVERVIEW Clarification of Bidding Documents 6 Amendment of Bidding Documents 7 PREPARATION OF BIDS 7 Language of Bid 7 Documents Comprising of Bid 7 Bid Form and Price Schedule 7 Bid Prices 7 Bid Currencies 8 Documents Establishing bidder's Eligibility and Qualification 8 Bid Security 8 Bid Validity 8 Format and Signing of Bid 9 SUBMISSION OF BID 9 Sealing and Marking of Bid 9 Deadline for Submission of Bid 10 Late Bid 10 Withdrawal of Bid 10 OPENING AND PURPOSE EVALUATION OF THIS BID 10 Opening of Bid 10 Clarification of Bids 11 Preliminary Examination 11 Evaluation & Comparison of Bids 11 Evaluation Criteria 12-14 Performance Guarantee 15 Signing of Contract 15 Contacting the Procuring Agency 15 Qualification and Disqualification of Bidders 15 Rejection of Bids 16 Re-Bidding 16 Announcement of Evaluation Report 16 AWARD OF CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM Acceptance of Bid and Award Criteria 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the Procuring agency’s right to vary quantities at time of award 16 Limitations on Negotiations 16 Notification of Award 17 Termination of the Contract 17 Corrupt and Fraudulent Practices 17 GENERAL CONDITONS OF CONTRACT 18 Authorized User Reserved Rights Definitions 18 LIVING WAGE Application 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Standards 18 Use of Contract Terms Documents and Information 19 Labeling and Packing of the Medicines 19 Delivery of Documents 19 Payment, Prices, Contract Amendments, Penalties/liquidated Damages 19 Governing Languages 20 Applicable Law & Schedule of Requirements 20 Price Schedule 21 Condition for Responding to TENDER FORM (FORMAT) 22 PERFORMANCE GUARANTEE (FORMAT) 23 AFFIDAVIT (FORMAT) 24 TENTATIVE LIST OF MEDICINE 25 PUNJAB HEALTH FACILITIES MANAGEMENT COMPANY PRIMARY & SECONDARY HEALTHCARE DEPARTMENT GOVERNMENT OF THE PUNJAB INVITATION FOR BIDS FRAMEWORK CONTRACT FOR THE PROCUREMENT OF MEDICINES/SURGICAL DISPOSABLES DAY TO DAY BASIS LOCAL PURCHASE (FY 2019-20) FOR GOVT. GYNAE HOSPITAL UC37 NEW XXXXX, LAHORE [ Sealed bids are invited from well reputed & registered firms/Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenancedistributors/Support Agreement Provisions 22 MaintenancePharmacies/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Medical stores and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT experienced suppliers registered with Sales Tax (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQFiler) and will allow an Authorized User Income Tax (Filer) departments and involved in the ability business of medicine, for the Framework Contract for the procurement of Medicines / Surgical Disposables (Day to procure within any of the LotsDay Basis Local Purchase) FOR Government Gynae Hospital, or across Lots. Contract ScopeUC37 New Xxxxx, Lahore for FY 2019-20 under Punjab Procurement Rules 2014.

TABLE OF CONTENTS. Introduction 6 OVERVIEW ARTICLE I DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Other Definitional and Interpretive Matters 12 ARTICLE II PURCHASE AND PURPOSE SALE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS MEMBERSHIP INTERESTS; INITIAL PURCHASE PRICE; CLOSING 13 2.1 Initial Purchase and Sale of Membership Interests 13 2.2 Initial Purchase Price 14 2.3 Payment of Initial Closing Cash Payment and Indebtedness. 14 2.4 Initial Closing Date 14 2.5 Deliveries on the Initial Closing Date by the Acquired Companies and Sellers 14 2.6 Deliveries on the Initial Closing Date by the Buyer Parties 16 2.7 Purchase and Sale of Remaining Subsidiary Equity Interests Relating to Initial Closing 17 2.8 Payment of Subsequent Closing Cash Payment and Indebtedness. 17 2.9 Subsequent Closing Date 18 2.10 Deliveries on each Subsequent Closing Date by the Sellers 18 2.11 Deliveries on each Subsequent Closing Date by the Buyer Parties 19 2.12 Option to Purchase Additional Interests 20 2.13 Provisions Applicable if Purchase Options Not Exercised 23 2.14 Withholding 24 2.15 Allocation of the Initial Purchase Price 25 ARTICLE III REPRESENTATIONS AND SERVICES EXCLUDED FROM WARRANTIES RELATING TO THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions SELLERS 25 3.1 Organization and Good Standing 25 3.2 Authorization, Execution and Enforceability of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Transactions 25 3.3 Consents and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACTApprovals; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE No Violations 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract 3.4 Ownership and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeMembership Interests 26 3.5 Litigation 27 3.6 Tax 27 3.7 Financial Advisors 27

TABLE OF CONTENTS. Introduction Table of Contents 2 Recitals……………………………………………………………………………………………..….4 ARTICLES Pricing 4 Invoicing/Payment 4 Term of Contract 4 Entire Agreement 4 Amendments 4 Governing Law and Venue 5 Appropriation/Contingency of Funds 5 Taxes 5 Delivery 5 Independent Contractor 5 Assignment or Sub-contracting 5 Non-Discrimination 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Performance 6 Contract Scope Errors and Omissions 6 LOT OVERVIEW Warranty 6 Lot 1 – Software Patent/Copyright Material/Propriety Infringement 6 Lot 2 – Hardware Compliance with Laws 6 Indemnification and Insurance 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Confidentiality 9 SUBSEQUENT PERIODIC RECRUITMENT Contractor Personnel 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Contractor’s Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right and Key Personnel 9 Project Manager 9 Reports/Meetings 10 Ownership of Documents. 10 Title to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCEData 10 Records……………. 10 Audit/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Inspections 10 Publication 11 Conflict of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Interest 11 Termination 11 Breach of Contract 12 Disputes…. 12 Orderly Termination 12 Force Majeure 13 Consent to Breach Not Waiver 13 Remedies Not Exclusive 13 Notices 13 County Child Support Enforcement 14 Change of Ownership 14 Headings 14 Severability…. 14 Calendar Days 14 Attorney Fees 14 Waiver of Jury Trial 14 Interpretation 14 Authority 15 Health Insurance Portability and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 Accountability Act (HIPAA) 15 Survival 15 Limitation of Liability of this Contract 15 Contract Signature Page 16 ATTACHMENTS Attachment A – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATAScope of Work 17 Attachment B – Compensation/Payment 30 Attachment C – Staffing Plan 38 Attachment D –Implementation Plan/Project Schedule 40 Attachment E – HIPAA Privacy Business Associate Agreement 65 Attachment F – Performance Guarantees 70 EXHIBITS Exhibit 1 – County of Orange Child Support Enforcement Certifications 74 CONTRACT This Contract Number N1000010766 for a Total Benefits Self-Service Administrator, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIPincluding a “total” self-service benefits arrangement for administration including a Call Center, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY Interactive Voice Response (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION IVR)/Voice Response System (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSVRS), New York State Procurement Communications and Internet/WEB technology of all Health and Welfare Benefit Programs hereinafter referred to as “Contract” is responsible for developing effective April 1, 2009 by and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwarebetween the County of Orange, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any a political subdivision of the LotsState of California, hereinafter referred to as “County” and ACS HR Solutions, LLC, with a place of business at 000 Xxxxx Xxxx, Xxxxxx Xxxxx, Xxx Xxxxxx 00000, hereinafter referred to as “Contractor”, which are sometimes individually referred to as “Party”, or across Lots. Contract Scopecollectively referred to as “Parties”.

TABLE OF CONTENTS. Introduction INTRODUCTION 1 This Framework Agreement, variations and interpretation 1 Purpose of SRH and its Relationship with SRT and CSL 1 GOVERNANCE 2 Strategic Rail Board Role SRH Board Role 3 3 Sponsorship Role 3 Operation Management Role Dispute Resolution 4 4 ACCOUNTABILITY 4 Ministerial Responsibility 4 TS Accountable Officer Responsibilities 5 Sponsor Team - Specific Accountabilities and Responsibilities 5 Responsibilities of SRH’s Chief Executive 6 OVERVIEW Responsibility of SRH’s Accountable Officer 6 SRH Board Responsibilities 7 Audit Committee/Internal Audit 7 PLANNING AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot BUDGETING 7 Grant in Aid and Financial Management The Strategic Plan (5 year) 7 8 The Business Plan (1 year) 9 Budgeting procedures 9 EXTERNAL ACCOUNTABILITY 10 The Annual Report and Accounts 10 External Audit 10 Right of Access 11 Management and Financial Responsibilities 11 MANAGEMENT AND OPERATIONS 11 Risk Management 11 Organisational security and resilience 11 SPFM 11 ASSET AND PROPERTY MANAGEMENT 11 Lease Arrangements 11 Tax Arrangements 12 Subsidiary Companies and Joint Ventures 12 Reporting Performance to Sponsor 12 Submissions to Ministers 13 Providing Monitoring and Assurance Information to Sponsor 13 Staff Management 14 Review of SRH Status 14 Arrangements in the Event that SRH is Wound Up 16 Appendix 1 – Software 6 Lot General Guidance and Instructions 17 Appendix 2 – Hardware 7 Lot Transfer and Mobilisation 18 Appendix 3 – Cloud 8 Lot SRH Board Responsibilities 20 Appendix 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM Governance Structure 24 Appendix 5 – Policy Compendium and Policy Compendium Addendum Appendix 6 – Strategic Rail Board Functions and Responsibilities 25 84 Appendix 7 – Definitions 87 FRAMEWORK AGREEMENT between THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves SCOTTISH MINISTERS acting through TRANSPORT SCOTLAND and SCOTTISH RAIL HOLDINGS LIMITED, a limited company incorporated under the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote AdministrationCompanies Acts with registration number SC548826 and having its registered office at Glasgow Queen Street Station, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVELManagement Suite, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATADundas Street, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIPGlasgow, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized UsersG1 2AQ. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeINTRODUCTION

TABLE OF CONTENTS. Introduction Contents Pg. # INSTRUCTIONS TO BIDDERS (ITB) 5 Source of Funds 5 Eligible Bidders 5 Eligible Goods and Services 5 Cost of Bidding 5 The Bidding Procedure 5 Content of the Bidding Documents 6 OVERVIEW Clarification of Bidding Documents 6 Amendment of Bidding Documents 7 PREPARATION OF BIDS 7 Language of Bid 7 Documents Comprising of Bid 7 Bid Form and Price Schedule 7 Bid Prices 7 Bid Currencies 8 Documents Establishing bidder's Eligibility and Qualification 8 Bid Security 8 Bid Validity 8 Format and Signing of Bid 9 SUBMISSION OF BID 9 Sealing and Marking of Bid 9 Deadline for Submission of Bid 10 Late Bid 10 Withdrawal of Bid 10 OPENING AND PURPOSE EVALUATION OF THIS BID 10 Opening of Bid 10 Clarification of Bids 11 Preliminary Examination 11 Evaluation & Comparison of Bids 11 Evaluation Criteria 12-14 Performance Guarantee 15 Signing of Contract 15 Contacting the Procuring Agency 15 Qualification and Disqualification of Bidders 15 Rejection of Bids 16 Re-Bidding 16 Announcement of Evaluation Report 16 AWARD OF CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM Acceptance of Bid and Award Criteria 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the Procuring agency’s right to vary quantities at time of award 16 Limitations on Negotiations 16 Notification of Award 17 Termination of the Contract 17 Corrupt and Fraudulent Practices 17 GENERAL CONDITONS OF CONTRACT 18 Authorized User Reserved Rights Definitions 18 LIVING WAGE Application 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Standards 18 Use of Contract Terms Documents and Information 19 Labeling and Packing of the Medicines 19 Delivery of Documents 19 Payment, Prices, Contract Amendments, Penalties/liquidated Damages 19 Governing Languages 20 Applicable Law & Schedule of Requirements 20 Price Schedule 21 Condition for Responding to TENDER FORM (FORMAT) 22 PERFORMANCE GUARANTEE (FORMAT) 23 AFFIDAVIT (FORMAT) 24 TENTATIVE LIST OF MEDICINE 25 PUNJAB HEALTH FACILITIES MANAGEMENT COMPANY PRIMARY & SECONDARY HEALTHCARE DEPARTMENT GOVERNMENT OF THE PUNJAB INVITATION FOR BIDS FRAMEWORK CONTRACT FOR THE PROCUREMENT OF MEDICINES/SURGICAL DISPOSABLES DAY TO DAY BASIS LOCAL PURCHASE (FY 2019-20) FOR GOVT. THQ HOSPITAL POLICELINES XXXX XXXXXX XXXXX LAHORE [ Sealed bids are invited from well reputed & registered firms/Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenancedistributors/Support Agreement Provisions 22 MaintenancePharmacies/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Medical stores and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT experienced suppliers registered with Sales Tax (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQFiler) and will allow an Authorized User Income Tax (Filer) departments and involved in the ability business of medicine, for the Framework Contract for the procurement of Medicines / Surgical Disposables (Day to procure within any of the LotsDay Basis Local Purchase) FOR Government THQ Hospital, or across Lots. Contract ScopePolicelines Xxxx Xxxxxx Xxxxx, Lahore for FY 2019-20 under Punjab Procurement Rules 2014.

TABLE OF CONTENTS. Introduction ‌ Terms of Use 1 Acceptance of these Terms of Use 1 Additional Terms 1 Users Under 18 Years of Age 1 Business Uses of the Services 1 Arbitration Notice 1 Table of Contents 2 Changes to these Terms of Use 4 Accessing the Services and Account Security 4 Software in Our Services 5 Intellectual Property Rights 5 Trademarks 6 OVERVIEW AND PURPOSE OF THIS CONTRACT No Support or Maintenance 6 Contract Scope Prohibited Uses 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware User Contributions 7 Lot 3 – Cloud Feedback 8 Lot 4 – Implementation Monitoring and Enforcement; Termination 8 Content Standards 9 Copyright Infringement 10 Reliance on Information Posted 10 Changes to the Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS Information About You and Your Use of the Services 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Linking to the Services and Social Media Features 10 Links from the Services 11 Online Purchases and Terms of Sale 11 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions 11 Recurring Payments 12 Automatic Renewals 12 Refund Policy 12 Geographic Restrictions 12 Release 13 Disclaimer of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Warranties 13 Limitation on Liability 14 Indemnification 14 Governing Law and Jurisdiction 14 Arbitration Agreement 15 Applicability of Contract Terms 21 Condition Arbitration Agreement 15 Notice Requirement and Informal Dispute Resolution 15 Arbitration Rules 15 Additional Rules for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support Non-Appearance Based Arbitration 15 Time Limits. 16 Authority of Product 22 Obligations 22 Arbitrator 16 Waiver of Jury Trial 16 Waiver of Class or Consolidated Actions 16 Confidentiality 16 Severability 16 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Waive 16 Survival of Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance 16 Small Claims Court 16 Emergency Equitable Relief 16 Claims Not Subject to Arbitration 17 Courts 17 Limitation on Time to File Claims 17 General Terms and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACTConditions 17 Export 17 Disclosures 17 Electronic Communications 17 Construction; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Independent Contractors; Assignment 17 Waiver and Severability 17 Entire Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract 18 Term and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies Termination 18 Copyright Policy 18 Your Comments and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeConcerns 19

