INVITATION FOR BIDS - Corcraft

INVITATION FOR BIDSIMPORTANT: SEE “NOTICE TO BIDDERS” CLAUSES ON PAGE 13BIDS MAY BE SENT TO THE ABOVE ADDRESS OR FAXED TO (518) 434-7434 ONLY(E-Mail Bid Submissions Are NOT Acceptable)BID OPENINGTITLE: Group 40490 – LEASE VEHICLES (2012 orDATE: JULY 21, 2011Newer Truck Tractors & Van) &TIME: 2:00 PMComplete Preventive MaintenanceINVITATION FOR BIDS NUMBER:844CONTRACT PERIOD:March 1, 2012, throughFebruary 28, 2017NYS Department of Corrections and Community SupervisionDivision of Industries550 BroadwayAlbany, NY 12204http://www.corcraft.orgServicesSPECIFICATION REFERENCE:As Incorporated HereinADDRESS INQUIRIES TO:Kathleen Gallagher, Purchasing Assistant IITelephone No. (518) 436-6321, Ext. 2514E-mail address: Kathleen.Gallagher@docs.state.ny.usThe bid must be fully and properly executed by an authorized person. By signing you certify your expressauthority to sign on behalf of yourself, your company, or other entity and full knowledge and acceptanceof this INVITATION FOR BIDS, Appendix A (Standard Clauses For New York State Contracts),Appendix B (General Specifications), and Chapter 1 of the Laws of 2005 (Procurement Lobbying Act),and that all information provided is complete, true and accurate. By signing, bidder affirms that itunderstands and agrees to comply with the OGS procedures relative to permissible contacts as required by StateFinance Law §139-j (3) and §139-j (6) (b). Information may be accessed at:Procurement Lobbying: http://www.ogs.state.ny.us/aboutOgs/regulations/defaultAdvisoryCouncil.htmlBidders are requested to retain Appendix A and Appendix B for future reference.Name of Company Bidding:Bidder's Federal Tax Identification No.:Street City State Zip CountyCash Discounts will not be considered in determining low bid, but cash discounts of any size may be considered inawarding tie bids.__________________% Cash Discount for payment within 15 days of delivery and/or receipt of voucher__________________% Cash Discount for payment within 30 days of delivery and/or receipt of voucherIf you are not bidding, place an “x” in the box and return this page only. WE ARE UNABLE TO BID AT THIS TIMEBECAUSE___________________________________________________.Bidder’s Signature:Title:Phone : ( ) - ext ( )Fax : ( ) - ext ( )E-mail Address:Printed or Typed Name:Date:Toll Free Phone : ( ) - ext ( )Toll Free Fax : ( ) - ext ( )Company Web Site:

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 2& Complete Preventive Maintenance ServicesDETAILED SPECIFICATIONSSCOPE (BID SYNOPSIS):It is the intent and purpose of this Invitation for Bids to establish a term contract to provide for the lease ofvehicles and preventive maintenance services for use by the New York State Department of Corrections and CommunitySupervision, Division of Industries (Corcraft). This contract will provide for a five (5) year [sixty (60) month] lease of avariety of vehicles and the performance of preventive maintenance services. No renewals or extensions are included aspart of this bid solicitation.For Lot I, it is estimated that Corcraft will require approximately twenty-seven (27) truck tractors and one (1) vantruck annually. The lease power equipment quantities listed are estimated. Contractor will furnish additional equipmentas described in the agreement if required by Corcraft during the life of the agreement. All additional equipmentfurnished will be equal to the other units in the fleet, and the rate charged shall not exceed that of the contract rate ineffect at the time Corcraft submits notification to the contractor. However, Corcraft reserves the right to reduce thenumber of lease vehicles required within 90 days notice to the contractor. The number of vehicles to be reduced orincreased per year shall not exceed 30% of the total estimated quantities ordered (rounded to the highest wholenumber).For Lot II, it is estimated that preventive maintenance services will be required for approximately one hundredfifty (150) 42′ lead van trailers; eight (8) 45′ lead flatbed trailers; four (4) 48′ van trailers; nine (9) 53’ van trailers;thirty-two (32) 28’ van trailers with rail lift gates; fifty (50) 28’ van trailers without gates; one (1) 48’ canvas van trailerlead; one (1) 36’ lowboy trailer; two (2) tandem axle dollies; and twelve (12) single axle dollies. However, Corcraftreserves the right to reduce the number of units to be serviced upon ninety (90) days notice to the contractor. Thenumber of units to be serviced to be reduced or increased per year shall not exceed 30% of the total estimatedquantities ordered (rounded to the highest whole number).All equipment will be operated by Corcraft and only in the normal and ordinary course of its business, not inviolation of any law, rule, regulation, statute or ordinance (including legal weight limitations).It shall be the contractor’s responsibility to inform the State of any errors or omissions in these specifications, for underthe contract, the contractor shall be held fully responsible for the design, performance, reliability and operational functions of theunits supplied.LOT I: ITEM #1 - TRUCK TRACTORS, TANDEM AXLEGENERAL:It is the intent of this specification to describe a heavy-duty truck tractor designed and equipped for doublehauling. The truck shall be certified by the manufacturer as suitable for New York State Thruway operation at140,000 lb. gross weight and at a sustained 20 mph on a 3% grade.All the manufacturer’s standard equipment shall be furnished, except for the items otherwise specificallydescribed herein.No deviations from the standards of the component manufacturers will be accepted unless such deviations arecertified as approved by the engineering department of the respective manufacturer.All components shall be as recommended by the chassis manufacturer for application.All trucks delivered under this contract shall be identical and no mid-production changes shall be made.Vehicles and engines shall comply with the regulations of Federal Government and New York State (NYCRR)governing the Control of Air Pollution from New Motor Vehicles and New Motor Vehicle Engines in effect on the dateof the manufacture.CAB-CHASSIS:Wheel Base — Nominal 148″Cab-to-Axle — Approximately 78″Bumper-to-Back of Cab — Approximately 112″Set-Back Axle — as stated under “FRONT AXLE” heading later herein.CAB:Heavy-duty aerodynamically sloping hood approximately 6″ drop or more from level. Conventional cabdesigned of lightweight construction (aluminum and/or fiberglass) with tilt forward hood/fender and minimum 60″interior cab width. Engine shall be front mounted equal to Cummings ISX15 (able to meet New York State ThruwayDoubles Operation), and access shall be provided for normal outside servicing of air, oil, fuel filters, injectors and valveadjustment. No “Dog House” is acceptable.Cab rear window shall be approximately 50” W x l5″ H and/or minimum area of 750 square inches.A full width sun shield shall be mounted over windshield area with adequate opening between shield and cab roofto allow air movement.