Common use of IRAN DIVESTMENT ACT Clause in Contracts

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13

IRAN DIVESTMENT ACT. By entering into this AgreementContract, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be To Be Non-Responsive Bidders/Offerers pursuant Pursuant to the The New York State Iran Divestment Act of 2012” list (“Prohibited Entities List”) posted on the OGS website at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this such Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this the Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the StateOGS may approve a request for Assignment of Contract. During the term of the Contract, should the state agency OGS receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency OGS will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency OGS shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1limited to, seeking compliance, recovering damages, or declaring the Contractor in default. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior OGS reserves the right to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufacturedreject any request for renewal, Recycledextension, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe or assignment for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification an entity that appears on the Prohibited Entities List prior to the renewal, extension, or assignment of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend the Contract, and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONTto pursue a responsibility review with Contractor should it appear on the Prohibited Entities List hereafter.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted International Bidding 2 4. Intentionally Omitted Bid Opening 2 5. Intentionally Omitted Bid Submission 2 6. Late Bids Rejected 2 3 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted Prevailing Wage Rates - Public Works and Building Services Contracts 3 11. Taxes 3 4 12. Expenses Prior to Contract Execution 3 4 13. Advertising Results 3 4 14. Product References 3 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 5 16. Products Manufactured in Public Institutions 4 5 17. Pricing 4 5 18. Intentionally Omitted 4 Drawings 5 19. Intentionally Omitted 4 Site Inspection 6 20. Procurement Card 4 6 21. Intentionally Omitted 5 Samples 6 BID EVALUATION 22. Bid Evaluation 5 6 23. Tie Bids 5 6 24. Quantity Changes Prior To Award 5 6 25. Timeframe for Offers 5 7 TERMS & CONDITIONS 26. Contract Creation/Execution 5 7 27. Participation in Centralized Contracts 5 7 28. Modification of Contract Terms 5 7 29. Scope Changes 6 7 30. Estimated/Specific Quantity Contracts 6 7 31. Emergency Contracts 6 7 32. Purchase Orders 6 8 33. Product Delivery 6 8 34. Weekend and Holiday Deliveries 6 8 35. Shipping/Receipt of Product 6 8 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 8 37. Re-Weighing Product 7 8 38. Product Substitution 7 8 39. Rejected Product 7 9 40. Intentionally Omitted 7 Installation 9 41. Repaired or Replaced Product/ Components 7 9 42. Employees/Subcontractors/Agents 7 9 43. Assignment 7 9 44. Subcontractors and Suppliers 7 9 45. Performance/Bid Bond 8 9 46. Suspension of Work 8 9 47. Termination 8 10 48. Savings/Force Majeure 8 10 49. Contract Invoicing 9 11 50. Default - Authorized User 9 11 51. Prompt Payments 10 11 52. Remedies for Breach 10 11 53. Assignment of Claim 10 12 54. Toxic Substances 10 12 55. Independent Contractor 10 12 56. Security 10 12 57. Cooperation with Third Parties 10 12 58. Contract Term - Renewal 10 12 59. Warranties 10 12 60. Legal Compliance 12 13 61. Indemnification 12 13 62. Indemnification Relating to Third Party Rights 12 14 63. Limitation of Liability 12 14 64. Intentionally Omitted 13 Disputes 14 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 Software License Grant 16 66. Intentionally Omitted 13 Product Acceptance 17 67. Intentionally Omitted 13 Audit of Licensed Product Usage 17 68. Intentionally Omitted 13 Ownership/Title to Project Deliverables 17 69. Intentionally Omitted 13 Proof of License 18 70. Intentionally Omitted 13 Product Version 18 71. Intentionally Omitted 13 Changes to Product or Service Offerings 19 72. Intentionally Omitted 13 No Hardstop/Passive License Monitoring 19 73. Intentionally Omitted 13Source Code Escrow for Licensed Product 19