TABLE OF CONTENTS. Introduction ARTICLE PAGE NUMBER 1 BARGAINING AGENCY 6 OVERVIEW 2 DEFINITION OF BARGAINING UNIT EMPLOYEE 6 3 MANAGEMENT 7 4 WORKING CONDITIONS 7 5 HOURS OF WORK, Shift Premiums, etc. 8 6 OVERTIME 10 7 CALL TIME 10 8 EMERGENCY PROTOCOLS 9 WAGES 10 TRAVEL TIME 11 11 PREPARATION TIME 12 12 LAYOVER TIME 12 13 TEMPORARY TRANSFER 12 14 PERMANENT TRANSFER 14 15 STATUTORY HOLIDAYS 16 16 VACATIONS 17 17 INSURANCE COVERAGE 19 TRAVEL ACCIDENT 19 GROUP LIFE & A.D. & D 20 TOOL INSURANCE & TOOL ALLOWANCE 20 18 MEDICAL AND PURPOSE DENTAL COVERAGE 21 19 INCOME CONTINUANCE COVERAGE 22 20 SICK LEAVE 00 00 XXXXXXXXXXX XXXXX 00 00 JURY DUTY 24 23 UNION NOTICES AND SHOP STEWARDS 24 24 MOONLIGHTING 24 FINNING (CANADA) ARTICLE PAGE NUMBER 25 GENERAL PROVISIONS 25 ARCTIC PARKAS 25 GLOVES 25 COVERALLS AND SMOCKS 25 COLD WEATHER 25 CUSTOMER ASSISTED REPAIR 25 FIRST AID 26 LUNCH ROOM 26 COMPANY OWNED TOOLS 26 HARD HATS & RAIN JACKETS 26 SAFETY GLASSES 26 SAFETY BOOTS 27 WELDING GLOVES 27 TRAINING SESSIONS, MEETINGS AND INTERVIEWS 27 WASH ROOM 28 26 SENIORITY AND LAYOFF 28 27 SEVERANCE 30 28 GRIEVANCES AND COMPLAINTS 31 29 ARBITRATION 32 30 DEFINITIONS OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot CLASSIFICATIONS 33 31 APPRENTICES 36 32 SAVINGS CLAUSES 38 33 TECHNOLOGICAL OR PROCEDURAL CHANGES 39 34 CONTRACTING OUT 40 35 DEFINED CONTRIBUTION 41 36 DURATION OF AGREEMENT 42 FINNING (CANADA) ARTICLE SCHEDULES PAGE NUMBER "A" WAGES AND CLASSIFICATIONS - MECHANICAL DEPARTMENT 44 "B" WAGE RATES FOR APPRENTICES 46 "C" WAGES AND CLASSIFICATIONS - PARTS DEPARTMENT 48 “D” WAGES - TOOL LAB 50 "E" TUESDAY TO SATURDAY WORK WEEK 51 “F” HOUSING ALLOWANCE 52 LETTERS OF UNDERSTANDING LETTER OF UNDERSTANDING #1 – Software 6 Lot DEFINED BENEFIT PENSION PLAN 53 LETTER OF UNDERSTANDING #2 – Hardware 7 Lot - TEN (10) HOUR SHIFTS 54 LETTER OF UNDERSTANDING #3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE - JOINT SELECTION COMMITTEE 56 LETTER OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot UNDERSTANDING #4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADESERVICE CHARGEHAND 57 LETTER OF UNDERSTANDING #5 - TRAINING & DEVELOPMENT 58 LETTER OF UNDERSTANDING #6 - FIRST AID TICKETS AND TRAINING 60 LETTER OF UNDERSTANDING #7 - BANKING OF OVERTIME HOURS 61 LETTER OF UNDERSTANDING #8 - JOINT SAFETY COMMITTEE 63 LETTER OF UNDERSTANDING #9 - BRIDGING OF BENEFIT PAYMENTS 64 LETTER OF UNDERSTANDING #10 – STUDENTS 65 LETTER OF UNDERSTANDING #11 – MODIFIED SHIFTS 66 LETTER OF UNDERSTANDING #12 – SENIORITY DURING CHANGE OF DEPARTMENT 69 LETTER OF UNDERSTANDING #13 – TRANSFER FROM ISOLATED BRANCHES 70 LETTER OF UNDERSTANDING #14 – THINK BIG 71 LETTER OF UNDERSTANDING #15 – WAREHOUSE 73 LETTER OF UNDERSTANDING #16 – PERMANENT PART-INS 25 NEW YORK STATE OFFICE TIME EMPLOYEES 74 LETTER OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT UNDERSTANDING #17 – PM SPECIALIST 75 LETTER OF UNDERSTANDING #18 – HYDRAULIC SPECIALIST MECHANIC 77 COLLECTIVE AGREEMENT BETWEEN: FINNING (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSCANADA), New York State Procurement is responsible for developing A DIVISION OF FINNING INTERNATIONAL INC. (hereinafter called "the Company") OF THE FIRST PART AND: INTERNATIONAL ASSOCIATION OF MACHINISTS & AEROSPACE WORKERS, VANCOUVER LODGE #692 (hereinafter called "the Union") OF THE SECOND PART THIS AGREEMENT entered into this 15th day of April, 2017 to and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwareincluding the 14th day of April, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope2020.

TABLE OF CONTENTS. Introduction 6 OVERVIEW INTRODUCTION 1 EDUCATIONAL SUPPORT PROFESSIONAL (ESP) 1 DEFINITIONS 1 RECRUITMENT 1 HIRING OF EDUCATIONAL SUPPORT PROFESSIONALS 2 PERSONNEL RECRUITING, POSTING & HIRING 2 STAFF MEDICAL EXAMINATIONS 2 APPOINTMENT PROCEDURES FOR FULL-TIME PERSONNEL 3 ANNIVERSARY DATES 3 SALARIES & PAYROLL DIRECT DEPOSIT 3 ESP PROBATIONARY STATUS 4 ESP STAFF EVALUATION 4 PERSONNEL RECORDS 4 STAFF ORIENTATION AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot IN-SERVICE 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES DISTRICT EMPLOYMENT 4 WORKSHOPS 4 MILEAGE REIMBURSEMENT 5 RESIGNATIONS 5 PUBLIC EMPLOYEES’ RETIREMENT ASSOCIATION (XXXX) AND RETIREMENT 5 PERA 5 CAUSES FOR IMMEDIATE DISMISSAL OF ESP 6 TAX-DEFERRED ANNUITIES (TDA) 6 LONG-TERM DISABILITY INSURANCE 7 HEALTH CARE POLICIES 7 CAFETERIA 125 PLAN 8 FLEXIBLE SPENDING CARD 8 DENTAL CARE 8 EMPLOYEE ASSISTANCE PROGRAM (EAP) 9 MEDICARE CONTRIBUTIONS 9 LIFE INSURANCE AND ACCIDENTAL DEATH AND DISMEMBERMENT 9 UNEMPLOYMENT INSURANCE 9 PROFESSIONAL LIABILITY INSURANCE 9 PERSONAL PROPERTY INSURANCE PLAN 10 HOLIDAYS 10 EMPLOYEE VACATION 10 ABSENCES 11 FAMILY AND MEDICAL LEAVE (FMLA) 11 CUMULATIVE LEAVE AND SEVERANCE PAY 13 BEREAVEMENT LEAVE 14 SICK LEAVE BANK 14 CIVIC DUTY LEAVE 14 PERSONAL INJURY LEAVE 14 WORKERS’ COMPENSATION 15 ASSIGNMENT, REASSIGNMENT, TRANSFERS AND SALARY PLACEMENT 16 FLOATER POSITIONS 16 INTERPRETER PAY 16 STUDENT SUPERVISION BY ESP STAFF 17 STAFF PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION POLITICAL ACTIVITIES 17 STAFF PARTICIPATION IN COMMUNITY ACTIVITIES 17 STAFF VOTING 17 STAFF CONFLICTS OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 CONTRACTOR REQUIREMENTS AND INTEREST 18 ADMINISTRATIVE PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES 32 General Provisions 32 Equal Employment Opportunity ADMINISTERING MEDICINE 18 INFECTION CONTROL POLICY 18 SEXUAL HARASSMENT POLICY 20 CRITICAL DEADLINES TO REMEMBER 22 APPENDIX WORKERS' COMPENSATION FORMS 24 INTRODUCTION‌‌‌ The purpose of this handbook is to provide a quick reference of benefits, policies and administrative procedures that directly affect ESP employees of Xxxxx County School District 50. This handbook will be available to ESP employees via the intranet, new employee orientation, and a copy will be available for review in each school/department and the administration office. Please note that as of August 2002, new Board approved Quality Governance policies for Xxxxx County School District 50 became effective. All former Board policies, including those referenced in this handbook, are now considered active administrative procedures. Over the course of the year, administrative procedures and this handbook will undergo revisions and will be disseminated annually. Any questions regarding this Handbook should be directed to the Human Resources Department. EDUCATIONAL SUPPORT PROFESSIONAL (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security ESP)‌ Superintendent’s Policy #GD Note: Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIPregulations in Section GD (Support Staff) pertain to Education Support Professionals and cover all categories of staff such as secretaries, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location building aides, instructional assistants, clerical personnel, nutrition services personnel, maintenance and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADEScustodial personnel, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudbus drivers, and Implementation servicesany administrative personnel not requiring a professional certificate or license. The procurements shall be competitive at the transactional level via Request for Quotations Adopted: November 28, 1995 Revised: June 2003 DEFINITIONS EDUCATIONAL SUPPORT PROFESSIONAL An Educational Support Professional (RFQESP) includes all categories of service personnel: clerical, food service, maintenance, custodial, transportation, warehouse, and will allow an Authorized User the ability to procure within any other positions that do not require a Colorado Department of the Lots, Education license or across Lots. Contract Scopecertificate.‌

TABLE OF CONTENTS. Introduction SECTION A ‐‐ DEFINITIONS 1 CLAUSE A1 DEFINITIONS 1 SECTION B ‐‐ CONTRACTOR’S ADMINISTRATION AND SUPERVISION OF THE WORK 2 CLAUSE B1 CONTRACTOR’S PERFORMANCE GENERALLY 2 CLAUSE B2 SUPERINTENDENCE BY THE CONTRACTOR 2 CLAUSE B3 KEY PERSONNEL 2 CLAUSE B4 OTHER CONTRACTS 3 CLAUSE B5 PROJECT SITE SIGNAGE. 4 CLAUSE B6 ADVERTISEMENT 4 CLAUSE B7 PROGRESS MEETINGS 4 CLAUSE B8 MATERIAL AND WORKMANSHIP 4 CLAUSE B9 SUBSTITUTIONS 5 CLAUSE B10 INSPECTION AND TEST 5 CLAUSE B11 SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK 6 OVERVIEW CLAUSE B12 DIFFERING SITE CONDITIONS 7 CLAUSE B13 SAFETY PRECAUTIONS AND PURPOSE PROGRAMS 7 CLAUSE B14 PROTECTION OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud THE WORK AND ADJACENT PROPERTY DURING CONSTRUCTION OPERATIONS 8 Lot 4 – Implementation Services 8 PRODUCTS CLAUSE B15 EMERGENCIES ENDANGERING PERSONS OR PROPERTY 9 CLAUSE B16 HAZARDOUS MATERIALS DISCOVERED ON THE SITE 9 CLAUSE B17 SPILLS OR DISCHARGE OF CONTAMINANTS BY CONTRACTOR 9 CLAUSE B18 SOIL MANAGEMENT PROCEDURES 10 CLAUSE B19 BUILDING COMMISSIONING PROCESS 10 SECTION C ‐‐ CONSTRUCTION PRACTICES AT THE SITE 10 CLAUSE C1 FIGHTING, VANDALISM, INAPPROPRIATE BEHAVIOR, NO HARASSMENT 10 CLAUSE C2 NO WEAPONS, ALCOHOL, DRUGS, SMOKING 10 CLAUSE C3 DISPOSAL AND SALVAGE 10 CLAUSE C4 CLEANING UP 11 CLAUSE C5 JOB CONDITIONS ‐ TEMPORARY FACILITIES AND SERVICES EXCLUDED FROM 11 CLAUSE C6 USE OF FACILITIES/SITE 12 CLAUSE C7 UTILITY SHUTDOWNS 12 CLAUSE C8 ALTERATION WORK 12 CLAUSE C9 INGRESS, EGRESS, AND CIRCULATION 13 CLAUSE C10 SHORING AND BRACING 13 CLAUSE C11 WEATHER CONDITIONS/WORK IN FREEZING WEATHER 13 CLAUSE C12 PUMPING AND DRAINAGE 13 CLAUSE C13 EXPLOSIVES 14 CLAUSE C14 LAYOUT OF WORK 14 CLAUSE C15 NOISE 14 CLAUSE C16 NOT USED 14 CLAUSE C17 PARKING 14 CLAUSE C18 EXISTING BUILDING ACCESS CONTROL/SECURITY AND FIRE ALARM SYSTEMS 14 CLAUSE C19 CONSTRUCTION FENCE 15 CLAUSE C20 UTILITY MARK OUT 15 SECTION D ‐‐ RESPONSIBILITIES 15 CLAUSE D1 RESPONSIBILITIES OF THE SCOPE ARCHITECT‐ENGINEER 15 CLAUSE D2 SUBCONTRACTS 16 CLAUSE D3 PRINCETON COLLABORATIVE SYSTEM – PCS 17 SECTION E ‐‐ CONTRACT TIME: SCHEDULES, DELAYS, AND EXTENSIONS OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND TIME 18 CLAUSE E1 PROJECT SCHEDULE 18 CLAUSE E2 UPDATED PROJECT SCHEDULES AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS PROGRESS REPORTS 19 CLAUSE E3 PROGRESS AND CONFLICT COMPLETION 20 CLAUSE E4 ACCELERATION OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 THE WORK 20 CLAUSE E5 EXCUSABLE DELAYS; EXTENSION OF TIME 20 CLAUSE E6 UNEXCUSED DELAYS 22 CLAUSE E7 DETERMINATION OF CONTRACTOR’S DELAY DAMAGES 22 CLAUSE E8 DETERMINATION OF PRINCETON UNIVERSITY’S DELAY DAMAGES 22 CLAUSE E9 SUSPENSION OF WORK 23 CLAUSE E10 SUBSTANTIAL COMPLETION 23 CLAUSE E11 USE AND POSSESSION PRIOR TO COMPLETION 24 CLAUSE E12 FINAL PAYMENT 24 SECTION F ‐‐ SUBMITTALS 24 CLAUSE F1 SHOP DRAWINGS, PRODUCT DATA, SAMPLES, CERTIFIED TEST REPORTS, AND CERTIFICATES OF COMPLIANCE 24 CLAUSE F2 AS‐BUILT DRAWINGS 25 CLAUSE F3 OPERATING AND MAINTENANCE MANUALS 25 CLAUSE F4 WARRANTIES AND GUARANTEES 25 CLAUSE F5 CONSTRUCTION AND WASTE MANAGEMENT PLAN 26 CLAUSE F6 ATTIC STOCK AND SPARE PARTS 26 SECTION G ‐‐ INSURANCE AND INDEMNITY 26 CLAUSE G1 INSURANCE 26 CLAUSE G2 INDEMNIFICATION AND DEFENSE 29 CLAUSE G3 BONDS 29 SECTION H ‐‐ LEGAL REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX 30 CLAUSE H1 COMPLIANCE WITH LAWS 30 CLAUSE H2 APPLICABLE LAW §5-30 CLAUSE H3 CLAIMS, CLAIM PROCEDURES 30 CLAUSE H4 DISPUTE RESOLUTION 30 CLAUSE H5 WORK TO CONTINUE DURING DISPUTES 31 CLAUSE H6 RIGHTS AND REMEDIES 32 CLAUSE H7 NO WAIVER 32 CLAUSE H8 STATUTE OF LIMITATIONS 32 CLAUSE H9 INVOICES 32 CLAUSE H10 RELEASE/LIENS 32 CLAUSE H11 TAXES 33 CLAUSE H12 ASSIGNMENT 33 CLAUSE H13 PERMITS 33 CLAUSE H14 TERMINATION 33 CLAUSE H10 – EXHIBITS 35 EXHIBIT A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 ‐ CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS PARTIAL RELEASE AND INVOICING 21 PAYMENTS 22 MAINTENANCE CERTIFICATE OF PARTIAL PAYMENT 35 EXHIBIT B ‐ SUBCONTRACTOR’S PARTIAL RELEASE AND SUPPORT CERTIFICATE OF PARTIAL PAYMENT 35 EXHIBIT C ‐ CONTRACTOR’S FINAL RELEASE AND CERTIFICATE OF FINAL PAYMENT 35 EXHIBIT D ‐ SUBCONTRACTOR’S FINAL RELEASE AND CERTIFICATE OF FINAL PAYMENT 36 SECTION I ‐‐ MISCELLANEOUS PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS 37 CLAUSE I1 NOTICES 37 CLAUSE I2 CAPTIONS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 HEADINGS 37 CLAUSE I3 NO THIRD PARTY BENEFICIARIES 37 CLAUSE I4 OWNERSHIP AND USE OF RECYCLED OR REMANUFACTURED DOCUMENTS 37 CLAUSE I5 RETENTION OF DOCUMENTS ON SITE 37 CLAUSE I6 CONTRACTOR’S RECORDS/RIGHT TO AUDIT 38 CLAUSE I7 CONFIDENTIAL INFORMATION 38 CLAUSE I8 EQUAL OPPORTUNITY EMPLOYER 38 CLAUSE I9 ENTIRE CONTRACT 38 SECTION J – TERMS & CONDITIONS FOR FIXED PRICE TYPE CONTRACTS 38 CLAUSE J1 CHANGES 38 CLAUSE J2 PAYMENTS UNDER FIXED‐PRICE CONSTRUCTION CONTRACTS 40 SECTION K – TERMS & CONDITIONS FOR TIME‐AND MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEOT&M) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM TYPE CONTRACTS 42 CLAUSE K1 CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeCLAUSE K2 PAYMENTS UNDER TIME‐AND‐MATERIAL CONTRACTS 43 SECTION A ‐‐ DEFINITIONS CLAUSE A1 DEFINITIONS