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 3& Complete Preventive Maintenance ServicesDETAILED SPECIFICATIONS (Cont’d)LOT I: ITEM #1:CAB: (Cont’d)The cab shall include the following minimum features:1. Non-Sleeper/Day Cab2. Conventional Cab (Aluminum and/or Fiberglass)3. Driver & Passenger Seats: Bostrom #915 Level Air or equal high back seat with lumbar support. Air RideLevel Air or equal companion seat. Seat belt retractors are also required (#9)4. Dual Sun Visors (RH/LH Side)5. Gauge Fuel Level, RH Tank6. Increased visibility passenger’s door7. Both driver’s and passenger’s seat to have arm rest on both sides8. Wiper Motor two-speed electric with intermittent wipers9. Grab Handles RH/LH Side (Exterior-driver’s door)10. Cab dome light overhead door and door courtesy11. In-frame Toolbox Model #30-2649 Pro-Tech; 10” depth, 22” length, water-tight (can only be installed backof cab, between frame rails or on frame rails)12. Four-way motorized/heated RH and LH mirrors with control for both on driver’s side, 90º turning13. Power side windows RH/LH with central control for both windows on Driver’s side. Individual control alsoon passenger side.14. Spot mirrors 8″ convex mounted on left and right fenders. Also spot mirrors mounted to main mirrors leftand right side.15. Rear cab air suspension16. Cloth Seat covering (Premium Model); all units same color17. Padded headliner overhead18. Coat hook behind RDR seat19. Black rubber floor mats20. Power Source for Cell Phone Charger21. AM/FM radio with CD changer22. Radio and CB antenna both Roof mounted23. CB Radio overhead mounted with tuned antenna – minimum distance must be 3 miles to reach24. Heater/Air Conditioner integral25. Deluxe fresh air heater, dual defrosters, and carousel-mounted air diffuser.26. Fresh air ventilation system, driver controlled with airflow patterns directed for optimum comfort.27. LH/RH door power window locks28. All units keyed alike29. Fire extinguisher must have aggregate rating of 20BC or greater per New York State Thruway requirement30. Tire Chains must be provided, New York State Thruway Requirement! Chain holders to be mounted onoutside of tractor frame. Pro-Tech Model #35-5951 chain holders to be used.31. Reflector Kit32. Deluxe Interior Package; all units the same (colors must all match).33. Tinted windshield and side windows; vent windows shall be operable (able to open).34. Air horn, Bendix-Westinghouse or equal, roof-mounted with left hand pull chain control.35. Electric horns, dual36. A nominal 42″ wide catwalk of safety tread steel shall be mounted across the frame rails directly behind thecab.37. Auxiliary driving lights with white lens, recess mounted in front bumper.38. Air hose and electric wire for trailer connection shall be retractable coil type with cab mounted storagebracket. Must have holder for electric tailgate cord, to be stored out of the way. Electric tailgate cord mustbe included on ALL tractors. Replacement vehicles must have power cord to run lift gate trailer.39. Door Cab, roof-mounted wind deflector, similar and equal to Rudkin-Wiley Model #AA-727. Deflectorshall not extend above trailer height (12′ 6″).INSTRUMENTS AND CONTROLS:Dash mounted instruments and controls shall include at least the following:1. Gauge Type (battery condition voltmeter)2. Fuel Level Gauge3. Engine Water Temperature Gauge4. Engine Oil Pressure Gauge5. G.P.S. Mounted in Cab and wiring harness included from factory6. Transmission Oil Temperature Gauge(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 4& Complete Preventive Maintenance ServicesDETAILED SPECIFICATIONS (Cont’d)FRONT AXLE:1. 12,000 lb. Capacity –GAWR2. Shock Absorbers (Heavy-Duty, 10,000 lb. total pad capacity)REAR AXLE:1. 40,000 lb. Capacity – GAWR2. Power Divider Lockout (Switch mounted on dashboard)3. Gear Ration for 70 MPH4. Four (4) Shock Absorbers5. Iron Hub piloted Wheel Hubs6. Four (4) Air bag type, 38,000 lb capacity compatible with drive ration, with Engine/Transmission selectioncompatible with New York State Thruway Doubles OperationsENGINE:Shall be liquid cooled diesel, turbo charged with low RPM, fuel-efficient design. Rating shall be minimum 400HP with 1,450 lbs. ft. torque at 1,200 RMPs. Engine shall be similar and equal to Cummins ISX 15L EP10.ATAAC, and shall be equipped with the following:1. Dry type air cleaner, with condition indicator2. Fuel oil/water separator3. Vertical muffler and exhaust stack, corrosion resistant, with curbside mounted weather cap and overall heightnot exceeding 12′ 6″. Heat shield/weather cap system provided shall be effective in the prevention ofpersonal injury to operating personnel.4. Automatic shut down, with distinctive audible alarm, for low oil pressure, low water level and overheating,with means for manual or automatic override.5. Engine water heater, 120V wired to block heater, with weatherproof receptacle, front driver’s side plug-in.6. Electric speed/cruise control set for 68 MPH.COOLING SYSTEM:The engine cooling system shall include the following:1. Radiator of adequate cooling capacity to efficiently allow intended double trailer hauling.2. Anti-freeze, permanent type set at -40°F and so tagged.TRANSMISSION:1. The transmission shall have a torque rating of not less than that of the engine furnished. Transmission shallbe Fuller FRO-1421 OC (.74 O/D) or equal.2. Permanent diagram of transmission shift pattern provided in a convenient location.DRIVE LINE:CLUTCH:STEERING:WHEELS:TIRES:Meritor 176N ext. lube driveline with full round yokes; Meritor 17N ext. lube inter D/L.Shall be 15.5″ diameter, dampened multiple disc type, with torque limiting clutch/brake.Tilt/Telescoping steering wheel with hydraulic power steering.Wheel system shall be hub-pilot disc type with 10-hole polished aluminum rimsTires shall be steel belted, radial ply, tubeless