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the StateAgency. During the term of the Contract, should the state agency Agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency Agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency Agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior The Agency reserves the right to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufacturedreject any bid, Recycledrequest for assignment, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe renewal or extension for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend a contract, and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONTto pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted International Bidding 2 4. Intentionally Omitted 2 Bid Opening 3 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 86. Extraneous Terms 3 97. Confidential/Trade Secret Materials 3 108. Intentionally Omitted Prevailing Wage Rates - Public Works and Building Services Contracts 3 119. Taxes 3 124 10. Expenses Prior to Contract Execution 3 134 11. Advertising Results 3 144 12. Product References 3 154 13. Remanufactured, Recycled, Recyclable Or or Recovered Materials 4 1614. Products Manufactured in Public Institutions 4 5 15. Pricing 5 16. Drawings 5 17. Pricing 4 Site Inspection 5 18. Intentionally Omitted 4 Purchasing Card 6 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 Samples 6 BID EVALUATION 2220. Bid Evaluation 5 236 21. Tie Bids 5 246 22. Quantity Changes Prior To Award 5 256 23. Timeframe for Offers 5 6 TERMS & CONDITIONS 2624. Contract Creation/Execution 5 276 25. Official Use Only/No Personal Use 6 26. Participation in Centralized Contracts 5 286 27. Modification of Contract Terms 5 297 28. Scope Changes 6 307 29. Estimated/Specific Quantity Contracts 6 317 30. Emergency Contracts 6 327 31. Purchase Orders 6 337 32. Product Delivery 6 348 33. Weekend and Holiday Deliveries 6 358 34. Shipping/Receipt of Product 6 8 TERMS & CONDITIONS (CONT.) PAGE 3635. Title and Risk of Loss 7 378 36. Re-Weighing Product 7 388 37. Product Substitution 7 398 38. Rejected Product 7 8 39. Installation 8 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Products, Parts, or Components 7 9 41. Employees, Subcontractors and Agents 9 42. Employees/Subcontractors/Agents 7 Assignment 9 43. Assignment 7 44. Subcontractors and Suppliers 7 459 44. Performance/Bid Bond 8 469 45. Suspension of Work 8 479 46. Termination 8 489 47. Savings/Force Majeure 8 4910 48. Contract Invoicing 9 5010 49. Default - Authorized User 9 5111 50. Prompt Payments 10 5211 51. Remedies for Breach 10 5311 52. Assignment of Claim 10 5412 53. Toxic Substances 10 5512 54. Independent Contractor 10 5612 55. Security 10 5712 56. Cooperation with Third Parties 10 5812 57. Contract Term - Renewal 10 5912 58. Warranties 10 6012 59. Legal Compliance 12 6113 60. Indemnification 12 6213 61. Indemnification Relating to Third Party Rights 12 63Infringement 13 62. Limitation of Liability 12 6414 63. Intentionally Omitted 13 Dispute Resolution Procedures 14 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 64. Software License Grant 14 65. Intentionally Omitted 13 Product Acceptance 15 66. Intentionally Omitted 13 Audit of Licensed Product Usage 16 67. Intentionally Omitted 13 Ownership/Title to Project Deliverables 16 68. Intentionally Omitted 13 Proof of License 17 69. Intentionally Omitted 13 Product Version 17 70. Intentionally Omitted 13 Changes to Product or Service Offerings 17 71. Intentionally Omitted 13 No Hardstop/Passive License Monitoring 18 72. Intentionally Omitted 13 73. Intentionally Omitted 13Source Code Escrow for Licensed Product 18

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted International Bidding 2 4. Intentionally Omitted 2 Reserved 5. Intentionally Omitted 2 Reserved 6. Late Bids Rejected 2 Reserved 7. Bid Contents 3 2 8. Extraneous Terms 3 2 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted Prevailing Wage Rates - Public Works and Building Services Contracts 3 11. Taxes 3 4 12. Expenses Prior to Contract Execution 3 4 13. Advertising Results 3 4 14. Product References 3 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 Drawings 5 19. Intentionally Omitted 4 Site Inspection 5 20. Procurement Card 4 21. Intentionally Omitted 5 Reserved BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 Reserved 25. Timeframe for Offers 5 Reserved TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 6 28. Modification of Contract Terms 5 6 29. Scope Changes 6 Reserved 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 7 34. Weekend and Holiday Deliveries 6 7 35. Shipping/Receipt of Product 6 7 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 Reserved 38. Product Substitution 7 Reserved 39. Rejected Product 7 40. Intentionally Omitted Installation 7 41. Repaired or Replaced Product/ Components 7 8 42. Employees/Subcontractors/Agents 7 8 43. Assignment 7 8 44. Subcontractors and Suppliers 7 8 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 9 49. Contract Invoicing 9 10 50. Default - Authorized User 9 10 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 11 54. Toxic Substances 10 11 55. Independent Contractor 10 11 56. Security 10 11 57. Cooperation with Third Parties 10 11 58. Contract Term - Renewal 10 11 59. Warranties 10 11 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 Infringement 13 63. Limitation of Liability 12 64for Lots 1 and 2 13 63A. Limitation of Liability for Xxx 0 00 00X. Xxxxxxxxxx of Liability for Xxx 0 00 00. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65Xxxxxxxx 00 00. Intentionally Omitted 13 Software License Grant 15 66. Intentionally Omitted 13 Product Acceptance 17 67. Intentionally Omitted 13 Audit of Licensed Product Usage 17 68. Intentionally Omitted 13 Ownership/Title to Project Deliverables 17 69. Intentionally Omitted 13 Proof of License 18 70. Intentionally Omitted 13 Product Version 19 71. Intentionally Omitted 13 Changes to Product or Service Offerings 19 72. Intentionally Omitted 13 No Hardstop/Passive License Monitoring 19 73. Intentionally Omitted 13Source Code Escrow for Licensed Product 19