TABLE OF CONTENTS. Introduction Page PARTIES 1 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions 1 Acquired Indebtedness 2 Affiliate 2 Affiliation Agreement 2 Annual Operating Cash Flow 2 Asset Sale 2 Authenticating Agent 4 Authorized Newspaper 4 Beneficial Owner 4 Board of Directors 4 Board Resolution 4 Book-Entry Security 4 Business Day 4 Cablevision 4 Capital Stock 5 Capitalized Lease Obligation 5 Carriage Suspension Adjustment 5 Cash Equivalents 5 Cash Flow Ratio 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Change of Control 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Clearstream 7 Lot 3 – Cloud Collateral Documents 7 Commission 7 Common Depositary 7 Common Stock 8 Lot 4 – Implementation Services Company 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Company Request or Company Order 8 Consolidated Secured Leverage Ratio 8 Continuing Directors 8 Conversion Date 8 Conversion Event 8 Corporate Trust Office 9 SUBSEQUENT PERIODIC RECRUITMENT corporation 9 ESTIMATED SPEND AND QUANTITIES covenant defeasance 9 Credit Agreement 9 Credit Facilities 9 Cumulative Cash Flow Credit 9 Cumulative Interest Expense 10 DEFINITIONS Currency 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Debt 11 Default 11 defeasance 11 Deferred Carriage Fee Amortization 11 Depositary 11 Disqualified Stock 11 Distribution Agreement 11 Distribution Transaction 11 Xxxxx Family Interests 12 Xxxxx Family Members 12 Dollar 12 $ 12 Dollar Equivalent of the Currency Xxxx 00 Xxxxxx Xxxxxxxxxx of the Foreign Currency 12 Domestic Subsidiary 12 Election Date 12 Equity Interests 12 Euro 12 Euroclear 12 Event of Default 12 Exchange Act 12 Exchange Date 12 Exchange Rate Agent 12 Exchange Rate Officers’ Certificate 13 Excluded Domestic Subsidiary 13 Existing Indebtedness 13 Extension Notice 13 Extension Period 13 Fair Market Value 13 Foreign Currency 13 Foreign Restricted Subsidiary 13 Foreign Subsidiary 13 GAAP 14 Global Securities 14 Government Obligations 14 Guarantee 14 Guarantors 15 Hedging Obligations 15 Holder 15 IFRS 15 Indebtedness 15 Indenture 15 Indexed Security 16 CONTRACT TERM Insignificant Subsidiary 16 DOWNSTREAM PROHIBITION interest 16 CONTRACTOR’S INSURANCE REQUIREMENTS Interest Payment Date 16 NEW YORK STATE VENDOR RESPONSIBILITY Investment 16 TAX LAW §5-A Investment Grade Rating 17 TOLL FREE NUMBER Lease 17 DESIGNATED PERSONNEL Lien 17 Account Manager mandatory sinking fund payment 17 Billing Contact Market Exchange Rate 17 Maturity 18 Emergency Contact Monetization Indebtedness 18 Contractor Administrator Monetization Transaction 18 E-RATE Xxxxx’x 18 NEW YORK STATE RIGHTS Net Debt 18 New York State reserves the right Net Proceeds 18 Note Guarantee 19 Notice of Default 19 Offer Amount 19 Offer Period 19 Officers’ Certificate 19 Operating Cash Flow 19 Opinion of Counsel 20 Option to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales Elect Repayment 20 Due Optional Reset Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK optional sinking fund payment 20 Service Reports for Authorized User Original Issue Discount Security 20 Service Reports for OGS Original Stated Maturity 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION Outstanding 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS Participants 22 MAINTENANCE AND SUPPORT PROVISIONS Paying Agent 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Permitted Additional Secured Obligations 22 Right to Refuse/Discontinue Maintenance/Support Permitted Affiliate Payments 22 Maintenance/Support Agreement Contract Permitted Business 22 Permitted Debt 22 Permitted Investments 22 Permitted Liens 25 Permitted Refinancing Indebtedness 29 Person 31 Place of Payment 31 Predecessor Security 31 Preferred Stock 31 Programming Network Business 31 Purchase Date 31 Qualified Cash 31 Rating Agency 31 Rating Category 31 Receivables and Related Assets 31 Redemption Date 32 Redemption Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 32 Registered Securities 32 Regular Record Date 32 Repayment Date 32 Replacement Assets 32 Repurchase Offer 32 Reset Notice 32 Responsible Officer 32 Restricted Investment 32 Restricted Payment 32 Restricted Subsidiary 33 RMH GE Entity 34 S&P 34 Securities 34 Securities Act 34 Securitization Subsidiary 34 Senior Indebtedness 35 Significant Subsidiary 35 Special Record Date 35 Stated Maturity 35 Stock Payment 35 Subsequent Interest Period 35 subsidiary 35 Subsidiary 36 Suspended Covenants 36 Transactions 36 Trust Indenture Act 36 Trustee 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON00 Xxxxxx Xxxxxx 00 Xxxxxx Xxxxxx person 36 Unrestricted Subsidiary 36 Valuation Date 36 Vice President 36 Voting Stock 36 Weighted Average Life to Maturity 37 Yield to Maturity 37 Section 102. Other Definitions 37 Section 103. Compliance Certificates and Opinions 37 Section 104. Form of Documents Delivered to Trustee 38 Section 105. Acts of Holders 39 Section 106. Notices, Etc. to Trustee, Company and Guarantors 40 Section 107. Notice to Holders; Waiver 40 Section 108. Conflict of Any Provision of Indenture with Trust Indenture Act 41 Section 109. Effect of Headings and Table of Contents 41 Section 110. Successors and Assigns 41 Section 111. Separability Clause 41 Section 112. Benefits of Indenture 41 Section 113. Governing Law; Waiver of Jury Trial 41 Section 114. Legal Holidays 42 Section 115. No Recourse Against Others 42 Section 116. U.S.A. Patriot Act 42 Section 117. Force Majeure 42 ARTICLE TWO SECURITY FORMS Section 201. Forms Generally 43 Section 202. Form of Trustee’s Certificate of Authentication 43 Section 203. Securities Issuable in Global Form 44 Section 204. Form of Legend for Book-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS Entry Securities 45 ARTICLE THREE THE SECURITIES Section 301. Amount Unlimited; Issuable in Series 45 Section 302. Denominations 48 Section 303. Execution, Authentication, Delivery and Dating 48 Section 304. Book-Entry Securities 50 Section 305. Temporary Securities 51 Section 306. Registration, Registration of Transfer and Exchange 54 Section 307. Mutilated, Destroyed, Lost and Stolen Securities 56 Section 308. Payment of Interest; Interest Rights Preserved; Optional Interest Reset 57 Section 309. Optional Extension of Stated Maturity 59 Section 310. Persons Deemed Owners 60 Section 311. Cancellation 60 Section 312. Computation of Interest 61 Section 313. Currency and Manner of Payments in Respect of Securities 61 Section 314. Appointment and Resignation of Successor Exchange Rate Agent 64 Section 315. ISIN and CUSIP Numbers 65 Section 316. No Securities in Bearer Form 65 ARTICLE FOUR SATISFACTION AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach DISCHARGE Section 401. Satisfaction and Discharge of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer Indenture 65 Section 402. Application of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeTrust Money 66 ARTICLE FIVE

TABLE OF CONTENTS. Introduction Philosophy 1 Mission 1 Certification 1 Hours of Operation 1 Drop Off and Pick Up 2 School Holidays 2 Admission & Enrollment 3 Inclusion 3 Non-Discrimination 4 Family Involvement 4 Student Information and Confidentiality 5 Staff Qualifications 5 Child to Staff Ratios 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Communication & Family Partnership 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Open-Door Policy 7 Lot 3 – Cloud Publicity 7 Curricula & Learning 7 Learning Environment 7 Curricula & Assessment 8 Lot 4 – Implementation Services Developmental Screening 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Transitions 8 Transition from home to school 8 Transition between learning programs 8 Transition to elementary school 9 SUBSEQUENT PERIODIC RECRUITMENT Electronic Media 9 ESTIMATED SPEND AND QUANTITIES Diversity 9 Celebrations 9 Special Events and “In-House” Fieldtrips 9 Empower Program Policy 9 Outside Policy 9 Sun Safety Policy 10 DEFINITIONS Nap/Rest Time 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Smoke-Free Campus 10 Breastfeeding Campus 10 Toilet Training 10 Community Programs & Resources 11 Guidance 11 General Procedure 11 Kindness Programs and Bully Prevention 12 Notification of Behavioral Issues to Families 12 Expulsion Policy 12 Tuition and Fees 14 Important Notice 14 Tuition Rates 14 Tuition Deposit to Register 15 Payment 15 Methods of Payment 15 Late Payment Charges 15 Returned Checks/Rejected Transaction Charges 16 CONTRACT TERM Late Pick-up Fees 16 DOWNSTREAM PROHIBITION Other Fees 16 CONTRACTOR’S INSURANCE REQUIREMENTS Credits & No Credits 16 NEW YORK STATE VENDOR RESPONSIBILITY Attendance & Withdrawal 16 TAX LAW §5Absence 16 Vacation 16 Withdrawal 17 Transfer of Records 17 Closing Due to Extreme Weather 17 Drop-A off and Pick-up 17 TOLL FREE NUMBER General Procedure 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact Signing Your Child In and Out 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to Cell Phone Usage 18 Authorized User Reserved Rights & Unauthorized Pick-up 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support Refuse Child Release 19 Personal Belongings 19 What to Bring 19 Cubbies 19 Lost & Found 19 Toys from Home 19 Nutrition 20 Foods Brought from Home 20 Foods Brought from Home for Celebrations 21 Food Prepared for or at the Center 21 Food Allergies 21 Meal Time 21 Health 21 Immunizations 21 Physicals 21 Illness 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support Allergy Prevention 23 Maintenance/Support Responsibility Medications 23 Maintenance/Support Service Sheets Communicable Diseases 23 Remote AdministrationSafety 24 Clothing 24 Communal Water-Play 24 Injuries 24 Biting 24 Respectful Behavior 25 Prohibited Substances 25 Dangerous Weapons 25 Child Custody 25 Suspected Child Abuse 25 Emergencies 26 Lost or Missing Child 26 Fire Safety 26 Emergency Transportation 26 School Policies 26 About Us Philosophy‌ At Climbing Tree Community School, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVELan Early Learning Center, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATAwe view children as feeling, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIPthinking, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudcreative, and Implementation servicesgrowing individuals. The procurements shall be competitive at Our child-centered programs prioritize understanding the transactional level via Request for Quotations (RFQ) whole child. Each child’s culture, strengths, challenges, interests, dreams, and will allow fears inform program design, instructional methods, and individual goals through an Authorized User the ability emergent curriculum. We honor each child’s curiosity and capacity to procure within any drive their learning. Children are encouraged to become problem-solving, sensitive, contributing, and responsible members of the Lots“school community” as initial preparation for adulthood in a complex society. Mission‌ Climbing Tree Community School, or across Lotsan Early Learning Center provides a supportive community in which young children expand their learning and development. Contract ScopeOur curriculum is child-centered and focuses on play as a dynamic form of learning that involves a wide range of intellectual, social, emotional, and physical capabilities.

TABLE OF CONTENTS. Introduction Contents Pg. # INSTRUCTIONS TO BIDDERS (ITB) 5 Source of Funds 5 Eligible Bidders 5 Eligible Goods and Services 5 Cost of Bidding 5 The Bidding Procedure 5 Content of the Bidding Documents 6 OVERVIEW Clarification of Bidding Documents 6 Amendment of Bidding Documents 7 PREPARATION OF BIDS 7 Language of Bid 7 Documents Comprising of Bid 7 Bid Form and Price Schedule 7 Bid Prices 7 Bid Currencies 8 Documents Establishing bidder's Eligibility and Qualification 8 Bid Security 8 Bid Validity 8 Format and Signing of Bid 9 SUBMISSION OF BID 9 Sealing and Marking of Bid 9 Deadline for Submission of Bid 10 Late Bid 10 Withdrawal of Bid 10 OPENING AND PURPOSE EVALUATION OF THIS BID 10 Opening of Bid 10 Clarification of Bids 11 Preliminary Examination 11 Evaluation & Comparison of Bids 11 Evaluation Criteria 12-14 Performance Guarantee 15 Signing of Contract 15 Contacting the Procuring Agency 15 Qualification and Disqualification of Bidders 15 Rejection of Bids 16 Re-Bidding 16 Announcement of Evaluation Report 16 AWARD OF CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM Acceptance of Bid and Award Criteria 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the Procuring agency’s right to vary quantities at time of award 16 Limitations on Negotiations 16 Notification of Award 17 Termination of the Contract 17 Corrupt and Fraudulent Practices 17 GENERAL CONDITONS OF CONTRACT 18 Authorized User Reserved Rights Definitions 18 LIVING WAGE Application 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability Standards 18 Use of Contract Terms Documents and Information 19 Labeling and Packing of the Medicines 19 Delivery of Documents 19 Payment, Prices, Contract Amendments, Penalties/liquidated Damages 19 Governing Languages 20 Applicable Law & Schedule of Requirements 20 Price Schedule 21 Condition for Responding to TENDER FORM (FORMAT) 22 PERFORMANCE GUARANTEE (FORMAT) 23 AFFIDAVIT (FORMAT) 24 PUNJAB HEALTH FACILITIES MANAGEMENT COMPANY PRIMARY & SECONDARY HEALTHCARE DEPARTMENT GOVERNMENT OF THE PUNJAB INVITATION FOR BIDS FRAMEWORK CONTRACT FOR THE PROCUREMENT OF MEDICINES/SURGICAL DISPOSABLES DAY TO DAY BASIS LOCAL PURCHASE (FY 2018-19 & 2019-20) FOR GOVERNMENT GYNAE HOSPITAL, UC37 NEW XXXXX, LAHORE [ Sealed bids are invited from well reputed & registered firms/Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenancedistributors/Support Agreement Provisions 22 MaintenancePharmacies/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance Medical stores and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT experienced suppliers registered with Sales Tax (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQFiler) and will allow an Authorized User Income Tax (Filer) departments and involved in the ability business of medicine, for the Framework Contract for the procurement of Medicines / Surgical Disposables (Day to procure within any of the LotsDay Basis Local Purchase) FOR Government Gynae Hospital, or across Lots. Contract ScopeUC37 New Xxxxx, Lahore for FY 2018-19 & 2019-20 under Punjab Procurement Rules 2014.