type, size llR x 22.5, LR-H, (16PR)(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 5& Complete Preventive Maintenance ServicesDETAILED SPECIFICATIONS (Cont’d)LOT I: ITEM #1:(Cont’d)BRAKES:Air brakes shall conform to MVSS 121 requirements, and shall include a minimum 16 CFM compressor andheated air dryer, complete with all auxiliary controls and braking protection equipment required for trailer-haulingoperations. All brakes shall be cam-operated design with non-asbestos lining. Slack adjusters shall be self-adjustingstyle.The parking brake shall be piggyback, spring set type with means for manual release in the event of a loss of airpressure. Means shall be provided to permit changing the system from an independent air supply.An emergency brake/stoplight switch shall be provided which will light the trailer stoplights when trailer air fallsbelow normal.ELECTRICAL:The charging system shall include a 12-volt, minimum 90 amperes, alternator, providing at least 20 amperes.Charge rate at engine idle and full output at approximately 75% of the governed engine speed. The system shall includea fully transistorized regulator with field relay and polarity guard.Storage batteries shall be maintenance free type, rated min. 2500 CCA @ 12 volts. Batteries shall be secured inan easily accessible, sturdy steel battery box with cover and quick release cover retainers.Hook-up light shall be installed on rear of cab, approximately 3 ft. above frame rail, located so as to provideadequate lighting to air hose and electrical hook-up.Toggle switch for unit shall be inside cab on rear wall.Back-up alarm shall also be installed.Power Source for Cell Phone Charger installed.AM/FM radio with CD changer, dash mounted and installed.CB unit, Cobra Model #25-40 channel with fiberglass antenna installed (on cab roof) and tuned for CB use with aminimum three (3) miles reachTractor must be wired to run a power tailgate. Gate will be 12 volts and a direct plug must be used to run gate.This plug and line will supply only the power tailgate on the trailer. Must be dual prong plug, Phillips Model#232626 for electric cord for power tailgate.FUEL TANKS:Two (2) fuel tanks, aluminum construction, frame mounted (one each side), minimum 200 gallon total capacityand shall be furnished with a safety tread step and top surface. The following inscription shall be provided in a clearlyvisible location convenient to the filling ports —“NO 2 DIESEL FUEL ONLY”. Fuel tanks shall be designed andinstalled to permit convenient access to the fill ports and caps. All fuel tanks must have locking gas caps keyed alike(part of new correctional facility security requirements).SPLASH GUARDS:Tandem front axle will have a ¾ fender over it. The second axle will have flaps at the end of the tractor.TIRE CHAINS:To be provided by the contractor. Chain hangers and chains mounted to outside frame using Pro-Tech Model#35-5951. (Chains needed for New York State Thruway operation). The contractor shall be responsible for themaintenance of the tire chains.FIFTH WHEEL:Fifth wheel shall be an air-released slider with valve to be dash mounted. Unit shall be frame-mounted withpositioning that will allow for 10″ set ahead and 10″ behind OD axle centerline. Must be able to slide far enough to therear to ensure trailer’s landing legs do not strike full 3/4 fenders. Coupler shall be approximately 48″ height. Fifthwheel shall be approximately 48″. Fifth wheel shall be Holland Hitch AIR RELEASE SYSTEM Model #3500Series. This will be an in-cab air release system.REFLECTIVE KIT:The reflective kit shall consist of three bi-directional, reflective triangles, conforming to Federal regulations, in areusable protective container.TRAILER ELECTRICAL CONNECTOR:Bar across back — a weatherproof electrical connection socket fully wired for all trailer requirements shall beinstalled at the rear of the cab. A trailer light interrupter switch shall be installed (dash mounted). A trailer air hosesupport, slide bar mounted to back of cab must be 36″ or greater in length.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 6& Complete Preventive Maintenance ServicesDETAILED SPECIFICATIONS (Cont’d)LOT I: ITEM #1:(Cont’d)PAINT FINISH:All Cab parts shall be cleaned and prime coated, and shall be painted white. The frame rails/axles shall bepainted black.REAR CROSS MEMBER:The rear cross member will have a pintle hook mounted in the center with two (2) chain holders on either side.The pintle hook will be used to move dollies when hooking up tandem units. There will be a seven (7) way plugmounted to the rear cross member to supply lights to the dollies; this will include stop, signal, and tail lights. Hooks willbe large enough to accommodate all of Corcraft’s dollies.NOTES:All vendors shall submit a sketch of the location of the toolbox, batteries, fuel tanks, and shall be placed ina convenient location with a well-balanced design. All vendors shall submit this sketch with their bid. All vendorsshall submit a complete set of operation, parts and service manuals. All vendors shall submit these items withtheir bid.LOT I: ITEM #2 - 22’ VAN TRUCK:CHASSIS SPECIFICATIONS:1. GVW to be 33,000 lbs.2. Cummins ISB-07-220/2600 RPM3. Allison Automatic Transmission4. 11,000 Lb. Front Axle, 12,000 Lb. Front Suspension5. 22,000 Lb. Rear Axle, 23,500 Lb. Rear Suspension (Air Ride)6. Power Source for Cell Phone Charger7. AM/FM Radio with CD Changer8. CB Radio, Cobra Model #25-40 Channel9. A.R. Suspension Driver’s High Back Seat w/lumbar support10. Bench Seat for two (2) people11. Dual Electric Horns12. LED Marking Lights13. Tinted Windshield14. Extended Sun Visor15. Tinted Door Glass16. Door-mounted Down View Mirror17. Fender or Hood mounted Convex Mirrors18. Tilt and Telescoping Steering Wheel19. Electric Powered Door Windows and Door Locks RH/LH with central control on driver’s side20. Heater/Defroster/Air Conditioner21. 130 Amp alternator22. Engine Shut Down System for oil and water23. Air Ride Suspension System Two (2) Bag Type (22,000 lb. rears)24. Driver Controlled Differential Lock for Traction Control25. Dual Fuel Tanks, 80 gallons each and must have locking gas caps26. Fuel Heaters27. Fuel/Water Separators28. Back-up Alarm29. Air Cab Mounts for Cab suspension30. Silencer Package/Thermal Insulation32. Chain Pulls for Air Tanks33. 