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B B‌ GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted International Bidding 2 4. Intentionally Omitted Bid Opening 2 5. Intentionally Omitted Bid Submission 2 6. Late Bids Rejected 2 3 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted Prevailing Wage Rates - Public Works and Building Services Contracts 3 11. Taxes 3 4 12. Expenses Prior to Contract Execution 3 4 13. Advertising Results 3 4 14. Product References 3 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 5 16. Products Manufactured in Public Institutions 4 5 17. Pricing 4 5 18. Intentionally Omitted 4 Drawings 5 19. Intentionally Omitted 4 Site Inspection 6 20. Procurement Card 4 6 21. Intentionally Omitted 5 Samples 6 BID EVALUATION 22. Bid Evaluation 5 6 23. Tie Bids 5 6 24. Quantity Changes Prior To Award 5 6 25. Timeframe for Offers 5 7 TERMS & CONDITIONS 26. Contract Creation/Execution 5 7 27. Participation in Centralized Contracts 5 7 28. Modification of Contract Terms 5 7 29. Scope Changes 6 7 30. Estimated/Specific Quantity Contracts 6 7 31. Emergency Contracts 6 7 32. Purchase Orders 6 8 33. Product Delivery 6 8 34. Weekend and Holiday Deliveries 6 8 35. Shipping/Receipt of Product 6 8 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 8 37. Re-Weighing Product 7 8 38. Product Substitution 7 8 39. Rejected Product 7 9 40. Intentionally Omitted 7 Installation 9 41. Repaired or Replaced Product/ Components 7 9 42. Employees/Subcontractors/Agents 7 9 43. Assignment 7 9 44. Subcontractors and Suppliers 7 9 45. Performance/Bid Bond 8 9 46. Suspension of Work 8 9 47. Termination 8 10 48. Savings/Force Majeure 8 10 49. Contract Invoicing 9 11 50. Default - Authorized User 9 11 51. Prompt Payments 10 11 52. Remedies for Breach 10 11 53. Assignment of Claim 10 12 54. Toxic Substances 10 12 55. Independent Contractor 10 12 56. Security 10 12 57. Cooperation with Third Parties 10 12 58. Contract Term - Renewal 10 12 59. Warranties 10 12 60. Legal Compliance 12 13 61. Indemnification 12 13 62. Indemnification Relating to Third Party Rights 12 14 63. Limitation of Liability 12 14 64. Intentionally Omitted 13 Disputes 14 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 Software License Grant 16 66. Intentionally Omitted 13 Product Acceptance 17 67. Intentionally Omitted 13 Audit of Licensed Product Usage 17 68. Intentionally Omitted 13 Ownership/Title to Project Deliverables 17 69. Intentionally Omitted 13 Proof of License 18 70. Intentionally Omitted 13 Product Version 18 71. Intentionally Omitted 13 Changes to Product or Service Offerings 19 72. Intentionally Omitted 13 No Hardstop/Passive License Monitoring 19 73. Intentionally Omitted 13Source Code Escrow for Licensed Product 19

IRAN DIVESTMENT ACT. ‌ By entering into this AgreementContract, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be To Be Non-Responsive Bidders/Offerers pursuant Pursuant to the The New York State Iran Divestment Act of 2012” list (“Prohibited Entities List”) posted on the OGS website at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this such Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this the Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the StateOGS may approve a request for Assignment of Contract. During the term of the Contract, should the state agency OGS receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency OGS will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency OGS shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1limited to, seeking compliance, recovering damages, or declaring the Contractor in default. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior OGS reserves the right to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufacturedreject any request for renewal, Recycledextension, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe or assignment for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification an entity that appears on the Prohibited Entities List prior to the renewal, extension, or assignment of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend the Contract, and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONTto pursue a responsibility review with Contractor should it appear on the Prohibited Entities List hereafter.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13PAGE