TABLE OF CONTENTS. CHAPTER 1: INTRODUCTION 1 Problem Statement 1 Purpose Statement 8 Aim 9 Significance 9 Theoretical Framework 10 CHAPTER 2: LITERATURE REVIEW 15 Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 15 Cash-Based Transfers and Household Food Insecurity 15 Cash-based Transfers and Women’s Empowerment 20 Women’s Empowerment and Dietary Diversity 23 CBT interventions as a Social Protection Program 25 Gaps in the Literature 26 CHAPTER 3: MANUSCRIPT 29 ABSTRACT 31 KEY WORDS 31 INTRODUCTION 32 Theoretical Framework 39 METHODS 43 Study Design Overview 43 Data Collection 43 Study Site 43 Recruitment of Study Participants 44 Focus Group Discussions Methodology and Piloting 45 Ethics and Informed Consent 48 Transcriptions 48 Data Analysis 49 RESULTS 50 Social protection program resources 52 Economic 52 Social 54 Human 56 Food agency elements 57 Intrinsic Agency 57 Instrumental Agency 59 Collective Agency 62 DISCUSSION 63 Resources as a pathway to food agency 64 Food agency as a driver for food security 66 Limitations 69 Implications for further research and policy 70 Conclusion 70 Acknowledgements 71 CHAPTER 5: DISCUSSION 72 Resources as a pathway to food agency 72 Food agency as a driver for food security 74 Limitations 77 Public Health Implications 78 Recommendations 79 CONCLUSION 79 REFERENCES 80 APPENDIX 1 – Software 6 Lot 87 APPENDIX 2 – Hardware 7 Lot 90 Semi-structured Focus Group Discussion (in Spanish) 90 APPENDIX 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §596 Participant Consent Form (in Spanish) 96 Acronym List CBT Cash-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 Ebased transfers CCT Conditional cash-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance based DD Dietary diversity FAO Food and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Agriculture Organization FGs Focus Groups FGDs Focus Group Discussions FIS Food Insecurity FS Food Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 GFE Global Field Experience HDDS Household dietary diversity score IDP Internally Displaced People IRB Institutional Review Board PSNP Ethiopian Productive Safety Net Program RA Research Assistant SDG Sustainable Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeGoal WFP World Food Programme

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot COVER SHEET 1 – Software 6 Lot PROPOSAL SHEET 2 – Hardware 7 Lot 3 – Cloud 8 Lot INSTRUCTIONS TO BIDDER 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §PROJECT SPECIAL PROVISIONS GENERAL 5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 9 SCOPE 5 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 CONSTRUCTION CONFERENCE 5 CONTRACT TIME AND LIQUIDATED DAMAGES 5 CONTRACT PERIOD 5 CPI (PRICE ADJUSTMENTS) 6 INTERMEDIATE CONTRACT TIME NUMBER 1 AND LIQUIDATED DAMAGES 6-7 NO MAJOR CONTRACT ITEMS 8 NO SPECIALTY ITEMS 8 COOPERATION BETWEEN CONTRACTORS 8 OUTSOURCING OUTSIDE THE USA 8 GIFTS FROM VENDORS AND CONTRACTORS 9 EMPLOYMENT 9 STATE HIGHWAY ADMINISTRATOR TITLE CHANGE 9 PROJECT SPECIAL PROVISIONS ROADWAY 10-13 MOBILIZATION 10 EMERGENCY CALL BACK MOBILIZATION 10 CLEAR WOODED VEGETATION 10 REMOVAL AND DISPOSAL 10 DAMAGE TO NCDOT FACILITIES 11 EQUIPMENT AND LABOR 11 SUPERVISION BY CONTRACTOR 11 WORK ZONE TRAFFIC CONTROL GENERAL REQUIREMENTS 12-13 TEMPORARY TRAFFIC CONTROL 12 QUALIFIED TRAFFIC CONTROL SUPERVISION 13 PROPERLY EQUIPED AND QUALIFIED FLAGGER 13 MEASUREMENT AND PAYMENT 13 STANDARD SPECIAL PROVISIONS 14-21 AVAILABILITY OF FUNDS-TERMINATION OF CONTRACTS 14 ERRATA 15-16 PLANT AND PEST QUARANTINES 17 MINIMUM WAGES 18 ON THE JOB TRAINING 19-21 DIVISION CONTRACT BID FORM AND RELATED SIGNATURE SHEETS 22-30 DIVISION CONTRACT BID FORM 22 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS COLLUSION AFFIDAVIT, DEBARMENT CERTIFICATION AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADEGIFT BAN CERTIFICATION 23-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scope30

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot A. GENERAL 16 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT BID 16 2 SOURCE OF FUNDS 16 3 Corrupt practices 16 4 ELIGIBLE BIDDERS 17 5 QUALIFICATION OF THE BIDDER 17 6 One bid per bidder 17 7 Cost of Bidding 18 8 Site Visit 18 B. BIDDING DOCUMENTS 19 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND Contents of Bidding Documents 19 10 Clarification of Bidding Documents 19 11 Amendment of Bidding Documents 20 C. PREPARATION OF BIDS 20 12 Language of Bid 20 13 Documents Comprising the Bid 20 14 Bid Prices 21 15 CURRENCIES OF BID AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS PAYMENT 21 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A Bid Validity 21 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact Bid Security 21 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS No Alternative Offers 22 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM BID MEETING (WHere applicable) 22 20 Format and Signing of Bids 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS D. SUBMISSION OF BIDS 23 21 Sealing and Marking of Bids 23 22 DEADLINE FOR SUBMISSION OF BIDS 24 23 LATE BIDS 24 24 Modification, SUBSTITUTION and Withdrawal of Bids 24 E. BID OPENING AND EXTENSION OF USE EVALUATION 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 25 Bid Opening 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 26 Process to be confidential 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach clarification of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any bidsand contacting of the Lots, or across Lots. employer 25 28 Examination of bidsand determination of responsiveness 26 29 correction of errors 26 30 EVALUATION AND COMPARISON OF BIDS 27 F. FINANCIAL EVALUATION 29 32 Comparison of major rates of items of construction & credibility of tenderers rates 29 33 Preference For Domestic Bidders 29 G. AWARD OF CONTRACT 29 34 Award 29 36 Notification Of Award 30 38 Signing Of Agreement 30 39 Contract ScopeEffectiveness 30

TABLE OF CONTENTS. License/Copyright������������������������������������������������������������������������������������������������������������������ i Declaration of Conformity �����������������������������������������������������������������������������������������������������vi Specifications ���������������������������������������������������������������������������������������������������������������������viii Cautions/Warnings ��������������������������������������������������������������������������������������������������������������� x Introduction ����� ������������������������������������������������������������������������������������������������������������������� 1 iStan �������������������������������������������������������������������������������������������������������������������������������������� 1 Weight Distribution 2 Skin 2 Skeletal Structure 2 Wireless 2 Contained in this User Guide ���������������������������������������������������������������������������������������������������� 3 Equipment Overview ��������������������������������������������������������������������������������������������������������������� 4 Standard Components Inventory 4 Optional Components Inventory 5 iStan Standard Equipment ������������������������������������������������������������������������������������������������������� 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Full-Body Wireless Simulator 6 Contract Scope Laptop Instructor Workstation 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware CO2 Canisters 7 Lot 3 – Cloud Inventory Kit 7 Wireless Microphone 8 Lot 4 – Implementation Services Wireless Voice Link 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Trauma Fill Tanks 8 Optional Equipment for iStan��������������������������������������������������������������������������������������������������� 9 SUBSEQUENT PERIODIC RECRUITMENT Tablet Instructor Workstation 9 ESTIMATED SPEND AND QUANTITIES Trauma Disaster Casualty Kit (TDCK) 9 Moulage Kit 10 DEFINITIONS iStan Replacement Lithium Battery Pack 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Tool Kit 10 External Compressed Air Kit 11 Air Compressor 11 Hands-Free Training Cables 12 iStan Educational Development 13 iStan Learning Applications 14 The Program for Nursing Curriculum Integration for iStan 14 iStan Setup �������������������������������������������������������������������������������������������������������������������������15 Before Beginning Setup��������������������������������������������������������������������������������������������������������� 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §Step 1: Place iStan in the Work Area���������������������������������������������������������������������������������������� 17 Step 2: Open the Secretions Valve ������������������������������������������������������������������������������������������� 18 Step 3: Ensure the Cervical Clip is Detached ����������������������������������������������������������������������������� 18 Step 4: Power on iStan ����������������������������������������������������������������������������������������������������������� 19 Step 5: Power on the Instructor Workstation ��������������������������������������������������������������������������� 20 Step 6: Connect to the Wireless Network - Laptop Instructor Workstation (Macintosh) Option ����������� 20 Step 6: Connect to the Wireless Network - Tablet Instructor Workstation (Windows) Option ������� 21 Optional: Connect the SpO2 Probe ������������������������������������������������������������������������������������������� 22 Connect a TouchPro™ Computer to the Wireless Network (Optional)������������������������������������������� 23 System Requirements������������������������������������������������������������������������������������������������������������ 24 Optional: Insert the CO2 Canister ��������������������������������������������������������������������������������������������� 25 Optional: Prepare the Secretion System ���������������������������������������������������������������������������������� 27 Using the Trauma Fill Tank 27 Assembling the Trauma Fill Tank 28 Operating the Trauma Fill Tank 28 Using Müse��������������������������������������������������������������������������������������������������������������������������31 Starting the Application �������������������������������������������������������������������������������������������������������� 31 Navigating the Home Page ���������������������������������������������������������������������������������������������������� 34 The SCE Selection Panel 35 The SCE Library 37 The SCE Summary Panel 39 Printing SCEs 40 Running an SCE ��������������������������������������������������������������������������������������������������������������������� 41 Connecting to the Simulator 41 Using the Patient Status Display 42 The Event Logs 44 Displaying Patient Records 44 Adding a Scenario to a Running SCE 47 Changing Physiology 48 SCE Time Controls 63 Using the Event Recorder to Save States 65 Creating a New Patient 67 Resetting a Patient 68 The Medication Monitor 69 Returning to the Home Page 71 Stopping the SCE 72 Developing SCEs �������������������������������������������������������������������������������������������������������������������� 73 Creating a New SCE 74 The SCE Editor 75 Editing a Patient’s Profile 76 Developing Scenarios������������������������������������������������������������������������������������������������������������� 84 Creating a New Scenario 84 Editing a Scenario 86 The Scenario Designer 87 Adding Scenario States 90 Modifying Scenario States 91 Deleting Scenario States 97 Deleting Parameters and Transitions 98 Saving the Scenario 99 Saving States to the State Library 100 Emptying the Trash 102 Administrative Tools �������������������������������������������������������������������������������������������������������������104 History 104 System Administration 105 Account Profile 124 Using TouchPro ������������������������������������������������������������������������������������������������������������������129 Accessing the TouchPro Software�������������������������������������������������������������������������������������������129 Modifying the TouchPro Display ��������������������������������������������������������������������������������������������131 Selecting a Preconfigured Layout 131 Changing a Waveform or Numeric Display 133 Adding a Waveform 134 Adding a Numeric Display 136 Moving a Waveform or Numeric Display 137 Saving a Layout 138 Sounds������������������������������������������������������������������������������������������������������������������������������139 12-Lead ECG�����������������������������������������������������������������������������������������������������������������������140 NIBP Cycling and Manual NIBP��������������������������������������������������������������������������������������������142 Patients ����������������������������������������������������������������������������������������������������������������������������144 Configuring the TouchPro Software�������������������������������������������������������������������������������������145 Changing the TouchPro Language���������������������������������������������������������������������������������������146 Exiting the TouchPro Software��������������������������������������������������������������������������������������������146 Using iStan������������������������������������������������������������������������������������������������������������������������147 Parameters ��������������������������������������������������������������������������������������������������������������������������148 Neurological Features�����������������������������������������������������������������������������������������������������������151 Eyes 152 Respiratory Features ������������������������������������������������������������������������������������������������������������154 Realistic Upper Airway 158 Articulated Mandible 159 SpO2 Probe 159 Cricothyrotomy 159 Teeth with Breakaway Incisors 160 Chest Tube 164 Needle Decompression 163 Cardiovascular����������������������������������������������������������������������������������������������������������������������164 Pulses 166 3-Lead or 5-Lead ECG 168 Manual Blood Pressure 169 Korotkoff Sounds (5 phases) 170 Defibrillation 170 Cardiac Pacing 172 Fluids ����������������������������������������������������������������������������������������������������������������������������������173 Bleeding 174 Genitourinary System 178 Pharmacology System 179 Sounds ��������������������������������������������������������������������������������������������������������������������������������182 Speech 182 Throat Sounds 187 Breath Sounds 188 Heart Sounds 189 Bowel Sounds 190 iStan Care and Maintenance �����������������������������������������������������������������������������������������������191 iStan Warranty Programs������������������������������������������������������������������������������������������������������191 General Information 191 Units Out of Agreement 191 How to Contact Customer Service ������������������������������������������������������������������������������������������192 Contract Period 193 Limitations of Agreement 193 Return Materials Authorization 193 System Software Upgrade Support ����������������������������������������������������������������������������������������194 Pricing Structure ������������������������������������������������������������������������������������������������������������������194 Time and Materials 194 Breakdown ��������������������������������������������������������������������������������������������������������������������������195 Step 1: Shut Down the Software 195 Step 2: Power Off the Simulator 195 Step 3: Clean the Simulator and the Fluid System 195 Maintenance Advice �������������������������������������������������������������������������������������������������������������196 General Simulator Care 196 Storage 196 Care of Electronic Equipment 196 Airway Inspection 197 Recharging the Battery 197 Replacing the Battery 198 Reducing Cervical Motion 199 Draining Condensation from the Simulator 200 Connecting the Air Hose 201 Cleaning the Simulator and the Fluid System �������������������������������������������������������������������������202 Cleaning and Flushing After Use of Hemorrhage 202 Cleaning and Flushing After Blood Secretions 203 Draining the On-Board Clear Fluid System 204 Flushing the Fluid System for Storage 205 Flushing the IV System����������������������������������������������������������������������������������������������������������206 Flushing the IO System ���������������������������������������������������������������������������������������������������������207 Cleaning the Trauma Fill Tank and the Umbilical���������������������������������������������������������������������208 Cleaning the In-Line Filter 209 Troubleshooting the Trauma Fill Tank 210 Handling CO2 Canisters����������������������������������������������������������������������������������������������������������211 Removing CO2 Canisters from the Regulator 211 Important Canister Information 212 Related CAUTIONS/WARNINGS 212 Recommended Clinical Supply Sizes ������������������������������������������������������������������������������������213 Condition Guidelines for Programming iStan with Müse® �����������������������������������������������������215 Appendix A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves - Müse Parameters Descriptions ������������������������������������������������������������������������ A-1 Appendix B - Wireless Voice Link ����������������������������������������������������������������������������������������� B-1 Appendix C - Defibrilation Calibration Utility ������������������������������������������������������������������������C-1 Introduction‌‌ As the right worldwide leader in patient simulation technology and education, CAE Healthcare is excited to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCEintroduce iStan. With CAE Healthcare’s proprietary human physiology model at its core, iStan is designed to answer the need for a product that delivers more realism, more clinical features and more flexibility than other simulators. Simply put, iStan is like no other simulator before it. iStan iStan allows for the physical assessment of various clinical signs (e.g. heart/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions breath/bowel sounds, palpable pulses, chest excursion, airway patency, etc.) that are dynamically modeled using mathematical algorithms of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance human physiology and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation servicespharmacology. The procurements shall simulator can be competitive at placed on standard operating room tables, an ICU bed, on the transactional ground or even in a vehicle (in the case of a simulated accident). iStan can also be seated in an upright position. In addition, iStan has assessment, airway, cardiovascular, genitourinary, ACLS and trauma features that are familiar to CAE Healthcare customers plus many new specially designed features such as cyanosis and capillary refill, trismus, jugular vein distension, SpO2 finger probe, fluids on board, bilateral autoinjection, intraosseous sites, flail chest and programmable speech. Wireless and tetherless, iStan takes simulation education to a new and exciting level via Request for Quotations of realism. Weight Distribution‌‌‌‌ iStan is uniquely designed to emulate human weight distribution. This means that when iStan is lifted, certain components (RFQe.g., head) respond in similar fashion to the way human muscles react to support themselves when lifted. This design allows learners to gain an understanding of how to lift and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scopemove a real person.

TABLE OF CONTENTS. Introduction Table of Contents May 2024 Back To Top 1 Claims Practices and Estimating Guidelines DocuSign Envelope ID: 04A95C8A-F96A-4D0E-9BC9-C7DF43218F94 Table of Contents CITIZENS' MISSION, VISION, AND VALUES 5 PURPOSE & SCOPE 5 SERVICE TO OUR POLICYHOLDERS 6 OVERVIEW AND PURPOSE OF THIS CONTRACT CUSTOMER SERVICE 6 Contract Scope Initial Contact 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Inspection Scheduling 7 Lot 3 – Cloud Follow-Up Contact 7 Written Communication 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Fulfilling Policyholder Requests 9 SUBSEQUENT PERIODIC RECRUITMENT Proof of Loss 9 ESTIMATED SPEND AND QUANTITIES INVESTIGATION 10 DEFINITIONS Review Loss Details/Action Plan 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Review Loss History 10 Onsite Inspection 10 Recorded Interview 11 Sensitive Claim Handling 12 Internal Resources/Communication 12 • Special Investigations Unit (SIU) 13 • Subrogation 13 • Salvage 14 • Claims Legal Services, Appraisal and Mediation 14 • Underwriting Department (UW) 14 • Burglary, Lightning & Theft (BLT) Unit 15 • Loss Assessment Team 15 • Late First Notice of Loss (FNOL) Team 15 • Sinkhole Management Team 15 • Network Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Water Removal Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s(EWRS) Participation 21 Designation of Reseller(s& Managed Repair Program (MRP) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General 15 • Emergency Water Removal Services (OGS)EWRS) 16 • Managed Repair Program (MRP) 16 • Drone Services 16 • Assignment of Benefits (AOB) 16 • Liability (3rd Party Claims) 16 • Pre-Suit Dispute/Notice of Intent (NOI) 16 External Resources 17 RESERVES 17 Initial Indemnity Reserves 17 Subsequent Indemnity Reserves 18 Expense (LAE) Reserves 18 COVERAGE 18 Coverage Analysis/Review 18 SCOPE 18 Photographs 18 Diagrams 18 Personal Property Damages 19 Loss of Use (ALE/FRV) 19 TECHNICAL ESTIMATE 20 Insured’s Submitted Estimates and Bids 20 Estimate Line-Items 20 • Price List 21 DocuSign Envelope ID: 04A95C8A-F96A-4D0E-9BC9-C7DF43218F94 • Repair versus Replace 21 • Labor Hours 21 • Supervisory Labor Hours 21 • Contents Manipulation 21 • Daily and Post-construction Cleaning 21 • Matching/Uniformity 21 • Nailable Surfaces 22 • Remediation (Water) 22 • Remediation (“Fungi,” Wet or Dry Rot, New York State Procurement is responsible for developing Yeast or Bacteria) 22 • Remediation (Asbestos and/or Lead Paint) 22 • Drywall 22 • Paint 23 • Wall and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology Ceiling Texture 23 • Plaster 23 • Wallpaper 23 • Flooring (ITRoll Carpet and Sheet Vinyl) procurement which will enable an Authorized User 23 • Flooring (Wood) 24 • Tile, Marble, Stone 24 • ITEL Utilization 24 • Roofing 24 • Fencing 27 • Tree & Tree Debris Removal 27 • Debris Removal 27 Estimate Components 27 • Overhead and Profit 27 • Labor Minimums 27 • Sales Tax 28 • Depreciation 28 • Ordinance or Law 28 • Permits and Fees 28 • Paid When Incurred (PWI) 29 • Sub-bids 29 NEGOTIATION AND SETTLEMENT 29 Settlement and Payment 29 Discussion with Insured 30 Negotiated Settlement Agreement 31 Release of Recoverable Depreciation 31 EWRS & MRP Payment Processing 31 Expense / Vendor Payments 31 FILE MANAGEMENT 32 Documenting the Claim File 32 • Activity Note Quality 32 • Timeliness of Activity Notes 33 • Documents 33 • XactAnalysis 34 • Activities 35 • Vendor Services 35 • Adjuster-initiated Management Interaction 35 • Management Oversight 35 DocuSign Envelope ID: 04A95C8A-F96A-4D0E-9BC9-C7DF43218F94 • Statutory Compliance 35 • Closing the Claim 36 • Claim Invalidation 37 • Citizens’ Privacy Policy 37 DocuSign Envelope ID: 04A95C8A-F96A-4D0E-9BC9-C7DF43218F94 CITIZENS' MISSION, VISION, AND VALUES Our Mission To provide efficient property insurance protection in Florida to procure from specific Lots for Softwarethose who are, Hardwarein good faith, Cloudentitled to obtain coverage through the private market but are unable to do so, and Implementation services. The procurements shall be competitive at while also providing levels of customer service that are comparable to the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any standards of the Lotsprivate market. Our Vision As a governmental entity fulfilling a public purpose, or across LotsCitizens aspires to provide insurance products and services that meet the needs of Florida property owners who are, in good faith, entitled to obtain coverage through the private market but are unable to do so. Contract ScopeWe strive to reduce the financial burden on all Floridians by being good stewards of the premium funds entrusted to us. In all that we do, we will conduct ourselves with the highest level of ethical behavior. Our Values In accomplishing our mission, we embrace the following values:

TABLE OF CONTENTS. Introduction School Sketch and Affiliation 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Mission Statement 6 Contract Scope Philosophy of Education at All Saints Catholic School 6 LOT OVERVIEW Goals and Objectives 6 Lot 1 – Software 6 Lot 2 – Hardware Teamwork in the School Community 7 Lot 3 – Cloud Administration 7 Administration/Faculty 7 Parents 7 School Advisory Council 8 Lot 4 – Implementation Services Home and School Association 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Handbook Agreement Form 9 SUBSEQUENT PERIODIC RECRUITMENT Diocese of Tulsa Policy Guidelines 9 ESTIMATED SPEND AND QUANTITIES Grievance Procedures 9 Religious Education 9 Diocese of Tulsa Guidelines 9 Admissions 10 DEFINITIONS Diocese of Tulsa Catholic School Policy 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Admission Documents 10 Admission Requirements 11 Annual Re-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 Registration Procedure 11 Arrival/Dismissal Policies 12 Extended Day Program 12 Extended Day Program Fees 12 Athletic Program and Policies 13 Attendance 13 Personal Absences 13 Tardiness 14 Perfect Attendance 14 Blogs 14 Classroom Learning Environment 14 Visitors 14 Classroom Parties 14 Birthday Parties 15 Field Trips 15 Communications 15 Push Page 15 E-RATE mail 15 Telephone Calls 16 Cell Phones 16 Issues/Concerns 16 Parent Alert 17 Confidentiality 17 Courtesy 17 Custody 17 Daily Schedule 17 Discipline 18 NEW YORK STATE RIGHTS Minor Infractions 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS Major Infractions 19 SHORT TERM EXTENSION Amended Oklahoma Statute Title 70 Section 24-100.2.4—“School Bullying Prevention Act” 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales Cyber Bullying 20 Due Date Evaluation/Report Cards/Progress Reports 20 SERVICE REPORTS FOR MAINTENANCEReport Cards/SUPPORT AND WARRANTY WORK Progress Reports 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION Family/Teacher Conferences 21 Conditions of Reseller(s) Participation Facebook 21 Designation of Reseller(s) Family Volunteers 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Financial Policies and Procedures 21 Mission Statement and Financial Policies 21 Financial Policy 22 Lunch Room Duty Requirement 22 Gifts 22 Gum… 22 Health/First Aid/Medication 22 Health Program 22 Authorized Administration and Documentation 22 Prescription Medication 23 Non-Prescription Medication 23 Inhaled Medications 23 First Aid 24 Communicable Diseases 25 Homework 25 Learning Differences 26 Lunch Program 26 New Students 27 Notifications 27 Asbestos Plan… 27 Meningococcal Meningitis 27 Lead Pain 27 Radon… 27 Playground 28 Probation 28 Promotion/Retention 28 Personal Property 29 Religious Formation 29 Reporting of Suspected Child Abuse/Neglect 30 Safety/Release of Students 30 School Pictures 30 Search and Seizures 30 Smart Watches 31 Social Media 31 Substance (Drugs and Alcohol) Policy 31 Technology/Internet Usage 31 Textbooks/Library Books/Backpacks/Lockers 32 Transfers 32 Uniform Dress Code 33-36 Security Incidents General Uniform Code for All Students 35 Pants/Shirts 35 Shoes/Socks/Outerwear 35 PE Uniform/Free Dress Days 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS Weapons 36 Weather Closings 36 Yearbook 37 DATA OWNERSHIPA Catholic School Parent’s Covenant 37 Handbook Agreement Form 38 Appendix 2019-20 Tuition Rates and Financial Policy 39 Academic Eligibility… 42 Report and Stop Bullying 43 School Sketch and Affiliation Established in 1954 as St. Anne’s School, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADESAll Saints Catholic School is located in Broken Arrow, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, CloudOklahoma, and Implementation servicesoperates under the auspices of the Catholic Diocese of Tulsa. The procurements shall be competitive at school complies with the transactional level via Request for Quotations (RFQ) policies and will allow an Authorized User the ability to procure within any guidelines of the LotsDiocese of Tulsa Catholic Schools. Additionally, or across Lotsthe school operates in compliance with Oklahoma State Department of Education requirements for State Department of Education accreditation as they pertain to non-public schools. Contract ScopeFurther, the school was accredited by the Oklahoma Conference of Catholic Schools Accrediting Association (OCCSAA) in June, 2013.

TABLE OF CONTENTS. Preface xvii Audience and Prerequisites xvii Which Chapters to Read xviii Typography xviii Chapter 1 Introduction to cXML 17 cXML, an XML Implementation 17 cXML Capabilities 18 Catalogs 18 PunchOut 19 Purchase Orders 21 Types of Applications that Use cXML 22 Procurement Applications 22 Commerce Network Hubs 22 PunchOut Catalogs 23 Order-Receiving Systems 23 Content Delivery Strategy 23 cXML DTDs 24 Getting cXML DTDs 25 Caching DTDs 25 Profile Transaction 26 ProfileRequest 26 ProfileResponse 26 Service Status Response 26 XML Utilities 27 Chapter 2 cXML Basics 29 Protocol Specification 29 Request-Response Model 29 cXML Conventions 31 cXML Document 31 Wrapping Layers 32 Attachments 33 cXML Envelope 38 Special Characters 41 Header 43 Request 47 Response 48 One-Way (Asynchronous) Model 52 Message 53 Transport Options 53 Service Status Response 57 Basic Elements 58 Type Entities 58 Base Elements 59 Chapter 3 Profile Transaction 61 Introduction to the Profile Transaction 61 ProfileRequest 62 ProfileResponse 63 Option Element 64 Transaction 67 Scenarios 67 From Buyer to Supplier 67 From Buyer to the Network 68 From a Network Hub to Supplier 70 From a Network Hub to Service Provider 71 From a Network Hub to Buyer 72 From Service Provider to Buyer 72 Chapter 4 PunchOut Transaction 73 PunchOut Requirements 73 Buying Organizations 73 Suppliers 75 PunchOut Event Sequence 77 Steps 1 & 2: PunchOut Request 77 Step 3: Product Selection 79 Step 4: Check Out 79 Step 5: Transmittal of Purchase Order 81 PunchOut Documents 82 PunchOut Index Catalog 82 PunchOutSetupRequest 84 PunchOutSetupResponse 88 PunchOutOrderMessage 89 Modifications to the Supplier’s Web Pages 91 Launch Page 91 Start Page 95 Order Receiver Page 99 PunchOut Website Suggestions 99 Implementation Guidelines 99 Buyer and Supplier Cookies 100 Personalization 100 PunchOut Transaction 101 Sourcing 102 PunchOutSetupRequest 102 PunchOutSetupResponse 107 PunchOutOrderMessage 108 Direct PunchOut 115 Authentication Methods 115 ProfileResponse 115 Chapter 5 Purchase Orders 117 Purchase Order Process 117 OrderRequest Documents 118 OrderRequestHeader Element 123 ItemOut 141 Response to an OrderRequest 179 Accepting Order Attachments 179 Chapter 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Path Routing 181 Overview of Path Routing 181 Nodes 182 Path Element 183 Router Nodes 183 Copy Nodes 184 Adding Nodes to PunchOutOrderMessage 184 Path Element 185 Credentials 185 Creating OrderRequests 186 Path Element 186 Credentials 186 Other Routable Documents 188 PunchOutSetupRequest 188 ConfirmationRequest and ShipNoticeRequest 188 CopyRequest 189 Chapter 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations 191 Overview of Request for Quotations 191 Quote DTD 191 Request for Quotations Document Sequence 192 Request for Quotations 192 QuoteRequestHeader 192 QuoteItemOut 196 quoteMessage 197 QuoteMessageHeader 197 QuoteItemIn 200 Chapter 8 Payment 201 Overview of Payment 201 PaymentRemittance DTD 202 Payment Document Sequence 202 PaymentProposalRequest 202 PayableInfo 203 PaymentMethod 205 PaymentPartner 206 Contact 210 GrossAmount 210 DiscountAmount 210 AdjustAmount 210 NetAmount 210 Comments 210 PaymentRemittanceRequest 211 PaymentRemittanceRequestHeader 212 PaymentRemittanceSummary 214 RemittanceDetail 215 PaymentRemittanceStatusUpdateRequest 217 DocumentReference 217 PaymentRemittanceStatus 218 Example Payment Documents 219 PaymentProposalRequest Example 219 PaymentRemittanceRequest Example 221 PaymentRemittanceStatusUpdateRequest Example 223 Chapter 9 TimeCard Transaction 225 TimeCard Requests 225 Supplier to Buyer Request 226 Buyer to Supplier Request 226 TimeCard Element 226 OrderInfo 227 Contractor 227 ReportedTime 227 SubmitterInfo 230 ApprovalInfo 230 DocumentReference 230 TimeCard Examples 231 Chapter 10 Master Agreements 235 Overview of Master Agreements 235 MasterAgreementRequest 235 MasterAgreementRequestHeader Element 237 AgreementItemOut Element 238 Chapter 11 Later Status Changes 239 Overview of Status 239 StatusUpdateRequest 240 DocumentReference Element 241 PaymentStatus Element 242 SourcingStatus Element 243 InvoiceStatus Element 244 Extrinsic Element 245 ConfirmationRequest 245 OrderReference Element 247 ConfirmationHeader Element 248 ConfirmationItem Element 255 OrderStatusRequest 260 OrderStatusRequestHeader Element 260 OrderStatusRequestItem Element 262 ShipNoticeRequest 263 ShipNoticeHeader Element 265 Route Element 273 CarrierIdentifier Element 274 ShipmentIdentifier Element 274 PackageIdentification Element 275 ShipNoticePortion Element 275 ShipNoticeItem Element 276 OrderReference Element 282 Chapter 12 Invoices 283 Overview of Invoices 283 Early InvoiceRequest Document 284 Debit and Credit Amounts 284 Shipping Information 284 Types of Invoices 285 Invoice DTD 286 InvoiceDetailRequest 287 InvoiceDetailRequestHeader 288 InvoiceDetailOrder 294 InvoiceDetailHeaderOrder 312 InvoiceDetailSummary 314 Response 317 Invoice Status Update 318 Example Invoices 319 Standard Header Invoice 320 Standard Detail Invoice 323 Service Invoice 327 Marketplace Invoice 333 Chapter 13 Service Sheets 335 Overview of Service Sheets 335 ServiceEntryRequest 336 ServiceEntryRequestHeader Element 337 ServiceEntryOrder Element 339 Service Sheet Status Updates 344 Chapter 14 Catalogs 347 Catalog Definitions 347 Supplier 348 Index 350 Type Definitions 353 TypeProvider 353 Type 354 TypeAttribute 355 PrimitiveType 357 Subscription Management Definitions 357 Supplier Data 358 Supplier Profile Information 362 Catalog Subscriptions 365 Catalog Upload Transaction 369 CatalogUploadRequest 369 Response 374 Chapter 15 Get Pending/Data Download Transaction 377 Introduction to Get Pending/Data Download Transaction 377 GetPendingRequest 378 GetPendingResponse 379 No Documents Waiting 379 Documents Waiting 379 DataRequest 382 DataResponse 383 Chapter 16 Provider PunchOut Transaction 385 Message Flow 386 ProviderSetupRequest Document 386 Header 387 Request 387 Sample 389 ProviderSetupResponse Document 390 Sample 392 ProviderDoneMessage Document 392 Header 392 Message 393 OriginatorCookie 394 ReturnData 394 ReturnValue 394 Sample 395 Chapter 17 Alternative Authentication Methods 397 Message Authentication Code (RFQMAC) 397 Overview of MACs 397 Computation Algorithm 398 Creation and will allow Expiration Dates 398 Computation Process 399 ProfileResponse 401 CredentialMac 401 Auth Transaction 402 AuthRequest 403 AuthResponse 405 Chapter 18 cXML Digital Signatures 407 Digital Signature Overview 407 Options for Signing 408 Signing cXML Documents 408 cXML Digital Signatures 408 Error Status Codes for Digital Signatures 411 Digital Signature Example 412 Appendix A New Features in cXML 1.2.025 415 OrderStatusRequest Document 417 QuoteRequestHeader Element Enhancements 418 SupplierInvitation Element Enhancements 418 QuoteItemOut Element Enhancements 419 QuoteMessage Element Enhancements 419 Tolerances Element Enhancement 419 PostalAddress Element 419 BillFrom Element 420 TaxRegime Element 420 Municipality Element 420 withholdingTaxType Extrinsic 420 InvoiceItemModification Element 421 Total Charges Element 421 TotalAllowances Elements 421 InvoiceHeaderModifications Element 421 Tax Element Enhancement 422 ServiceEntryRequest Document 422 requiresServiceEntry Attribute 422 ServiceEntryRequest documentType 422 ServiceEntryItemReference Element 423 ServiceEntryItemIDInfo 423 SupplierBatchID Element 423 ScheduleLine Element 424 shipNoticeLineNumber Attribute 424 pickUpDate Attribute 424 requestedDeliveryDate Attribute 424 DeliveryPeriod Element 425 IdReference Element Enhancement 425 addressIDDomain Attribute 425 Extrinsic Element 425 ItemOutIndustry Element 426 ItemOutRetail Element 426 ItemDetailIndustry Element 426 ItemDetailRetail Element 426 Packaging Element 427 BuyerPartID Element 427 InvoiceDetailItemIndustry Element 427 InvoiceDetailItemRetail Element 428 InvoiceDetailItemReferenceIndustry Element 428 InvoiceDetailItemReferenceRetail Element 428 Dimension Element Enhancements 429 TermsOfTransport Element 429 Description Element Enhancement 429 ShipNoticeIDInfo Element 430 InvoiceDetailSummaryIndustry Element 430 InvoiceDetailSummaryRetail Element 430 PaymentRemittanceStatus type Attribute Enhancement 430 Index 431 Preface‌ This document describes how to use cXML (commerce eXtensible Markup Language) for communication of data related to electronic commerce. Audience and Prerequisites‌ This document is intended for application developers who design cXML-enabled applications. cXML is an Authorized User open versatile language for the ability transaction requirements of: • Network e-commerce hubs • Electronic product catalogs • PunchOut catalogs • Procurement applications • Buyers • Suppliers • E-commerce service providers Readers should have a working knowledge of e-commerce concepts, the HTTP Internet communication standard, and XML format. This document does not describe how to procure within any use specific procurement applications or commerce network hubs. Which Chapters to Read‌ • E-commerce Business Managers—For an overview of the LotscXML capabilities, or across Lots. Contract Scoperead Chapter 1, “Introduction to cXML.” • Web Programmers—Web programmers who implement e-commerce sites should read all chapters.