275/80-R-22.5 Tires (Traction Rears)34. Rims Hub Piloted Polished Aluminum to be equipped with on spot automatic tire chains engaged anddisengaged from dashboard switch.35. Truck to be equipped with INTEC Video System, Dashboard Mounted in cab, Camera mounted to rear of20’ body.36. Standard Manufacturer’s Wheel Base for 20′ Body with 4″ between Body and rear of Cab37. Brakes to be Air Brake ABS System including Air Dryer, low pressure warning lights38. Electronic Wipers 2-speed with intermittent switch39. Dual Heavy Duty Batteries(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 7& Complete Preventive Maintenance ServicesDETAILED SPECIFICATIONS (Cont’d)LOT I: ITEM #2:(Cont’d)VAN BODY SPECIFICATIONS:1. 20′ Body on frame2. 96″ Wide, Max Height 12′ 6″3. Smooth Pre-painted White Aluminum Panels, Posts on 16″ Centers4. Four (4) Extra Rear Cross Members5. 1-3/8″ Laminated Hardwood Floor6. Threshold Plate 92″ W x 24″ D7. Front edge routed floor8. Recessed Steel Threshold Plate9. Two (2) Rows E Track on Sides (30″ from floor and 54″ from floor)10. Roof – One Piece Aluminum Riveted on 4″ centers11. Roof Bows 24″ centers12. Grab Handles, 1-Curbside, 1-Roadside13. Premium Rollup Rear Door14. Stainless Steel Rear Frame, with External Top Gussets15. Two (2) Dome Lights with Lighted Cab Switch16. LED Stoplights and Tail Lights on Rear Frame17. Scuff Plating ¾″ Plywood full height on front18. 12 gauge x 20″ High Steel19. 3/8″ Plywood on sides, full sheetsGATE:1. Rail Lift Gate 4,000 lb. capacity, controls on top of gate and on passenger side street level2. Ramp must be 89″ W x 72″ D + 12″ Ramp3. Anti-skid tread plate platform and ramp4. Ramp must have power down for controlled descent5. Should be equal to WALTCO WOL-45RMNOTES:All vendors shall submit a sketch of the location of the toolbox, batteries, fuel tanks, and shall be placed ina convenient location with a well-balanced design. All vendors shall submit this sketch with their bid. Allvendors shall submit a complete set of operation, parts and service manuals. All vendors shall submit these itemswith their bid.INFORMATION TO BE SUBMITTED WITH BID:A. A complete list of all company-owned full service facilities in the State of New York with their completeaddresses, telephone numbers and hours of operation. No sub-contractors will be allowed on this contract. Thislist must include the size of the rental fleet (Number of Vehicles in New York State & each location); andinclude which location will serve as the domicile location for Corcraft facility locations.Note: This list must include full service facilities as previously described herein.Facilities other than full service such as those offering tire service only or towing only must be listed separately.B. The bidder shall provide the name and phone number of their Safety Manager, who will oversee and administerthe safety services pursuant to the resultant contract.In addition, the resultant contractor will assist in accident investigations and will issue written reports to Corcraftupon request.The resultant contractor shall also notify Corcraft of all new DOT, State and Federal laws, rules and regulationsthat affect drivers and equipment.C. Written assurance that the conditions for full service facilities (including fueling) set forth in the EquipmentMaintenance and Service Section will be in effect throughout the contract period, and that no substitutions will bemade without written approval of Corcraft.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 8& Complete Preventive Maintenance ServicesDETAILED SPECIFICATIONS (Cont’d)INFORMATION TO BE SUBMITTED WITH BID:(Cont’d)D. The name, address and telephone number of the full service facility designated for: Albany (Menands), LongIsland City, Attica, Comstock, Stormville, Dannemora, Auburn, Ellenville and Beacon.E. Copy of industry Standard Schedule A, and a copy of the information (technical specifications and/or literature)for all Lot I power equipment being offered.F. As indicated in the “Notes” at the end of item description for Lot I in the Detailed Specifications:• Sketch of the location of the toolbox, batteries, fuel tanks• Complete set of operation, parts and service manuals(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 9& Complete Preventive Maintenance ServicesPLEASE USE BLACK INK OR TYPEWRITER WHENPREPARING YOUR BID. BE SURE YOU HAVEINSERTED YOUR COMPANY’S NAME IN THE BOX⇒ ⇒ ⇒ ⇒ ⇒ ⇒BidderLOT I - ITEM #1:TRUCK TRACTORS (Tandem Axle):All truck tractors shall be white and as referenced in the incorporated Detailed Specifications having a 400 horsepowerengine, including being heavy-duty designed and equipped for double hauling, and shall be supplied complete with themanufacturer’s standard equipment for both interior and exterior of the vehicle offered, except for those items otherwisereferenced in the Detailed Specifications. (Estimated Quantity – Twenty-Seven)RENTAL CHARGE (Includes cost of preventive maintenance services):EstimatedNumber Monthly Rental Number 60-Monthof Vehicles Rate/Vehicle of Months Rental AmountA) 27 x $___________ x 60 = $____________MILEAGE CHARGE:EstimatedEstimatedNumber Number of Miles 60-Monthof Vehicles Charge/Mile (60-Month Period) Mileage ChargeB) 27 x $___________ x 250,000 = $____________TOTAL 60-MONTH LEASE RATE:(Item #1: A & B)$____________Make & Model ________________________________________________________________All information to be submitted with bid, as listed on pages 7-8, is enclosed: Yes________ No________(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 10& Complete Preventive Maintenance ServicesPLEASE USE BLACK INK OR TYPEWRITER WHENPREPARING YOUR BID. BE SURE YOU HAVEINSERTED YOUR COMPANY’S NAME IN THE BOX⇒ ⇒ ⇒ ⇒ ⇒ ⇒BidderLOT I - ITEM #2:22′ VAN TRUCK:Van Trucks shall be white and as referenced in the incorporated Detailed Specifications, and shall be supplied completewith the manufacturer’s standard equipment for both interior and exterior of the vehicle offered, except for those itemsotherwise referenced in the Detailed Specifications.