IRAN DIVESTMENT ACT. By entering into this Agreementcontract, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxxx://xxx.xx.xxx/iran-divestment-act-2012. Contractor further certifies that it will not utilize on this contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this contract, it must provide the same certification at the time the contract is renewed or extended. Contractor also agrees that any proposed Assignee of this contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the contract, should SUNY receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, SUNY will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then SUNY shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency SUNY reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in defaultindefault. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not GENERAL SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS JUNE 2014 TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted International Bidding 2 4. Intentionally Omitted Bid Opening 2 5. Intentionally Omitted Bid Submission 2 6. Late Bids Rejected 2 3 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted Prevailing Wage Rates - Public Works and Building Services Contracts 3 11. Taxes 3 4 12. Expenses Prior to Contract Execution 3 4 13. Advertising Results 3 4 14. Product References 3 4 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 5 16. Products Manufactured in Public Institutions 4 5 17. Pricing 4 5 18. Intentionally Omitted 4 Drawings 5 19. Intentionally Omitted 4 Site Inspection 6 20. Procurement Card 4 6 21. Intentionally Omitted 5 Samples 6 BID EVALUATION 22. Bid Evaluation 5 6 23. Tie Bids 5 6 24. Quantity Changes Prior To Award 5 6 25. Timeframe for Offers 5 7 TERMS & CONDITIONS 26. Contract Creation/Execution 5 7 27. Participation in Centralized Contracts 5 7 28. Modification of Contract Terms 5 7 29. Scope Changes 6 7 30. Estimated/Specific Quantity Contracts 6 7 31. Emergency Contracts 6 7 32. Purchase Orders 6 8 33. Product Delivery 6 8 34. Weekend and Holiday Deliveries 6 8 35. Shipping/Receipt of Product 6 8 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 8 37. Re-Weighing Product 7 8 38. Product Substitution 7 8 39. Rejected Product 7 9 40. Intentionally Omitted 7 Installation 9 41. Repaired or Replaced Product/ Components 7 9 42. Employees/Subcontractors/Agents 7 9 43. Assignment 7 9 44. Subcontractors and Suppliers 7 9 45. Performance/Bid Bond 8 9 46. Suspension of Work 8 9 47. Termination 8 10 48. Savings/Force Majeure 8 10 49. Contract Invoicing 9 11 50. Default - Authorized User 9 11 51. Prompt Payments 10 11 52. Remedies for Breach 10 11 53. Assignment of Claim 10 12 54. Toxic Substances 10 12 55. Independent Contractor 10 12 56. Security 10 12 57. Cooperation with Third Parties 10 12 58. Contract Term - Renewal 10 12 59. Warranties 10 12 60. Legal Compliance 12 13 61. Indemnification 12 13 62. Indemnification Relating to Third Party Rights 12 14 63. Limitation of Liability 12 14 64. Intentionally Omitted 13 Disputes 14 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 Software License Grant 16 66. Intentionally Omitted 13 Product Acceptance 17 67. Intentionally Omitted 13 Audit of Licensed Product Usage 17 68. Intentionally Omitted 13 Ownership/Title to Project Deliverables 17 69. Intentionally Omitted 13 Proof of License 18 70. Intentionally Omitted 13 Product Version 18 71. Intentionally Omitted 13 Changes to Product or Service Offerings 19 72. Intentionally Omitted 13 No Hardstop/Passive License Monitoring 19 73. Intentionally Omitted 13Source Code Escrow for Licensed Product 19

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 1-2 BID SUBMISSION 3. Intentionally Omitted International Bidding 2 4. Intentionally Omitted Bid Opening 2 5. Intentionally Omitted Bid Submission 2 6. Late Bids Rejected 2 7. Bid Contents 2-3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 Prevailing Wage Rates - Public Works and Building Services Contracts 4 11. Taxes 3 4 12. Expenses Prior to Contract Execution 3 4 13. Advertising Results 3 4 14. Product References 3 5 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 5 16. Products Manufactured in Public Institutions 4 5 17. Pricing 4 5 18. Intentionally Omitted 4 Drawings 5 19. Intentionally Omitted 4 Site Inspection 5 20. Procurement Card 4 5 21. Intentionally Omitted 5 Samples 5-6 BID EVALUATION 22. Bid Evaluation 5 6 23. Tie Bids 5 7 24. Quantity Changes Prior To Award 5 7 25. Timeframe for Offers 5 7 TERMS & CONDITIONS 26. Contract Creation/Execution 5 7 27. Participation in Centralized Contracts 5 6-7 28. Modification of Contract Terms 5 7 29. Scope Changes 6 7 30. Estimated/Specific Quantity Contracts 6 8 31. Emergency Contracts 6 8 32. Purchase Orders 6 8 33. Product Delivery 6 8 34. Weekend and Holiday Deliveries 6 8 35. Shipping/Receipt of Product 6 8 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 8 37. Re-Weighing Product 7 9 38. Product Substitution 7 9 39. Rejected Product 7 9 40. Intentionally Omitted 7 Installation 9 41. Repaired or Replaced Product/ Components 7 8-9 42. Employees/Subcontractors/Agents 7 9 43. Assignment 7 9 44. Subcontractors and Suppliers 7 9 45. Performance/Bid Bond 8 9 46. Suspension of Work 8 10 47. Termination 8 10 48. Savings/Force Majeure 8 10 49. Contract Invoicing 9 11 50. Default - Authorized User 9 11 51. Prompt Payments 10 11 52. Remedies for Breach 10 12 53. Assignment of Claim 10 12 54. Toxic Substances 10 12 55. Independent Contractor 10 12 56. Security 10 12 57. Cooperation with Third Parties 10 12 58. Contract Term - Renewal 10 12 59. Warranties 10 12-13 60. Legal Compliance 12 14 61. Indemnification 12 14 62. Indemnification Relating to Third Party Rights 12 13-14 63. Limitation of Liability 12 14 64. Intentionally Omitted 13 Disputes 15 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 Software License Grant 16 66. Intentionally Omitted 13 Product Acceptance 17 67. Intentionally Omitted 13 Audit of Licensed Product Usage 18 68. Intentionally Omitted 13 Ownership/Title to Project Deliverables 18 69. Intentionally Omitted 13 70. Intentionally Omitted 13 Proof of License 19 70.Product Version 19 71. Intentionally Omitted 13 Changes to Product or Service Offerings 19 72. Intentionally Omitted 13 No Hardstop/Passive License Monitoring 19 73. Intentionally Omitted 13Source Code Escrow for Licensed Product 19