TABLE OF CONTENTS. Introduction A. GENERAL 12 1 Scope of bid 12 2 Source of funds 12 3 Corrupt Practices 13 4 Eligible bidders 12 5 Qualification of the bidder 13 6 OVERVIEW One bid per bidder 14 7 Cost of Bidding 14 8 Site Visit 14 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 16 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 18 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction A. GENERAL 12 1 Scope of bid 12 2 Source of funds 12 3 Corrupt Practices 13 4 Eligible bidders 13 5 Qualification of the bidder 13 6 OVERVIEW One bid per bidder 14 7 Cost of Bidding 14 8 Site Visit 14 B. BIDDING DOCUMENTS 15 9 Contents of Bidding Documents 15 10 Clarification of Bidding Documents 16 11 Amendment of Bidding Documents 16 C. PREPARATION OF BIDS 16 12 Language of Bid 16 13 Documents Comprising the Bid 16 14 Bid Prices 17 15 Currencies of bid and payment 17 16 Bid Validity 17 17 Bid Security 17 18 No Alternative Offers 18 19 Pre-bid meeting 18 20 Format and Signing of Bids 18 D. SUBMISSION OF BIDS 19 21 Sealing and Marking of Bids 19 22 Deadline for Submission of Bids 19 23 Late bids 19 24 Modification, substitution and Withdrawal of Bids 19 E. BID OPENING AND PURPOSE EVALUATION 20 25 Bid Opening 20 26 Process to be confidential 20 27 Clarification of bids and contacting of the employer 20 28 Examination of bids and determination of responsiveness 21 29 Correction of errors 21 30 Evaluation and comparison of bids 21 30 Preference for domestic bidders 21 F. AWARD OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the 22 32 Employer's right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions accept any bid and to reject any or all bids 22 33 Notification of Reseller(s) Participation 21 Designation award 22 34 Signing of Reseller(s) 21 Responsibility for Reporting/agreement 22 35 Performance 21 Applicability of security 22 36 Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeEffectiveness… 23

TABLE OF CONTENTS. Introduction 6 TABLE OF CONTENTS 1 ABOUT THE MANUAL 7 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL KIT 7 CONTACTING RESORT DATA PROCESSING 7 MANUAL LAYOUT/TERMINOLOGY 8 PRE-INSTALLATION KIT 9 OVERVIEW 9 BACK OFFICE ACCOUNTING 9 CHART OF ACCOUNTS 10 SEASONS 11 MARKET CODES 14 SOURCE OF BUSINESS 14 ROOM TYPES 15 PEOPLE CLASSIFICATIONS 16 TAXES 16 RATE PLANS 18 ROOM NUMBERS 22 TRANSACTION CODES (CHARGES FOR GUESTS, GROUPS, AND OWNERS) 24 CALL ACCOUNTING INTERFACE 26 POINT OF SALE INTERFACE 27 IN-ROOM MOVIE INTERFACE 28 INSTALLATION PREPARATION 29 WHAT INFORMATION SHOULD BE READY FOR THE INSTALLATION? 30 INSTALLATION 31 OVERVIEW 31 INSTALLING THE RDP SYSTEM DISKS 31 CONFIGURING BTRIEVE 33 CONFIGURING PERVASIVE.SQL V7.0 35 CONVENTIONAL MEMORY REQUIREMENTS FOR RDP WORKSTATIONS 43 EDITING THE RESORTS FILE 44 INSTALLATION CHECKLIST 45 WINDOWS NT SERVER & RDP 47 OVERVIEW 47 RDP SERVER & CLIENT REQUIREMENTS 47 INSTALLING WINDOWS NT SERVER FOR RDP 48 WINDOWS NT USERS AND GROUPS 49 CONFIGURING PERVASIVE.SQL 2000 50 CONFIGURING WORKSTATIONS 54 ADDING AN RDP SHORTCUT TO THE WINDOWS DESKTOP 59 TROUBLESHOOTING 60 RDP PRINTING 75 OVERVIEW 75 OVERVIEW OF PRINTING IN DOS AND WINDOWS 95/98. 76 DEFINING RDP PRINTER OPTIONS 77 INSTALLING NETWORK CLIENT SOFTWARE 79 CONFIGURING LOCAL PRINTERS 82 CONFIGURING A WINDOWS SHARED PRINTER 87 CONFIGURING A NOVELL PRINT QUEUE 96 TROUBLESHOOTING FROM MS-DOS 100 DEFINING PRINTER GROUPS 102 DEFAULT PRINTERS 103 CONFIGURATION PROBLEMS AND TIPS 104 WINDOWS SHARED PRINTING ERROR 3545. 114 CRYSTAL REPORTS. 115 OVERVIEW 115 INSTALLATION 115 FOLDER SET-UP 123 RUNNING CRYSTAL REPORTS FROM RDP 124 RUNNING REPORTS FROM THE WINDOWS DESKTOP USING REPORTER 131 ADDING CUSTOM REPORTS 134 RDP BASICS 137 OVERVIEW 137 DOS AND THE PERSONAL COMPUTER 137 NETWORKS AND BTRIEVE 138 ORGANIZATION OF THE RDP SYSTEM 139 LOGGING ON 140 NAVIGATING THE RDP SYSTEM 143 RDP FUNCTION KEYS 144 RDP TERMINOLOGY/STANDARDS 146 RESERVATIONS 149 OVERVIEW 149 OVERVIEW OF RESERVATION MENU 149 NEW RESERVATIONS 151 RESERVATION TYPES 177 PRINTING CONFIRMATIONS 178 CHANGING EXISTING RESERVATIONS 179 THE CHANGE INDIVIDUAL/GROUP DISPLAY SCREEN 182 OPTION 120 - POWER USER MENU 183 RESERVE ADDITIONAL ROOM 184 SHAREWITH RESERVATIONS 188 VARIOUS RDP120 POWER USER OPTIONS 193 RESERVATION DEPOSITS 200 HOW DO PAYMENTS DISPLAY ON THE RESERVATION? 202 CANCEL/UNCANCEL RESERVATIONS 203 WAITING LIST PROCEDURES 208 TRANSACTIONS ON FUTURE RESERVATIONS 209 <F6 - NOTES> 210 CONFIGURING COMMENT FIELDS 211 AVAILABILITY BOUNDARIES 213 RESERVATION REPORTS 214 FRONT DESK. 215 OVERVIEW 215 OVERVIEW OF FRONT DESK MENU 216 WALK-IN RESERVATION 217 CHECK-IN INDIVIDUAL RESERVATION 218 ADJUST ROOM RATES 222 GROUP LEADER ROOMING LISTS & CHECK-IN 223 THREE INDIVIDUAL FOLIOS 225 TRANSACTIONS 226 POST UP TO TEN "TRANSACTION CATEGORIES" AUTOMATICALLY 236 OTHER RDP120 POWER USER MENU OPTIONS 239 CHECKOUT INDIVIDUAL RESERVATION 243 UN-CHECKOUT A RESERVATION 249 SHOW “CASH BACK” AT CHECKOUT 250 OTHER RDP131 POWER USER OPTIONS 251 RDP131 CHANGE INDIVIDUAL/GROUP RESERVATION SCREEN 255 MARK UNITS CLEAN 256 SHIFT CLOSING 257 HOUSE STATUS SCREEN 258 THE RESERVATION TAPE CHART 267 FRONT DESK REPORTS 272 NIGHT AUDIT 273 OVERVIEW 273 STEP 1 - 996 - CHECK FOR NO-PRINT ERRORS 274 STEP 2 - REPORT 752 - LATE CHECKOUTS (SLEEPERS) 275 STEP 3 - REPORT 720 - NO SHOWS 276 STEP 4 - POST OUTSTANDING FRONT DESK CHARGES 276 STEP 5 - REPORT 763 - ALL TX FOR DATE RANGE - TOTALS 277 STEP 6 - REPORT 709 - PAYMENTS RECEIVED BY METHOD 278 STEP 7 - REVIEW ROOM RATES WITH OPTION 212 279 STEP 8 - POST NIGHTLY ROOM AND TAX WITH OPTION 212 280 STEP 9 - PUT INTERFACES IN BACKUP MODE 282 STEP 10 - REPORT 762 - ALL TX FOR DATE RANGE - DETAIL 284 STEP 11 - REPORT 766 - ADVANCE DEPOSIT LEDGER - DETAIL 284 STEP 12 - REPORT 768 - GUEST LEDGER - BALANCE DUE 284 STEP 13 - REPORT 769 - CHECKED-OUT WITH BALANCE DUE 285 STEP 14 -REPORT 762 - ALL TX FOR DATE RANGE (TOMORROW) 285 STEP 15 - REPORT 516 - CITY LEDGER - GROUP MASTERS 285 STEP 16 - REPORT 516 (CREDIT CARD MENU - 7) - CITY LEDGER - ONE LINE 285 STEP 17 - REPORT 516 (TRAVEL AGENT MENU - 8) - CITY LEDGER - ONE LINE 285 STEP 18 - REPORT 516 (OWNER REPORTS MENU) - OWNER RECEIVABLES 286 STEP 19 - DAILY MANAGER’S REPORT - OPTION 2 - DAILY LEDGERS 286 NIGHTLY BALANCING WORKSHEET 296 STEP 20 - 370 DAILY MANAGER’S REPORT - OPTION 3 297 STEP 21 - CLOSE THE DAY 298 STEP 22 - PERFORM A TAPE BACKUP 299 STEP 23 - 910 TRANSFER 300 STEP 24 - 995 - RESET AVAILABILITY 301 STEP 25 - TAKE INTERFACES OUT OF BACKUP MODE 302 STEP 26 - RUN MISCELLANEOUS REPORTS 302 STEP 27 - PRINT REGISTRATION CARDS 304 GROUPS & CONFERENCES 305 OVERVIEW 305 WHAT IS A GROUP? 305 SYSTEM SWITCHES AND GROUPS 307 SMALL GROUP RESERVATIONS 318 DEFINING GROUP MASTERS 321 GROUP RESERVATIONS 324 GROUP CONFIRMATIONS 345 GROUP CHECK-IN AND CHECKOUT 346 CHANGING GROUP MEMBER RESERVATIONS AFTER CHECKOUT 350 GROUP LEADER FOLIOS 355 TRANSFERRING GROUP RESERVATIONS TO ACTIVE HISTORY 356 COMPANY RESERVATIONS 358 SPLITTING CHARGES BETWEEN TWO FOLIOS 365 GROUP MASTERS AS BILLING ENTITIES 366 GROUP REPORTS 370 TRAVEL AGENTS 373 OVERVIEW 373 USE TRAVEL AGENT OR GROUP MASTER? 374 ADDING THE TRAVEL AGENT MASTER 375 PRE-DEDUCT VS. NON-STATE AGENCIES PARTICIPATION DEDUCT TRAVEL AGENTS 377 PRE-DEDUCT TRAVEL AGENTS 378 NON-DEDUCT TRAVEL AGENT COMMISSIONS 381 VIEWING COMMISSION ON SPECIFIC TRANSACTIONS 384 POSTING TRANSACTIONS DIRECTLY TO TRAVEL AGENTS 385 PRINTING AND CLOSING STATEMENTS 386 GENERAL LEDGER RAMIFICATIONS 388 CONFIRMATION LETTERS AND TRAVEL AGENTS 389 HISTORICAL INQUIRY ON TRAVEL AGENTS 389 TRAVEL AGENT REPORTS 390 GUEST HISTORY 393 OVERVIEW 393 ADDING GUESTS TO HISTORY 393 MARKETING TO PAST GUESTS 399 INQUIRING ON NON-ACTIVE RESERVATIONS 401 HOUSEKEEPING 403 OVERVIEW 403 INQUIRING AND CHANGING RESERVATIONS 403 CHANGING THE ROOM MASTER MAID COMMENT 404 CHANGING ROOM STATUS 405 HOUSEKEEPING REPORTS 406 MAID ZONES 407 MAINTENANCE RESERVATIONS 408 FORECASTING AND TRACKING REVENUE WITH STATISTICS 409 OVERVIEW 409 OPTION 920 - GENERATING FORECASTING RECORDS 409 CHANGES TO THE STATISTICAL FILE 410 DELETING FORECASTING RECORDS 411 FORECASTING REPORTS 411 SAMPLE STATISTICAL REPORTS 414 GENERATING STATISTICS 417 INQUIRING ON STATISTICS 418 ADJUSTING ENTRIES TO STATISTICS 423 THE ENHANCED DAILY MANAGER’S REPORT 424 STATISTICS FROM PRIOR YEARS 427 ROOMS 429 OVERVIEW 429 ADDING/CHANGING/DELETING ROOMS 431 LOCKOFF OVERVIEW 434 DEFINING ROOM TYPES IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 MaintenanceTHE C2 TABLE 436 DEFINE LOCKOFF SETS IN THE LZ TABLE 436 ADD MASTER ROOMS 437 ADD SECONDARY ROOMS 437 ADD SECONDARY ROOMS TO THE MASTER 438 VERIFY LOCKOFFS WITH OPTION 090-1 438 LOCKOFF SET RULES 439 RESETTING ROOM AVAILABILITY 444 ROOM REPORTS 444 CREDIT CARDS 447 OVERVIEW 447 CREATING A CREDIT CARD MASTER 447 B4 TRANSACTION CODES 448 POST CHARGES TO THE CREDIT CARD MASTER 449 CREDIT CARD FEE SPLITS 449 PRINT A BALANCE FORWARD STATEMENT 450 TAKING PAYMENTS WITH OPTION 500 452 CREDIT CARD REPORTS 452 CHECK MAINTENANCE 453 OVERVIEW 453 CREATING VOUCHERS 453 DISPLAY/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADECHANGE/RECONCILE CHECKS 454 CHECK STATUS CODES 456 PRINTING CHECKS 457 CHECK REPORTS 459 GLOSSARY 461 INDEX 465 ABOUT THE MANUAL OVERVIEW Welcome to Resort Data Processing! Your Property Management System is backed by over 15 years of experience in the hospitality industry. Through continuous enhancements and improvements, RDP systems continue to remain the industry standard. This manual details the use of the RDP system and covers all aspects, from logging on to creating custom reports. Before getting started, there are a few basics to cover, including: Pre-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT Installation Kit Contacting Resort Data Processing Manual Layout/Terminology PRE-INSTALLATION KIT Each RDP system is pre-installed to meet the customer’s needs. Chapter two of this manual is the pre- installation kit. Use these pages (ADAand make copies if necessary) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVELto customize the property management system to meet your needs. The pages in chapter two include information about marketing, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach source of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATAbusiness, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIPrates, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADEStaxes, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloudunits, and Implementation servicesback-office accounting. The procurements shall be competitive at If you have not completed a pre-installation kit, please use the transactional level via Request for Quotations pages in chapter two to do so and return them to your RDP sales representative. CONTACTING RESORT DATA PROCESSING Contact Resort Data Processing at: Mailing Address: Shipping Address: Resort Data Processing, Inc. Resort Data Processing, Inc. P.O. Box 0000 000 Xxxxx Xxxx Vail, Colorado 81658 Avon, Colorado 81620 Phone: Fax: Sales: (RFQ000) and will allow an Authorized User 000-0000 Sales: (000) 000-0000 Support: (000 000-0000 Or, visit us on the ability to procure within any of the Lots, or across Lots. Contract Scopeworld wide web at: xxx.xxxxxxxxxx.xxx MANUAL LAYOUT/TERMINOLOGY This manual is divided into three sections:

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Cancel 1 This Contract is Conditionally Renewable 1 Agreement and Consideration 1 Language Access Services 2 Notice of Nondiscrimination Practices 3 Acceptance of the Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance 4 Independent Corporation 4 Questions? 5 Call Us 5 Visit Us 5 Welcome to Blue Cross 8 Your Benefits 9 Covered Services 9 Pre-Determination 9 Schedule of Benefits 9 Deductibles and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Maximums 9 Services that are not Covered 13 Schedule of Exclusions 13 Choice of Provider 15 Payment of Benefits 15 Participating Provider 15 Nonparticipating Provider 15 Who is Eligible for Coverage 16 Eligible Dependents 16 Your Spouse 16 Your Dependent children 16 Adding New Dependents 16 Adding a Dependent Child Outside of the Renewal Date 16 Adding a Disabled Dependent 17 Premium Payment 18 Grace Period 18 Reinstatement 18 Renewal of This Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or 19 Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation This Contract 20 Contractholder Request Termination 20 Termination for Fraudulent Practices 20 Other Termination Reasons 20 Effect of Duties 40 BUSINESS CONTINUITYTermination 21 Benefit After Coverage Terminates 21 Continuation Coverage 22 Qualifying Events 22 Choosing Continuation 22 Coordination of Benefits 23 Coordination of Benefits Definition 23 COB Determination Rules 23 COB for You and Your Dependent(s) 23 COB for Your Dependent Children 23 COB for Active/DISASTER RECOVERY Inactive Member 24 Right to Receive and Release Needed Information 24 Facility of Payment 24 Right of Recovery 24 Reimbursement and Subrogation 25 Notice Requirement 25 Duty to Cooperate 25 Release of Records 26 Claims Process 27 Notice of Claim 27 Claim Forms 27 Proof of Loss 27 Time Payment of Claims 27 Payment of Claims 27 Right of Examination 27 Review of Benefit Determination 28 Appeal Process 29 Appeals Procedure Definitions 29 Appeal Procedures 29 General Information 30 Entire Contract 30 Time Limit for Misstatements 30 Indemnity for Loss of Life 30 Change of Beneficiary 30 Assignment 30 Legal Actions 30 No-Third-Party Beneficiaries 30 Third-Party Payments of Premium and/or Cost-Sharing 31 Time Periods 31 Terms You Should Know 32 Minnesota Life and Health Insurance Guaranty Association Notice 34 Welcome to Blue Cross On behalf of Blue Cross, we are pleased to welcome you as a member. This is your dental plan contract. This contract replaces all other contracts you have received from us before the effective date. In this contract, "you" or “your" refers to the contractholder named on the identification (BC/DRID) OPERATIONS 40 COMPLIANCE WITH FEDERALcard and their covered dependents. Contractholder is the person for whom we have provided coverage. Dependent is a covered dependent of the contractholder. All coverage for dependents and all references to dependents in this contract are inapplicable for single coverage. “We”, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required “our”, or “us” refers to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS)Blue Cross. This contract explains your dental plan, New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwareeligibility, Hardware, Cloudnotification procedures, and Implementation servicesservices and/or expenses that are covered and not covered. The procurements shall be competitive It is important that you read the entire contract carefully. It provides you with the information you need to understand your Blue Cross dental plan. Blue Cross is the insurer and the claims administrator. This contract is a fully insured dental contract designed solely to provide dental care. Coverage is subject to all terms and conditions of this contract, including dental necessity, medical necessity, and appropriateness. If you have questions about your coverage, please contact our customer service department at the transactional level via Request toll-free telephone number listed on the back of your member ID or visit one of our Customer Service locations listed in section “Questions?.” You can also log onto your Blue Cross member website at xxx.xxxxxxxxxxxxxxxxx.xxx. Thank you for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scopechoosing Blue Cross.