(Estimated Quantity – One).RENTAL CHARGE (Includes cost of preventive maintenance services):EstimatedNumber Monthly Rental Number 60-Monthof Vehicles Rate/Vehicle of Months Rental AmountA) 1 x $___________ x 60 = $____________MILEAGE CHARGE:EstimatedEstimatedNumber Number of Miles 60-Monthof Vehicles Charge/Mile (60-Month Period) Mileage ChargeB) 1 x $___________ x 60,000 = $____________TOTAL 60-MONTH LEASE RATE:(Item #2: A & B)$____________Make & Model: _________________________________________________________________________All information to be submitted with bid, as listed on pages 7-8, is enclosed: Yes________ No________(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 11& Complete Preventive Maintenance ServicesPLEASE USE BLACK INK OR TYPEWRITER WHENPREPARING YOUR BID. BE SURE YOU HAVEINSERTED YOUR COMPANY’S NAME IN THE BOX⇒ ⇒ ⇒ ⇒ ⇒ ⇒BidderLOT II - ITEM #1:*PREVENTIVE MAINTENANCE AND SERVICE:Furnish complete preventive maintenance service as described in “Schedule A-1” for the following vehicles, in accordance with theincorporated Detailed Specifications. Corcraft owns these vehicles, and the quantities are estimated at the time of bid opening.EstimatedNumber Monthly Number TotalItem Description of Vehicles Rate/Vehicle of Months AmountA) 42′ Lead Van Trailers; WabashNational, Model #SA-96 (1992) 100 x $________ x 60 = $________B) 42′ Lead Van Trailers; Trailmobile1999 Model #011A (15 with Railift Gates) 50 x $________ x 60 = $________C) 45′ Lead Flatbed Trailers;Trailmobile (1992 – 2 each & 1998 – 6 each) 8 x $________ x 60 = $________D) 48′ Trailers; Freuhauf(1990, No Tailgate) 4 x $________ x 60 = $________E) 53′ Trailers; Wabashwith swing doors (1994) 9 x $________ x 60 = $________F) 28′ 6″ Pup Trailers; Trailmobile(1999 Model #071A, with power lift gates) 28 x $________ x 60 = $________G) 28’ 6” Pup Trailers; Wabash 4 x $________ x 60 = $________(1999 with power lift gates)H) 28’ 6” Pup Trailers; Freuhauf 14 x $________ x 60 = $________(1987 with no lift gates)I) 28’6” Pup Trailers, Great DaneModel 741 (1997 – No Gate) 9 x $________ x 60 = $________J) 28’6” Pup Trailers, Stoughton(1997 – No Gate) 2 x $________ x 60 = $________K) 28’6” Pup Trailers, Monons(1989-11, no Gates; 1990-14, no Gates) 25 x $________ x 60 = $________L) 48’ Lead Trailer UtilityModel 1UY (1997 with Curtain Sides) 1 x $________ x 60 = $________M) Hyster Flatbed Trailer (1968) 1 x $________ x 60 = $________N) Dollies – Tandem Axle 2 x $________ x 60 = $________O) Dollies – Single Axle 12 x $________ x 60 = $________TOTAL BID FOR LOT II (Item #1: A-O):$_________________GRAND TOTAL BID, LOT I AND II: $*NOTE: The preventive service for the above items shall be performed in accordance with Schedule A-1. As indicated inSchedule A-1, bi-monthly (every 2 months) service includes Items #1-4 and six (6) month service includes Items #5-9.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 12& Complete Preventive Maintenance ServicesNew York StateDivision of Correctional IndustriesNON-BID RESPONSE FORMA required activity of the IFB process is the compiling of a Bid Tabulation. Ideally, this tabulation should incorporate not only those proposalssubmitted but also feedback from vendors receiving the IFB to determine why proposals were not submitted. Your cooperation in completingthis form is requested should your company/agency decide not to respond to the below identified IFB. Please forward your response to:Nancy Abraham, Supervisor CI PurchasingNew York State Division of Correctional Industries550 BroadwayAlbany, New York 12204-2802Company name:Address:City, State, Zip:Telephone:IFB Number: 844IFB Title:Lease Vehicles & Complete Preventive Maintenance ServicesMy company/agency did not bid on the above identified IFB but please leave our company/agency on your bidder’s list.My company/agency did not bid on the above identified IFB and we wish to be excluded from your bidder’s list for future RFPconsiderations.REASONS FOR NOT SUBMITTING A BIDWork or service requested not performed by the company. Please indicate your organization’s type of work or service performed:Bid request received too late. Insufficient time to plan, estimate and submit a bid.Too busy to consider bidding on this contract.Unable to meet specifications/other considerations in this proposal.Specifications in the IFB were unclear.Unwilling to accept liability or responsibility for damages.Unable to meet insurance requirements.Unable to bid on all components (i.e., all locations).Reluctant to contract with the State because of the many standard requirements.Previous unfavorable experience with state contracts/work. Please explain:Other (specify):NameTitleSignatureDate(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 13& Complete Preventive Maintenance ServicesGENERAL INFORMATIONIMPORTANT NOTICE TO POTENTIAL BIDDERS: Receipt of these bid documents does not indicate that the NYSDepartment of Corrections and Community Supervision, Division of Industries, has pre-determined your company'squalifications to receive a contract award. Such determination will be made after the bid opening and will be based onour evaluation of your bid submission compared to the specific requirements and qualifications contained in these biddocuments.NOTICE TO BIDDERS:The Commissioner of Correctional Services will receive bids pursuant to the provisions of Article XI of the StateFinance Law or the provisions of the State Printing and Public Documents Law. The following procedures shall be usedfor bid submittals:1. BID PREPARATIONPrepare your bid on this form using indelible ink. Print the name of your company on each page of the bid in theblock provided. One copy of the bid is required, unless otherwise specified herein. Bids must be complete andlegible. All Bids must be signed. All information required by the Bid Specifications must be supplied by theBidder on the forms or in the format specified. No alteration, erasure or addition is to be made to the BidDocuments. Changes may be ignored by the Commissioner or may be grounds for rejection of the Bid. Changes,corrections and/or use of white-out in the Bid or Bidder’s response portion of the Bid Document must be initialedby an authorized representative of the Bidder. Bidders are cautioned to verify their Bids before submission, asamendments to Bids or requests for withdrawal of Bids received by the Commissioner after the time specified forthe Bid opening, may not be considered.2. BID DEVIATIONSIf your bid differs from the specifications explain such deviation(s) or qualification(s); and if necessary, attach aseparate sheet. Bids must conform to the terms set forth in the Bid Documents, as extraneous terms or materialdeviations (including additional, inconsistent, conflicting or alternative terms) may render the Bid non-responsiveand may result in rejection of the Bid.Extraneous term(s) submitted on standard, pre-printed forms (including but not limited to: product literature,order