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not GENERAL SPECIFICATIONS APPENDIX B GENERAL SPECIFICATIONS APPENDIX B GENERALSPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONT.) PAGE 361. Ethics Compliance 1 34. Title and Risk of Loss for Products Other than 2. Definitions 1 Technology Products 7 37. Re-Weighing Product 7 38BID SUBMISSION 35. Product Substitution 7 398 36. Rejected Product 7 408 3. Intentionally Omitted 7 41International Bidding 3 37. Installation 8 4. Bid Opening 3 38. Repaired or Replaced Product/ Products, Parts, or 5. Late Bids 3 Components 7 428 6. Confidential/Trade Secret Materials 3 39. Employees/Subcontractors/, Subcontractors and Agents 7 438 7. Prevailing Wage Rates - Public Works 40. Assignment 7 448 and Building Services Contracts 3 41. Subcontractors and Suppliers 7 458 8. Performance/Bid Bond 8 46Taxes 4 42. Suspension of Work 8 479. Expenses Prior to Contract Execution 4 43. Termination 8 489 10. Product References 4 44. Savings/Force Majeure 8 499 11. Remanufactured, Recycled, Recyclable, 45. Contract Invoicing 9 5010 or Recovered Materials 4 46. Default - Authorized User 9 5110 12. Products Manufactured in Public 47. Prompt Payments 10 52Institutions 4 48. Remedies for Breach 10 5313. Pricing 4 49. Assignment of Claim 10 5411 14. Site Inspection 5 50. Toxic Substances 10 5511 15. Purchasing Card 5 51. Independent Contractor 10 5611 52. Security 10 5711 BID EVALUATION 53. 54. Cooperation with Third Parties 10 58Warranties 11 11 16. Contract Term - Renewal 10 59. Warranties 10 60Bid Evaluation 5 55. Legal Compliance 12 6117. Tie Bids 5 56. Indemnification 12 6218. Quantity Changes Prior to Award 5 57. Indemnification Relating to Third Party Rights 12 63Infringement 13 19. Timeframe for Offers 5 58. Limitation of Liability 12 6413 20. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65Debriefings 5 59. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted Dispute Resolution Procedures 13