TABLE OF CONTENTS. Introduction Scope 1 Project Scope 1 Contract Documents 1 Contract Documents 1 Term and Milestones 1 Agreement Term 1 Completion Milestones/Dates 1 Project Planning, Review and Oversight 1 Project Management Plan 1 Review and Oversight by TxDOT 1 Design and Construction 1 Design and Construction Generally 1 Design and Construction Monitoring 1 Right of Way 3 Utilities 3 Governmental Approvals 3 Hazardous Materials 4 Archeological/ Paleontological/ Historical Resources 4 Differing Site Conditions 4 Traffic Management and Control 5 Operations and Maintenance 5 Operating Standards and Requirements 5 Table of Contents O&M Scope 5 Existing Structures and Facilities 5 O&M Monitoring 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Technology Enhancements 6 Contract Scope Renewal Work 6 LOT OVERVIEW Handback Requirements 6 Lot 1 – Software 6 Lot 2 – Hardware Noncompliance 7 Lot 3 – Cloud Noncompliance Points and Noncompliance Events 7 Contracting and Labor Practices 7 Contracting 7 Labor Standards 7 DBE Program 8 Lot 4 – Implementation Services Excused Performance/Changes 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Relief Event Categories 8 Developer Relief for Relief Events 9 SUBSEQUENT PERIODIC RECRUITMENT Compensation Events 9 ESTIMATED SPEND AND QUANTITIES Compensation Amount 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5Force Majeure Events 11 Extended Relief Events 11 Changes 11 Changes 11 Developer Compensation and Tolling 11 Right to Toll Revenues 11 Texas Department of Transportation ii Public-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Private Partnership Agreement Table of Contents Tolling Responsibilities 12 Tolling System 12 TxDOT Compensation 12 Upfront Payment 12 Sharing of Toll Revenues 12 Refinancing Gain 12 Financing 12 Financing 12 Refinancing 12 Taxes 12 Lenders’ Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting13 Lenders’ Rights 13 Developer Ownership and Control 13 Changes in Ownership and Changes in Control 13 Insurance, Indemnity and Payment/Performance 21 Applicability Security 13 Insurance 13 Indemnity 14 Performance Security 14 Default and Remedies 14 Developer Defaults 14 Cure of Contract Terms 21 Condition Developer Defaults 14 TxDOT Remedies for Responding to Authorized User Request Developer Default 14 TxDOT Defaults 15 Texas Department of Transportation iii Public-Private Partnership Agreement Table of Contents Cure of TxDOT Defaults 15 Developer Remedies for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeTxDOT Default 15 Limitations on Liability 15

TABLE OF CONTENTS. Introduction Page PARTIES 1 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions 1 Acquired Indebtedness 2 Affiliate 2 Affiliation Agreement 2 Annual Operating Cash Flow 2 Asset Sale 2 Authenticating Agent 4 Authorized Newspaper 4 Bearer Security 4 Beneficial Owner 4 Board of Directors 4 Board Resolution 4 Book-Entry Security 4 Business Day 4 Cablevision 5 Capital Stock 5 Capitalized Lease Obligation 5 Cash Equivalents 5 Cash Flow Ratio 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Change of Control 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Clearstream 7 Lot 3 – Cloud Collateral Documents 7 Commission 7 Common Depositary 7 Common Stock 7 Company 7 Company Request or Company Order 8 Lot 4 – Implementation Services Consolidated Secured Leverage Ratio 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Continuing Directors 8 Conversion Date 8 Conversion Event 8 Corporate Trust Office 8 corporation 9 SUBSEQUENT PERIODIC RECRUITMENT coupon 9 ESTIMATED SPEND AND QUANTITIES covenant defeasance 9 Credit Agreement 9 Credit Facilities 9 Cumulative Cash Flow Credit 9 Cumulative Interest Expense 10 DEFINITIONS Currency 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Debt 10 Default 11 defeasance 11 Deferred Carriage Fee Amortization 11 Depositary 11 Disqualified Stock 11 Distribution Agreement 11 Distribution Transaction 11 Xxxxx Family Interests 11 Xxxxx Family Members 11 Dollar 12 $ 12 Dollar Equivalent of the Currency Xxxx 00 Xxxxxx Xxxxxxxxxx of the Foreign Currency 12 Domestic Subsidiary 12 Election Date 12 Equity Interests 12 Euro 12 Euroclear 12 Event of Default 12 Exchange Act 12 Exchange Date 12 Exchange Rate Agent 12 Exchange Rate Officers’ Certificate 12 Existing Indebtedness 13 Extension Notice 13 Extension Period 13 Fair Market Value 13 Foreign Currency 13 GAAP 13 Global Securities 13 Government Obligations 13 Guarantee 13 Guarantors 14 Hedging Obligations 14 Holder 14 Indebtedness 14 Indenture 14 Indexed Security 15 Insignificant Subsidiary 15 interest 15 Interest Payment Date 15 Interest Swap Obligations 15 Investment 15 Investment Grade Rating 16 CONTRACT TERM Lease 16 DOWNSTREAM PROHIBITION Lien 16 CONTRACTOR’S INSURANCE REQUIREMENTS mandatory sinking fund payment 16 NEW YORK STATE VENDOR RESPONSIBILITY Market Exchange Rate 16 TAX LAW §5-A Maturity 16 Monetization Indebtedness 17 TOLL FREE NUMBER Monetization Transaction 17 DESIGNATED PERSONNEL Xxxxx’x 17 Account Manager Net Debt 17 Billing Contact Net Proceeds 17 Note Guarantee 18 Emergency Contact Notice of Default 18 Contractor Administrator Offer Amount 18 E-RATE Offer Period 18 NEW YORK STATE RIGHTS Officers’ Certificate 18 New York State reserves the right Operating Cash Flow 18 Opinion of Counsel 19 Option to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS Elect Repayment 19 SHORT TERM EXTENSION Optional Reset Date 19 PROCUREMENT INSTRUCTIONS optional sinking fund payment 19 SPECIFICATIONS Original Issue Discount Security 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales Original Stated Maturity 20 Due Outstanding 20 Participants 21 Paying Agent 21 Permitted Additional Secured Obligations 21 Permitted Affiliate Payments 21 Permitted Business 21 Permitted Debt 21 Permitted Investments 21 Permitted Liens 23 Permitted Refinancing Indebtedness 27 Person 29 Place of Payment 29 Predecessor Security 29 Preferred Stock 30 Programming Network Business 30 Purchase Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract 30 Qualified Cash 30 Rating Agency 30 Rating Category 30 Receivables and Related Assets 30 Redemption Date 31 Redemption Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 31 Registered Securities 31 Regular Record Date 31 Repayment Date 31 Replacement Assets 31 Repurchase Offer 31 Reset Notice 31 Responsible Officer 31 Restricted Investment 31 Restricted Payment 31 Restricted Subsidiary 32 S&P 33 Securities 33 Securities Act 33 Securitization Subsidiary 33 Senior Indebtedness 33 Significant Subsidiary 34 Special Record Date 34 Stated Maturity 34 Stock Payment 34 Subsequent Interest Period 34 subsidiary 34 Subsidiary 34 Suspended Covenants 34 Transactions 34 Trust Indenture Act 34 Trustee 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON00 Xxxxxx Xxxxxx 00 Xxxxxx Xxxxxx person 35 Unrestricted Subsidiary 35 Valuation Date 35 Vice President 35 Voting Stock 35 Weighted Average Life to Maturity 35 Yield to Maturity 36 Section 102. Other Definitions 36 Section 103. Compliance Certificates and Opinions 36 Section 104. Form of Documents Delivered to Trustee 37 Section 105. Acts of Holders 37 Section 106. Notices, Etc. to Trustee, Company and Guarantors 39 Section 107. Notice to Holders; Waiver 39 Section 108. Conflict of Any Provision of Indenture with Trust Indenture Act 40 Section 109. Effect of Headings and Table of Contents 40 Section 110. Successors and Assigns 40 Section 111. Separability Clause 41 Section 112. Benefits of Indenture 41 Section 113. Governing Law; Waiver of Jury Trial 41 Section 114. Legal Holidays 41 Section 115. No Recourse Against Others 41 Section 116. U.S.A. Patriot Act 42 Section 117. Force Majeure 42 ARTICLE TWO SECURITY FORMS Section 201. Forms Generally 42 Section 202. Form of Trustee’s Certificate of Authentication 43 Section 203. Securities Issuable in Global Form 43 Section 204. Form of Legend for Book-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS Entry Securities 44 ARTICLE THREE THE SECURITIES Section 301. Amount Unlimited; Issuable in Series 45 Section 302. Denominations 48 Section 303. Execution, Authentication, Delivery and Dating 48 Section 304. Book-Entry Securities 51 Section 305. Temporary Securities 52 Section 306. Registration, Registration of Transfer and Exchange 55 Section 307. Mutilated, Destroyed, Lost and Stolen Securities 58 Section 308. Payment of Interest; Interest Rights Preserved; Optional Interest Reset 59 Section 309. Optional Extension of Stated Maturity 61 Section 310. Persons Deemed Owners 62 Section 311. Cancellation 63 Section 312. Computation of Interest 63 Section 313. Currency and Manner of Payments in Respect of Securities 64 Section 314. Appointment and Resignation of Successor Exchange Rate Agent 67 Section 315. ISIN and CUSIP Numbers 67 ARTICLE FOUR SATISFACTION AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach DISCHARGE Section 401. Satisfaction and Discharge of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer Indenture 68 Section 402. Application of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeTrust Money 69 ARTICLE FIVE

TABLE OF CONTENTS. Introduction I. INTRODUCTION 1 II. CHECK LIST 2 Part A. Submittal 2 Part B. Design Review 2 Part C. Preconstruction Requirements 3 Part D. Construction 4 Part E. Preacceptance 4 Part F. Acceptance & Warranty 5 III. APPLICANT INFORMATION 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware IV. THE UTILITY DEVELOPER EXTENSION AGREEMENT 7 Lot 3 – Cloud Responsibilities 7 Definitions 7 Warranty of Authority 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT Location of the Utility Extensions 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES Description of Utility Extensions 10 DEFINITIONS Fees to be Paid by the Developer 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Preliminary Design Review 11 Omissions and Discrepancies 12 Insurance Requirements 12 Hold Harmless. 13 Risk of Loss 13 Easements 13 Surveys 14 Permits 14 Surety Instrument 14 Procedure for Acceptance 14 Phased Construction 15 Time Limitation of Application 15 Time Limitation of Issued Approval 16 CONTRACT TERM Materials and Equipment 16 DOWNSTREAM PROHIBITION Warranties of the Developer 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A Correction of Defects During the Warranty Period 17 TOLL FREE NUMBER Rates and Charges 17 DESIGNATED PERSONNEL Royalties and Patents 17 Account Manager 17 Billing Contact Subletting or Subcontracting 18 Emergency Contact Latecomer’s Agreement 18 Contractor Administrator General Conditions 18 E-RATE Utilities Engineering Standards 18 NEW YORK STATE RIGHTS Notice of Completeness 18 New York State reserves Signatures 19 V. GENERAL CONDITIONS FOR CONSTRUCTION 20 Authority of Utility 20 Determination of “OR Equal” 20 Compliance with Laws 20 Stoppage of Work 20 Points, Instructions and Construction Staking by the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales Developer 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION Inspections and Tests 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development Availability of Project Plan 41 Project Plan Document 41 Documents 23 Materials and Supplies Required to Complete Implementation 41 Negotiation Equipment List 24 Shop Drawings 24 Samples 24 Protection of Work and Property 24 Safety Requirements 24 Use of Private Property 25 Location of Underground Utilities 25 Replacing Improvements 25 Superintendents and Supervision 25 Operation of Existing Water Valves 26 Domestic Water Meters 26 Flushing of New Water Mains 26 Disposal of Flush Water 26 Video Inspection 26 Side Sewer Permits 26 Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible Sequence for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeCommercial Projects 27

TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot THE LIMITED LIABILITY COMPANY 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Formation; Applicability of Contract Terms 21 Condition the Act 1 Filing 1 Name 2 Duration, Events of Dissolution 2 Management of Business 2 Character of Business 2 Initial Registered Office 2 The Members 2 Additional Members 3 MEETINGS ON MEMBERS 3 Place 3 Meetings 3 Quorum 3 Voting of Units 3 Proxies 3 Method of Voting 3 Consent of Absentees 4 Action Without a Meeting 4 CAPITAL CONTRIBUTIONS 4 Initial Contributions 4 Units 4 Initial Units 4 Allotment of Initial Units for Responding Key Personnel 4 Additional Contributions 5 PROFITS, LOSSES, AND DISTRIBUTIONS 5 Profits and Losses 5 Distributions 5 Catch-Up 5 RIGHTS AND DUTIES OF MANAGERS 6 Number 6 Tenure and Qualifications 6 Management 6 Powers of Managers 6 Routine Business Operations 7 Approval Required 7 Liability for Certain Acts 7 Managers and Members Have No Exclusive Duty to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support Company 7 Bank Accounts 8 Indemnity of Product 22 Obligations 22 the Managers 8 Resignation 8 Removal of Managers 8 Vacancies 8 Compensation 8 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote AdministrationRely on the Managers 8 COMPENSATION AND REIMBURSEMENT 9 Compensation of Members 9 Reimbursement for Expenses 9 ACCOUNTS 9 Books 9 Member’s Capital Accounts 9 Transfers During Year 9 Statements 9 Records at Principal Place of Business 9 Fiscal Year 10 TRANSFERS 10 Assignment 10 Substitution of Transferee as Member 12 Authority of the Members 13 DISSOLUTION AND TERMINATION 13 Liquidation 13 Settlement Upon Dissolution 13 Distribution in Kind 13 Cancellation of Certificate 13 AMENDMENTS 13 Amendments 13 NOTICES 14 Method for Notices 14 Computation of Time 14 GENERAL PROVISIONS 14 Entire Agreement; Governing Law 14 Construction Principles 14 Indemnification 14 Meeting by Telecommunication 14 Presumption of Assent 14 SCHEDULE 3.1 17 OPERATING AGREEMENT FOR ALTO CASCADE RESOURCES, Maintenance LLC THIS OPERATING AGREEMENT (the “Agreement”) is made and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT entered into as of April 14, 2011 by and among ALTO CASCADE RESOURCES, LLC (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVELhereafter, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach the “Company” or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGSthe “LLC”), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Softwareits members Alto Group Holdings, Hardware, CloudInc. and Dxxxxxx X. XxXxxxxxx, and Implementation services. The procurements each person who shall hereafter be competitive at admitted to the transactional level via Request for Quotations Utah limited liability company of ALTO CASCADE RESOURCES, LLC (RFQ) collectively referred to herein as the “Members” and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract Scopeindividually as a “Member”).