forms, license agreements, contracts or other documents) that are attached or referenced with submissionsshall not be considered part of the Bid or resulting Contract, but shall be deemed included for informational orpromotional purposes only.Only those extraneous terms that meet all the following requirements may be considered as having been submittedas part of the Bid:a. Each proposed extraneous term (addition, deletion, counter-offer, deviation, or modification) must bespecifically enumerated in a writing which is not part of a pre-printed form; andb. The writing must identify the particular specification requirement (if any) that Bidder rejects or proposes tomodify by inclusion of the extraneous term; andc. The Bidder shall enumerate the proposed addition, counter offer, modification or deviation from the BidDocument, and the reasons therefore.No extraneous term(s), whether or not deemed “material,” shall be incorporated into a Contract or Purchase Orderunless submitted in accordance with the above and the Commissioner or Authorized User expressly accepts eachsuch term(s) in writing. Acceptance and/or processing of the Bid shall not constitute such written acceptance ofExtraneous Term(s).3. BID SUBMISSIONWhen submitting your bid, only the following pages of this solicitation are required: the Cover Page and all pagesfrom your bid prices through the end of all bidder questions and required certifications. You are NOT required tosubmit the bid pages containing the general information, detailed specifications, Appendix A to this office. Youmay keep all those pages for your own reference.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 14& Complete Preventive Maintenance ServicesNOTICE TO BIDDERS: (Cont’d)GENERAL INFORMATION (Cont’d)4. BID DELIVERYBidders assume all risks for timely, properly submitted deliveries. Bidders are strongly encouraged to arrangefor delivery of bids to Correctional Services, Division of Industries prior to the date of the bid opening. LATEBIDS may be rejected. E-mail bid submissions are not acceptable and will not be considered.• Bid envelopesAn envelope containing a bid should be marked "BID ENCLOSED" and state the Bid Number, BidOpening Date, and Time on the envelope containing the sealed bid. Failure to complete all information onthe bid envelope may necessitate the premature opening of the bid and may compromise confidentiality. Inthe event that a Bidder fails to provide such information on the return Bid envelope or shipping material, thereceiving entity reserves the right to open the shipping package or envelope to determine the proper Bidnumber or Product group, and the date and time of Bid opening. Bidder shall have no claim against thereceiving entity arising from such opening and such opening shall not affect the validity of the Bid or theprocurement.Notwithstanding the receiving agency’s right to open a Bid to ascertain the foregoing information, Bidderassumes all risk of late delivery associated with the Bid not being identified, packaged or labeled inaccordance with the foregoing requirements.Bids shall be delivered to:NYS Department of Corrections and Community SupervisionDivision of Industries550 BroadwayAlbany, NY 12204• FAX transmittalsAs allowed by this solicitation, fax transmittals shall be sent to:(518) 434-7434 ONLY.Unless specifically prohibited by the terms of the Bid Specifications, facsimile Bids may be SUBMITTEDAT THE SOLE OPTION AND RISK OF THE BIDDER. Only the FAX number(s) indicated in the BidSpecifications may be used. Access to the facsimile machine(s) is on a “first come, first serve” basis, and theCommissioner bears no liability or responsibility and makes no guarantee whatsoever with respect to theBidder’s access to such equipment at any specific time. Bidders are solely responsible for submission andreceipt of the entire facsimile Bid by the Authorized User prior to Bid opening and must include on the firstpage of the transmission the total number of pages transmitted in the facsimile, including the cover page.Incomplete, ambiguous or unreadable transmissions in whole or in part may be rejected at the sole discretionof the Commissioner. Facsimile Bids are fully governed by all conditions outlined in the Bid Documents andmust be submitted on forms or in the format required in the Bid Specifications, including the executedsignature page and acknowledgment.• Authentication of Facsimile BidsThe act of submitting a Bid by facsimile transmission, including an executed signature page or as otherwisespecified in the Bid Documents, shall be deemed a confirming act by Bidder which authenticates the signingof the Bid.In addition, you only need to submit the pages described under the “Bid Submission” paragraph noted above.• Hand deliveriesBidders assume all risks for timely, properly submitted deliveries.Any Bid received at the specified location after the time specified will be considered a late Bid. A late Bidshall not be considered for award unless: (i) no timely Bids meeting the requirements of the Bid Documentsare received or, (ii) in the case of a multiple award, an insufficient number of timely Bids were received tosatisfy the multiple award; and acceptance of the late Bid is in the best interests of the Authorized Users.Bids submitted for continuous or periodic recruitment contract awards must meet the submissionrequirements associated with their specifications. Delays in United States mail deliveries or any other meansof transmittal, including couriers or agents of the Authorized User shall not excuse late Bid submissions.Similar types of delays, including but not limited to, bad weather, or security procedures for parking andbuilding admittance shall not excuse late Bid submissions. Determinations relative to Bid timeliness shall beat the sole discretion of the Commissioner.