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted International Bidding 2 4. Intentionally Omitted 2 Bid Opening 3 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 86. Extraneous Terms 3 97. Confidential/Trade Secret Materials 3 108. Intentionally Omitted Prevailing Wage Rates - Public Works and Building Services Contracts 3 119. Taxes 3 124 10. Expenses Prior to Contract Execution 3 134 11. Advertising Results 3 144 12. Product References 3 154 13. Remanufactured, Recycled, Recyclable Or or Recovered Materials 4 1614. Products Manufactured in Public Institutions 4 5 15. Pricing 5 16. Drawings 5 17. Pricing 4 Site Inspection 5 18. Intentionally Omitted 4 Purchasing Card 6 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 Samples 6 BID EVALUATION 2220. Bid Evaluation 5 236 21. Tie Bids 5 246 22. Quantity Changes Prior To Award 5 256 23. Timeframe for Offers 5 6 TERMS & CONDITIONS 2624. Contract Creation/Execution 5 276 25. Official Use Only/No Personal Use 6 26. Participation in Centralized Contracts 5 286 27. Modification of Contract Terms 5 297 28. Scope Changes 6 307 29. Estimated/Specific Quantity Contracts 6 317 30. Emergency Contracts 6 327 31. Purchase Orders 6 337 32. Product Delivery 6 348 33. Weekend and Holiday Deliveries 6 358 34. Shipping/Receipt of Product 6 8 TERMS & CONDITIONS (CONT.) PAGE 3635. Title and Risk of Loss 7 378 36. Re-Weighing Product 7 388 37. Product Substitution 7 398 38. Rejected Product 7 8 39. Installation 8 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Products, Parts, or Components 7 9 41. Employees, Subcontractors and Agents 9 42. Employees/Subcontractors/Agents 7 Assignment 9 43. Assignment 7 44. Subcontractors and Suppliers 7 459 44. Performance/Bid Bond 8 469 45. Suspension of Work 8 479 46. Termination 8 489 47. Savings/Force Majeure 8 4910 48. Contract Invoicing 9 5010 49. Default - Authorized User 9 5111 50. Prompt Payments 10 5211 51. Remedies for Breach 10 5311 52. Assignment of Claim 10 5412 53. Toxic Substances 10 5512 54. Independent Contractor 10 5612 55. Security 10 5712 56. Cooperation with Third Parties 10 5812 57. Contract Term - Renewal 10 5912 58. Warranties 10 6012 59. Legal Compliance 12 6113 60. Indemnification 12 6213 61. Indemnification Relating to Third Party Rights 12 63Infringement 13 62. Limitation of Liability 12 6414 63. Intentionally Omitted 13 Dispute Resolution Procedures 14 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 64. Software License Grant 14 65. Intentionally Omitted 13 Product Acceptance 15 66. Intentionally Omitted 13 Audit of Licensed Product Usage 16 67. Intentionally Omitted 13 Ownership/Title to Project Deliverables 16 68. Intentionally Omitted 13 Proof of License 17 69. Intentionally Omitted 13 Product Version 17 70. Intentionally Omitted 13 Changes to Product or Service Offerings 17 71. Intentionally Omitted 13 No Hardstop/Passive License Monitoring 18 72. Intentionally Omitted 13 73. Intentionally Omitted 13Source Code Escrow for Licensed Product 18 GENERAL SPECIFICATIONS APPENDIX B

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxx://xxx.xxx xx.xxx/xxxxx/xxxx/xxxx/XxxxxxXxxxxxxx.xxx limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss Page 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13January 2014

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §§ 165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. xxxxx://xxx.xx.xxx/iran-divestment-act-2012 Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the StateFund. During the term of the Contract, should the state agency Fund receive information that a person (as defined in State Finance Law §§ 165-a) is in violation of the above-referenced certifications, the state agency Fund will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency Fund shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior The Fund reserves the right to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufacturedreject any bid, Recycledrequest for assignment, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe renewal or extension for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend a contract, and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONTto pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS for 30600-23149 Tires, Tubes, and Services Contract PC68490 TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13PAGE

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not GENERAL SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS JULY 2014 TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1Additional Instructions for Form DB-120.1 By signing this form, the insurance carrier identified in Box 3 on this form is certifying that it is insuring the business referenced in box "1a" for disability and/or paid family leave benefits under the New York State Disability and Paid Family Leave Benefits Law. Ethics Compliance 1 The Insurance Carrier or its licensed agent will send this Certificate of Insurance to the entity listed as the certificate holder in Box 2. Definitions 1 BID SUBMISSION 3The insurance carrier must notify the above certificate holder and the Workers' Compensation Board within 10 days IF a policy is cancelled due to nonpayment of premiums or within 30 days IF there are reasons other than nonpayment of premiums that cancel the policy or eliminate the insured from coverage indicated on this Certificate. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONTThese notices my be sent by regular mail.) PAGE 36Otherwise, this Certificate is valid for one year after this form is approved by the insurance carrier or its licensed agent, or until the policy expiration date listed in Box 3c, whichever is earlier This certificate is issued as a matter of information only and confers no rights upon the certificate holder. Title and Risk This certificate does not amend, extend or alter the coverage afforded by the policy listed, nor does it confer any rights or responsibilities beyond those contained in the referenced policy. This certificate may be used as evidence of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension a Disability and/or Paid Family Leave Benefits contract of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13insurance only while the underlying policy is in effect.