TABLE OF CONTENTS. Preface xvii Audience and Prerequisites xvii Which Chapters to Read xviii Typography xviii Chapter 1 Introduction to cXML 17 cXML, an XML Implementation 17 cXML Capabilities 18 Catalogs 18 PunchOut 19 Purchase Orders 21 Types of Applications that Use cXML 22 Procurement Applications 22 Commerce Network Hubs 22 PunchOut Catalogs 23 Order-Receiving Systems 23 Content Delivery Strategy 23 cXML DTDs 24 Getting cXML DTDs 25 Caching DTDs 25 Profile Transaction 26 ProfileRequest 26 ProfileResponse 26 Service Status Response 26 XML Utilities 27 Chapter 2 cXML Basics 29 Protocol Specification 29 Request-Response Model 29 cXML Conventions 31 cXML Document 31 Wrapping Layers 32 Attachments 33 cXML Envelope 38 Special Characters 41 Header 43 Request 47 Response 48 One-Way (Asynchronous) Model 52 Message 53 Transport Options 53 Service Status Response 57 Basic Elements 58 Type Entities 58 Base Elements 59 Chapter 3 Profile Transaction 61 Introduction to the Profile Transaction 61 ProfileRequest 62 ProfileResponse 63 Option Element 64 Transaction 67 Scenarios 67 From Buyer to Supplier 67 From Buyer to the Network 68 From a Network Hub to Supplier 70 From a Network Hub to Service Provider 71 From a Network Hub to Buyer 72 From Service Provider to Buyer 72 Chapter 4 PunchOut Transaction 73 PunchOut Requirements 73 Buying Organizations 73 Suppliers 75 PunchOut Event Sequence 77 Steps 1 & 2: PunchOut Request 77 Step 3: Product Selection 79 Step 4: Check Out 79 Step 5: Transmittal of Purchase Order 81 PunchOut Documents 82 PunchOut Index Catalog 82 PunchOutSetupRequest 84 PunchOutSetupResponse 88 PunchOutOrderMessage 89 Modifications to the Supplier’s Web Pages 91 Launch Page 91 Start Page 95 Order Receiver Page 99 PunchOut Website Suggestions 99 Implementation Guidelines 99 Buyer and Supplier Cookies 100 Personalization 100 PunchOut Transaction 101 Sourcing 102 PunchOutSetupRequest 102 PunchOutSetupResponse 107 PunchOutOrderMessage 108 Direct PunchOut 115 Authentication Methods 115 ProfileResponse 115 Chapter 5 Purchase Orders 117 Purchase Order Process 117 OrderRequest Documents 118 OrderRequestHeader Element 123 ItemOut 141 Response to an OrderRequest 179 Accepting Order Attachments 179 Chapter 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware Path Routing 181 Overview of Path Routing 181 Nodes 182 Path Element 183 Router Nodes 183 Copy Nodes 184 Adding Nodes to PunchOutOrderMessage 184 Path Element 185 Credentials 185 Creating OrderRequests 186 Path Element 186 Credentials 186 Other Routable Documents 188 PunchOutSetupRequest 188 ConfirmationRequest and ShipNoticeRequest 188 CopyRequest 189 Chapter 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations 191 Overview of Request for Quotations 191 Quote DTD 191 Request for Quotations Document Sequence 192 Request for Quotations 192 QuoteRequestHeader 192 QuoteItemOut 196 quoteMessage 197 QuoteMessageHeader 197 QuoteItemIn 200 Chapter 8 Payment 201 Overview of Payment 201 PaymentRemittance DTD 202 Payment Document Sequence 202 PaymentProposalRequest 202 PayableInfo 203 PaymentMethod 205 PaymentPartner 206 Contact 210 GrossAmount 210 DiscountAmount 210 AdjustAmount 210 NetAmount 210 Comments 210 PaymentRemittanceRequest 211 PaymentRemittanceRequestHeader 212 PaymentRemittanceSummary 214 RemittanceDetail 215 PaymentRemittanceStatusUpdateRequest 217 DocumentReference 217 PaymentRemittanceStatus 218 Example Payment Documents 219 PaymentProposalRequest Example 219 PaymentRemittanceRequest Example 221 PaymentRemittanceStatusUpdateRequest Example 223 Chapter 9 TimeCard Transaction 225 TimeCard Requests 225 Supplier to Buyer Request 226 Buyer to Supplier Request 226 TimeCard Element 226 OrderInfo 227 Contractor 227 ReportedTime 227 SubmitterInfo 230 ApprovalInfo 230 DocumentReference 230 TimeCard Examples 231 Chapter 10 Master Agreements 235 Overview of Master Agreements 235 MasterAgreementRequest 235 MasterAgreementRequestHeader Element 237 AgreementItemOut Element 238 Chapter 11 Later Status Changes 239 Overview of Status 239 StatusUpdateRequest 240 DocumentReference Element 241 PaymentStatus Element 242 SourcingStatus Element 243 InvoiceStatus Element 244 Extrinsic Element 245 ConfirmationRequest 245 OrderReference Element 247 ConfirmationHeader Element 248 ConfirmationItem Element 255 OrderStatusRequest 260 OrderStatusRequestHeader Element 260 OrderStatusRequestItem Element 262 ShipNoticeRequest 263 ShipNoticeHeader Element 265 Route Element 273 CarrierIdentifier Element 274 ShipmentIdentifier Element 274 PackageIdentification Element 275 ShipNoticePortion Element 275 ShipNoticeItem Element 276 OrderReference Element 282 Chapter 12 Invoices 283 Overview of Invoices 283 Early InvoiceRequest Document 284 Debit and Credit Amounts 284 Shipping Information 284 Types of Invoices 285 Invoice DTD 286 InvoiceDetailRequest 287 InvoiceDetailRequestHeader 288 InvoiceDetailOrder 294 InvoiceDetailHeaderOrder 312 InvoiceDetailSummary 314 Response 317 Invoice Status Update 318 Example Invoices 319 Standard Header Invoice 320 Standard Detail Invoice 323 Service Invoice 327 Marketplace Invoice 333 Chapter 13 Service Sheets 335 Overview of Service Sheets 335 ServiceEntryRequest 336 ServiceEntryRequestHeader Element 337 ServiceEntryOrder Element 339 Service Sheet Status Updates 344 Chapter 14 Catalogs 347 Catalog Definitions 347 Supplier 348 Index 350 Type Definitions 353 TypeProvider 353 Type 354 TypeAttribute 355 PrimitiveType 357 Subscription Management Definitions 357 Supplier Data 358 Supplier Profile Information 362 Catalog Subscriptions 365 Catalog Upload Transaction 369 CatalogUploadRequest 369 Response 374 Chapter 15 Get Pending/Data Download Transaction 377 Introduction to Get Pending/Data Download Transaction 377 GetPendingRequest 378 GetPendingResponse 379 No Documents Waiting 379 Documents Waiting 379 DataRequest 382 DataResponse 383 Chapter 16 Provider PunchOut Transaction 385 Message Flow 386 ProviderSetupRequest Document 386 Header 387 Request 387 Sample 389 ProviderSetupResponse Document 390 Sample 392 ProviderDoneMessage Document 392 Header 392 Message 393 OriginatorCookie 394 ReturnData 394 ReturnValue 394 Sample 395 Chapter 17 Alternative Authentication Methods 397 Message Authentication Code (RFQMAC) 397 Overview of MACs 397 Computation Algorithm 398 Creation and will allow Expiration Dates 398 Computation Process 399 ProfileResponse 401 CredentialMac 401 Auth Transaction 402 AuthRequest 403 AuthResponse 405 Chapter 18 cXML Digital Signatures 407 Digital Signature Overview 407 Options for Signing 408 Signing cXML Documents 408 cXML Digital Signatures 408 Error Status Codes for Digital Signatures 411 Digital Signature Example 412 Appendix A New Features in cXML 1.2.025 415 OrderStatusRequest Document 417 QuoteRequestHeader Element Enhancements 418 SupplierInvitation Element Enhancements 418 QuoteItemOut Element Enhancements 419 QuoteMessage Element Enhancements 419 Tolerances Element Enhancement 419 PostalAddress Element 419 BillFrom Element 420 TaxRegime Element 420 Municipality Element 420 withholdingTaxType Extrinsic 420 InvoiceItemModification Element 421 Total Charges Element 421 TotalAllowances Elements 421 InvoiceHeaderModifications Element 421 Tax Element Enhancement 422 ServiceEntryRequest Document 422 requiresServiceEntry Attribute 422 ServiceEntryRequest documentType 422 ServiceEntryItemReference Element 423 ServiceEntryItemIDInfo 423 SupplierBatchID Element 423 ScheduleLine Element 424 shipNoticeLineNumber Attribute 424 pickUpDate Attribute 424 requestedDeliveryDate Attribute 424 DeliveryPeriod Element 425 IdReference Element Enhancement 425 addressIDDomain Attribute 425 Extrinsic Element 425 ItemOutIndustry Element 426 ItemOutRetail Element 426 ItemDetailIndustry Element 426 ItemDetailRetail Element 426 Packaging Element 427 BuyerPartID Element 427 InvoiceDetailItemIndustry Element 427 InvoiceDetailItemRetail Element 428 InvoiceDetailItemReferenceIndustry Element 428 InvoiceDetailItemReferenceRetail Element 428 Dimension Element Enhancements 429 TermsOfTransport Element 429 Description Element Enhancement 429 ShipNoticeIDInfo Element 430 InvoiceDetailSummaryIndustry Element 430 InvoiceDetailSummaryRetail Element 430 PaymentRemittanceStatus type Attribute Enhancement 430 Index 431 Preface‌ This document describes how to use cXML (commerce eXtensible Markup Language) for communication of data related to electronic commerce. Audience and Prerequisites‌ This document is intended for application developers who design cXML-enabled applications. cXML is an Authorized User open versatile language for the ability transaction requirements of: • Network e-commerce hubs • Electronic product catalogs • PunchOut catalogs • Procurement applications • Buyers • Suppliers • E-commerce service providers Readers should have a working knowledge of e-commerce concepts, the HTTP Internet communication standard, and XML format. This document does not describe how to procure within any use specific procurement applications or commerce network hubs. Which Chapters to Read Preface Which Chapters to Read‌ • E-commerce Business Managers—For an overview of the LotscXML capabilities, or across Lots. Contract Scoperead Chapter 1, “Introduction to cXML.” • Web Programmers—Web programmers who implement e-commerce sites should read all chapters.

TABLE OF CONTENTS. Introduction The following terms are defined on the page of this Agreement set forth after such term below: 2010 Comp Plan 5 Action 11 Agreement 1 Articles of Merger 1 Balance Sheet Date 11 Bankruptcy and Equity Exception 8 Book Entry Share 3 Business 27 Cap Ex Plan 26 Certificate 2 Claim 34 Closing 1 Closing Date 1 Code 5 Company 1 Company Adverse Action 30 Company Adverse Recommendation Change 30 Company Adverse Recommendation/Action Notice 31 Company Board Recommendation 25 Company Charter Documents 7 Company Common Stock 2 Company Disclosure Letter 6 OVERVIEW AND PURPOSE OF THIS CONTRACT Company Intellectual Property 19 Company Material Adverse Effect 6 Company Plans 14 Company Preferred Stock 7 Company Properties 18 Company Property 18 Major Suppliers 18 Marks 20 Material Contract Scope 17 Maximum Amount 35 MBCA 1 Merger 1 Merger Consideration 2 Merger Sub 1 MPUC 12 Multiemployer Plan 14 Multiple Employer Plan 14 NYSE AMEX 9 Option 5 Option Consideration 5 Parent 1 Parent Material Adverse Effect 24 Patents 19 Paying Agent 3 PBGC 15 Permits 12 Policies 22 Proxy Statement 9 Company Stock Plans 5 Company Stockholder Approval 9 Company Stockholders Meeting 25 Company Technology 19 Computer Systems 21 Confidentiality Agreement 34 Copyrights 20 Directors’ Stock Plan 5 Dissenting Shares 3 Dissenting Stockholders 3 Effective Time 1 Engagement Letter 23 Environmental Permits 16 ERISA 14 Exchange Act 9 Excluded Matter 31 Expenses 40 Fairness Opinion 22 FERC 12 Filed Company SEC Documents 6 LOT OVERVIEW Ground Lease 19 Ground Leases 19 Indemnitees 34 Indemnitor 34 Industry 6 Lot Intellectual Property Rights 19 Intervening Event 31 IP Contracts 21 IRS 13 Major Customers 18 Recent Company SEC Documents 9 Reimbursable Expenses 40 Representatives 29 Restraints 36 SEC 6 Securities Act 7 Software 20 SOx 10 SP-DRIP 5 Subsidiary Documents 7 Superior Proposal 31 Superior Proposal Agreement 39 Surviving Corporation 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS Takeover Proposal 32 Tax Returns 14 Taxes 14 Technology 20 Termination Fee 40 Title IV Plan 14 Trade Secrets 20 Walk-Away Date 38 WARN 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions Table of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (ADA) 25 PUBLIC INFORMATION 25 DIESEL EMISSION REDUCTION ACT 25 POOR PERFORMANCE 26 MERCURY ADDED CONSUMER PRODUCTS 26 SURPLUS/TAKE-BACK/RECYCLING 26 USE OF RECYCLED OR REMANUFACTURED MATERIALS 27 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 27 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS 27 EPA ENERGY STAR PROGRAM 27 NO DRUGS OR ALCOHOL 27 TRAFFIC INFRACTIONS 27 NOTICES 27 ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE 28 CAPTIONS 28 SEVERABILITY 28 PERFORMANCE OF SERVICES 28 REMOVAL OF RECORDS FROM PREMISES 28 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS 28 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT 29 Staffing Changes within Authorized User Agreement 29 ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT30 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS 30 CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS 31 FEDERAL FUNDING 31 ELECTRONIC WORKFLOW SYSTEM 32 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY 32 PERFORMANCE AND BID BONDS 32 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 32 General Provisions 32 Equal Employment Opportunity (EEO) 33 Contract Goals 33 MWBE Utilization Plan 34 Request for Waiver 34 Required Good Faith Efforts 35 Monthly MWBE Contractor Compliance Report 35 Breach of Contract and Liquidated Damages 36 EMERGING TECHNOLOGIES 36 LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS 36 BUNDLED OFFERINGS 36 PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE 36 SECURITY POLICIES AND NOTIFICATIONS 36 State Security Policies and Procedures 36 Security Incidents 36 DATA BREACH - REQUIRED CONTRACTOR ACTIONS 37 DATA OWNERSHIP, ACCESS AND LOCATION 37 Data Ownership 37 Authorized User Access to Data 37 Contractor Access to Data 37 Data Location and Related Restrictions 38 Support Services 38 Infrastructure Support Services 38 CONTRACTOR PORTABLE DEVICES 38 TRANSFERRING OF DATA 38 General 38 Transfer of Data at end of Contract and/or Authorized User Agreement Term 38 Transfer of Data; Charges 38 Transfer of Data; Contract Breach or Termination 38 ENCRYPTION 38 REQUESTS FOR DATA BY THIRD PARTIES 39 SECURITY PROCESSES 39 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT 39 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES 39 Return of Data 39 Suspension of Services 39 Expiration or Termination of Services 39 SECURE DATA DISPOSAL 39 ACCESS TO SECURITY LOGS AND REPORTS 40 CONTRACTOR PERFORMANCE AUDIT 40 PERSONNEL 40 Background Checks 40 Separation of Duties 40 BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS 40 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 40 AUTHENTICATION TOKENS 40 MODIFICATION TO CLOUD SERVICE DELIVERY TYPE AND DESCRIPTION WITHIN AN AUTHORIZED USER AGREEMENT 40 LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS 41 REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS 41 BACKGROUND CHECKS 41 FOREIGN EMPLOYEES 41 PROJECT PLAN 41 Development of Project Plan 41 Project Plan Document 41 Materials and Supplies Required to Complete Implementation 41 Negotiation of Final Project Plan 42 SINGLE POINT OF CONTACT 42 RETAINAGE 42 ENHANCEMENTS TO SERVICES 42 REMOVAL OR REPLACEMENT OF STAFF 42 Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT The New York State Office of General Services (OGS), New York State Procurement is responsible for developing and managing centralized Contracts for all New York State Authorized Users. NYS Procurement has developed this new contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud, and Implementation services. The procurements shall be competitive at the transactional level via Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots. Contract ScopeContents