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 15& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)CONFIDENTIAL/TRADE SECRET MATERIALS:a. ContractorConfidential, trade secret or proprietary materials as defined by the laws of the State of New York must be clearlymarked and identified as such upon submission by the Bidder. Marking the Bid as “confidential” or “proprietary”on its face or in the document header or footer shall not be considered by the Commissioner or Authorized User tobe sufficient without specific justification as to why disclosure of particular information in the Bid would causesubstantial injury to the competitive position of the Bidder. Bidders/Contractors intending to seek an exemptionfrom disclosure of these materials under the Freedom of Information Law must request the exemption in writing,setting forth the reasons for the claimed exemption. Acceptance of the claimed materials does not constitute adetermination on the exemption request, which determination will be made in accordance with statutoryprocedures. Properly identified information that has been designated confidential, trade secret, or proprietary bythe Bidder will not be disclosed except as may be required by the Freedom of Information Law or other applicableState and federal laws.b. Commissioner or Authorized UserContractor further warrants, covenants and represents that any confidential information obtained by Contractor, itsagents, Subcontractors, officers, distributors, resellers or employees in the course of performing its obligations,including without limitation, security procedures, business operations information, or commercial proprietaryinformation in the possession of the State or any Authorized User hereunder or received from another third party,will not be divulged to any third parties. Contractor shall not be required to keep confidential any such materialthat is publicly available through no fault of Contractor, independently developed by Contractor without relianceon confidential information of the Authorized User, or otherwise obtained under the Freedom of Information Actor other applicable New York State laws and regulations. This warranty shall survive termination of this Contract.Contractor further agrees to take appropriate steps as to its agents, Subcontractors, officers, distributors, resellersor employees regarding the obligations arising under this clause to insure such confidentiality.RELEASE OF BID EVALUATION/MATERIAL:Requests concerning the evaluation of Bids may be submitted under the Freedom of Information Law.Information, other than statistical or factual tabulations or data such as the Bid Tabulation, shall only be released asrequired by law after Contract award. Bid Tabulations are not maintained for all procurements. Names of Bidders maybe disclosed after Bid opening upon request. Written requests should be directed to the Commissioner.FREEDOM OF INFORMATION LAW:During the evaluation process, the content of each Bid will be held in confidence and details of any Bid will not berevealed (except as may be required under the Freedom of Information Law or other State law). The Freedom ofInformation Law provides for an exemption from disclosure for trade secrets or information the disclosure of whichwould cause injury to the competitive position of commercial enterprises. This exception would be effective bothduring and after the evaluation process. If the Bid contains any such trade secret or other confidential or proprietaryinformation, it must be accompanied in the Bid with a written request to the Commissioner to not disclose suchinformation. Such request must state with particularity the reasons why the information should not be available fordisclosure and must be provided at the time of submission of the Bid. Notations in the header, footer or watermark ofthe Bid Document will not be considered sufficient to constitute a request for non-disclosure of trade secret or otherconfidential or proprietary information. Where a Freedom of Information request is made for trademark or otherconfidential or proprietary information, the Commissioner reserves the right to determine upon written notice to theBidder whether such information qualifies for the exemption for disclosure under the law. Notwithstanding the above,where a Bid tabulation is prepared and Bids publicly opened, such Bid tabulation shall be available upon request.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 16& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)TAXES:a. Unless otherwise specified in the Bid Specifications or Contract, the quoted Bid price includes all taxes applicableto the transaction.b. Purchases made by the State of New York and certain non-State Authorized Users are exempt from New YorkState and local sales taxes and, with certain exceptions, federal excise taxes. To satisfy the requirements of theNew York State Sales tax exemption, either the Purchase Order issued by a State Agency or the invoice forwardedto authorize payment for such purchases will be sufficient evidence that the sale by the Contractor was made tothe State, an exempt organization under Section 1116 (a) (1) of the Tax Law. Non-State Authorized Users mustoffer their own proof of exemption upon request. No person, firm or corporation is, however, exempt from payingthe State Truck Mileage and Unemployment Insurance or Federal Social Security taxes, which remain the soleresponsibility of the Bidder/Contractor.c. Pursuant to Revised Tax Law 5-a, Contractor will be required to furnish sales tax certification on its behalf and forits affiliates, and subcontractors for Contracts with a value greater than $100,000 in accordance with provisions ofthe law.d. Purchases by Authorized Users other than the State of New York may be subject to certain taxes which were notincluded the Bid price, and in those instances the tax should be computed based on the Contract price and added tothe invoice submitted to such entity for payment.EXPENSES PRIOR TO CONTRACT EXECUTION:The Commissioner and any Authorized User(s) are not liable for any costs incurred by a Vendor, Bidder orContractor in the preparation and production of a Bid, Mini-Bid or best and final offers or for any work performed priorto Contract execution.ADVERTISING RESULTS:The prior written approval of the Commissioner is required in order for results of the Bid to be used by theContractor as part of any commercial advertising. The Contractor shall also obtain the prior written approval of theCommissioner relative to the Bid or Contract for press or other media releases.PRODUCT REFERENCES:a. “Or Equal” In all Bid Specifications the words “or equal” are understood to apply where a copyrighted, brandname, trade name, catalog reference, or patented Product is referenced. References to such specific Product areintended as descriptive, not restrictive, unless otherwise stated. Comparable Product will be considered if proof ofcompatibility is provided, including appropriate catalog excerpts, descriptive literature, specifications and