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE CERTIFICATE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. ConfidentialLIABILITY INSURANCE DATE (MM/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract CreationDD/Execution 5 27. Participation in Centralized Contracts 5 28. Modification YYYY) The XXXXX name and logo are registered marks of Contract Terms 5 29. Scope Changes 6 30. EstimatedXXXXX DATE (MM/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. ShippingDD/Receipt of Product 6 TERMS & CONDITIONS (CONT.YYYY) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13CERTIFICATE OF LIABILITY INSURANCE CERTIFICATE OF LIABILITY INSURANCE

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13Workers' Compensation Law

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE CERTIFICATE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13INSURANCE COVERAGE

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13not

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE CERTIFICATE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. ConfidentialLIABILITY INSURANCE DATE (MM/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract CreationDD/Execution 5 27. Participation in Centralized Contracts 5 28. Modification YYYY) The XXXXX name and logo are registered marks of Contract Terms 5 29. Scope Changes 6 30. EstimatedXXXXX CERTIFICATE OF LIABILITY INSURANCE DATE (MM/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. ShippingDD/Receipt of Product 6 TERMS & CONDITIONS (CONT.YYYY) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13CERTIFICATE OF LIABILITY INSURANCE

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1REQUIREMENTS FOR FEDERALLY-AIDED TRANSPORTATION PROJECTS (March 2013) There is a substantial body of requirements attached to the use of Federal highway or transportation aid. Ethics Compliance 1 2These requirements create or overlay processes, procedures, documentation requirements, authorizations, approvals and certifications that may be substantially greater or different from those that are not funded with Federal-aid and proceed under applicable State and local laws, customs and practices. Definitions 1 BID SUBMISSION 3Under Title 23 of the United States Code, the New York State Department of Transportation (NYSDOT) is responsible for the administration of transportation projects in New York State to which NYSDOT provides Federal highway or transportation-related aid. Intentionally Omitted 2 4Through this Agreement, which provides or is associated with such funding, NYSDOT delegates various elements of project and funding administration as described elsewhere in this Agreement. Intentionally Omitted 2 5In undertaking a Federally aided project, the Municipality/Sponsor, Authority or Project Manager designated under this Agreement with Federal-aid funding or project administration agrees to proceed in compliance with all the applicable Federal-aid requirements. Intentionally Omitted 2 6NYSDOT, in cooperation with FHWA, has assembled the body of Federal-aid requirements, procedures and practices in its AProcedures for Locally Administered Federal-Aid Projects@ (available through NYSDOT=s web site at: xxx.xxx.xx.xxx/xxxxxx). Late Bids Rejected 2 7In addition, the Municipality/Sponsor, Authority or Project Manager designated under this Agreement for Federal-aid funding or project administration that enters into Federally aided project construction contracts is required to physically incorporate into all its Federally aided construction contracts and subcontracts there under the provisions that are contained in Form FHWA-1273 (available from NYSDOT or electronically at: xxx.xxxx.xxx.xxx/xxxxxxxxxxxx/xxxxxxxxx/0000.xxx). Bid Contents 3 8. Extraneous Terms 3 9. ConfidentialIn addition to the referenced requirements, the attention of Municipality/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior Sponsor hereunder is directed to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend the following requirements and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13information:

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf xxxx://xxx.xxx xx.xxx/xxxxx/xxxx/xxxx/XxxxxxXxxxxxxx.xxx limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13not

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not APPENDIX B B‌ GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 4. Intentionally Omitted 2 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 9. Confidential/Trade Secret Materials 3 10. Intentionally Omitted 3 11. Taxes 3 12. Expenses Prior to Contract Execution 3 13. Advertising Results 3 14. Product References 3 15. Remanufactured, Recycled, Recyclable Or Recovered Materials 4 16. Products Manufactured in Public Institutions 4 17. Pricing 4 18. Intentionally Omitted 4 19. Intentionally Omitted 4 20. Procurement Card 4 21. Intentionally Omitted 5 BID EVALUATION 22. Bid Evaluation 5 23. Tie Bids 5 24. Quantity Changes Prior To Award 5 25. Timeframe for Offers 5 TERMS & CONDITIONS 26. Contract Creation/Execution 5 27. Participation in Centralized Contracts 5 28. Modification of Contract Terms 5 29. Scope Changes 6 30. Estimated/Specific Quantity Contracts 6 31. Emergency Contracts 6 32. Purchase Orders 6 33. Product Delivery 6 34. Weekend and Holiday Deliveries 6 35. Shipping/Receipt of Product 6 TERMS & CONDITIONS (CONT.) PAGE 36. Title and Risk of Loss 7 37. Re-Weighing Product 7 38. Product Substitution 7 39. Rejected Product 7 40. Intentionally Omitted 7 41. Repaired or Replaced Product/ Components 7 42. Employees/Subcontractors/Agents 7 43. Assignment 7 44. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 46. Suspension of Work 8 47. Termination 8 48. Savings/Force Majeure 8 49. Contract Invoicing 9 50. Default - Authorized User 9 51. Prompt Payments 10 52. Remedies for Breach 10 53. Assignment of Claim 10 54. Toxic Substances 10 55. Independent Contractor 10 56. Security 10 57. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 59. Warranties 10 60. Legal Compliance 12 61. Indemnification 12 62. Indemnification Relating to Third Party Rights 12 63. Limitation of Liability 12 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS 65. Intentionally Omitted 13 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13PAGE

IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: xxxx://xxx.xxx.xx.xxx/about/regs/docs/ListofEntities.pdf limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not GENERAL SPECIFICATIONS APPENDIX B APPENDIX B GENERAL SPECIFICATIONS TABLE OF CONTENTS GENERAL PAGE 1. Ethics Compliance 1 2. Definitions 1 BID SUBMISSION 3. Intentionally Omitted 2 International Bidding 3 4. Intentionally Omitted 2 Bid Opening 3 5. Intentionally Omitted 2 6. Late Bids Rejected 2 7. Bid Contents 3 8. Extraneous Terms 3 96. Confidential/Trade Secret Materials 3 107. Intentionally Omitted Prevailing Wage Rates - Public Works and Building Services Contracts 3 118. Taxes 3 124 9. Expenses Prior to Contract Execution 3 13. Advertising Results 3 144 10. Product References 3 154 11. Remanufactured, Recycled, Recyclable Or Recyclable, or Recovered Materials 4 1612. Products Manufactured in Public Institutions 4 1713. Pricing 4 1814. Intentionally Omitted 4 19Site Inspection 5 15. Intentionally Omitted 4 20. Procurement Purchasing Card 4 21. Intentionally Omitted 5 BID EVALUATION 2216. Bid Evaluation 5 2317. Tie Bids 5 2418. Quantity Changes Prior To to Award 5 2519. Timeframe for Offers 5 20. Debriefings 5 21. Contract Publicity 5 TERMS & CONDITIONS 2622. Contract Creation/Execution 5 276 23. Contract Term – Extension 6 24. Official Use Only/No Personal Use 6 25. Participation in Centralized Contracts 5 286 26. Modification of Contract Terms 5 296 27. Scope Changes 6 3028. Estimated/Specific Quantity Contracts 6 3129. Emergency Contracts 6 3230. Purchase Orders 6 337 31. Product Delivery 6 347 32. Weekend and Holiday Deliveries 6 357 33. Shipping/Receipt of Product 6 7 TERMS & CONDITIONS (CONT.) PAGE 3634. Title and Risk of Loss for Products Other than Technology Products 7 37. Re-Weighing Product 7 3835. Product Substitution 7 398 36. Rejected Product 7 408 37. Intentionally Omitted 7 41Installation 8 38. Repaired or Replaced Product/ Products, Parts, or Components 7 428 39. Employees/Subcontractors/, Subcontractors and Agents 7 438 40. Assignment 7 448 41. Subcontractors and Suppliers 7 45. Performance/Bid Bond 8 4642. Suspension of Work 8 4743. Termination 8 489 44. Savings/Force Majeure 8 499 45. Contract Invoicing 9 5010 46. Default - Authorized User 9 5110 47. Prompt Payments 10 5248. Remedies for Breach 10 5349. Assignment of Claim 10 5411 50. Toxic Substances 10 5511 51. Independent Contractor 10 5611 52. Security 10 5711 53. Cooperation with Third Parties 10 58. Contract Term - Renewal 10 5911 54. Warranties 10 6011 55. Legal Compliance 12 6156. Indemnification 12 6257. Indemnification Relating to Third Party Rights 12 63Infringement 13 58. Limitation of Liability 12 13 59. Dispute Resolution Procedures 13 To the extent the scope of the Solicitation or Contract includes the sale, development, maintenance, or use of information technology Products such as software, computer components, systems, or networks for the processing, and distribution, or storage, or storage of data, the following clauses shall govern, as applicable. 60. Software License Grant 14 61. Product Acceptance 15 62. Audit of Licensed Product Usage 16 63. No Hardstop or Passive License Monitoring 16 64. Intentionally Omitted 13 THE FOLLOWING CLAUSES PERTAIN TO TECHNOLOGY & NEGOTIATED CONTRACTS Ownership/Title to Project Deliverables 16 65. Intentionally Omitted 13 Proof of License 17 66. Intentionally Omitted 13 67. Intentionally Omitted 13 68. Intentionally Omitted 13 69. Intentionally Omitted 13 70. Intentionally Omitted 13 71. Intentionally Omitted 13 72. Intentionally Omitted 13 73. Intentionally Omitted 13Changes to Product or Service Offerings 17 APRIL 2016