testdata, etc. The Commissioner’s decision as to acceptance of the Product as equal shall be final.b. Discrepancies in References In the event of a discrepancy between the model number referenced in the BidSpecifications and the written description of the Products which cannot be reconciled, with respect to suchdiscrepancy, then the written description shall prevail.PRICING:a. Unit Pricing If required by the Bid Specifications, the Bidder should insert the price per unit specified and theprice extensions in decimals, not to exceed four places for each item unless otherwise specified, in the Bid. In theevent of a discrepancy between the unit price and the extension, the unit price shall govern unless, in the solejudgment of the Commissioner, such unit pricing is obviously erroneous.b. Net Pricing Unless otherwise required by the Bid Specifications, prices shall be net, including transportation,customs, tariff, delivery and other charges fully prepaid by the Contractor to the destination(s) indicated in the BidSpecifications, subject to the cash discount.c. “No Charge” Bid When Bids are requested on a number of Products as a Group or Lot, a Bidder desiring to Bid“no charge” on a Product in the Group or Lot must clearly indicate such. Otherwise, such Bid may be consideredincomplete and be rejected, in whole or in part, at the discretion of the Commissioner.d. Best and Final Prices As specified in the Bid Documents and Contract, a Contractor may be solicited at the timeof issuance of a Purchase Order or Mini-Bid award for best and final pricing for the Product or service to bedelivered to the Authorized User. Contractors are encouraged to reduce their pricing upon receipt of such request.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 17& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)DRAWINGS:a. Drawings Submitted With Bid When the Bid Specifications require the Bidder to furnish drawings and/or plans,such drawings and/or plans shall conform to the mandates of the Bid Documents and shall, when approved by theCommissioner, be considered a part of the Bid and of any resulting Contract. All symbols and otherrepresentations appearing on the drawings shall be considered a part of the drawing.b. Drawings Submitted During the Contract Term Where required to develop, maintain and deliver diagrams or othertechnical schematics regarding the scope of work, Contractor shall do so on an ongoing basis at no additional charge,and must, as a condition of payment, update drawings and plans during the Contract term to reflect additions,alterations, and deletions. Such drawings and diagrams shall be delivered to the Authorized User’s representative.c. Accuracy of Drawings Submitted All drawings shall be neat and professional in manner and shall be clearlylabeled as to locations and type of product, connections and components. Drawings and diagrams are to be incompliance with accepted drafting standards. Acceptance or approval of such plans shall not relieve theContractor from responsibility for design or other errors of any sort in the drawings or plans, or from itsresponsibility for performing as required, furnishing product, services or installation, or carrying out any otherrequirements of the intended scope of work.BID EVALUATION:The Commissioner reserves the right to accept or reject any and all Bids, or separable portions of offers, andwaive technicalities, irregularities, and omissions if the Commissioner determines the best interests of the State will beserved. The Commissioner, in his/her sole discretion, may accept or reject illegible, incomplete or vague Bids andhis/her decision shall be final. A conditional or revocable Bid which clearly communicates the terms or limitations ofacceptance may be considered, and Contract award may be made in compliance with the Bidder’s conditional orrevocable terms in the offer.CONDITIONAL BID:Unless the Bid Specifications provides otherwise, a Bid is not rendered non-responsive if the Bidder specifies thatthe award will be accepted only on all or a specified group of items or Product included in the specification. It isunderstood that nothing herein shall be deemed to change or alter the method of award contained in the BidDocuments.CLARIFICATIONS / REVISIONS:Prior to award, the Commissioner reserves the right to seek clarifications, request Bid revisions, or to request anyinformation deemed necessary for proper evaluation of Bids from all Bidders deemed to be eligible for Contract award.Failure to provide requested information may result in rejection of the Bid.EQUIVALENT OR IDENTICAL BIDS:In the event two offers are found to be substantially equivalent, price shall be the basis for determining the awardrecipient. If two or more Bidders submit substantially equivalent Bids as to pricing or other factors, the decision of theCommissioner to award a Contract to one or more of such Bidders shall be final.PERFORMANCE AND RESPONSIBILITY QUALIFICATIONS:The Commissioner reserves the right to investigate or inspect at any time whether or not the Product, services,qualifications or facilities offered by the Bidder/Contractor meet the requirements set forth in the BidSpecifications/Contract or as set forth during Contract negotiations. Contractor shall at all times during the Contractterm remain responsible and responsive. A Bidder/Contractor must be prepared, if requested by the Commissioner, topresent evidence of legal authority to do business in New York State, integrity, experience, ability, prior performance,organizational and financial capacity as well as where applicable, a statement as to supply, plant, machinery andcapacity of the manufacturer or source for the production, distribution and servicing of the Product offered/Bid. If theCommissioner determines that the conditions and terms of the Bid Documents, Bid Specifications or Contract are notcomplied with, or that items, services or Product proposed to be furnished do not meet the specified requirements, orthat the legal authority, integrity experience, ability, prior performance, organization and financial capacity or facilitiesare not satisfactory, the Commissioner may reject such Bid or terminate the Contract.DISQUALIFICATION FOR PAST PERFORMANCE AND FINDINGS OF NON-RESPONSIBILITY:Bidder may be disqualified from receiving awards if Bidder, or anyone in Bidder’s employment, has previouslyfailed to perform satisfactorily in connection with public Bidding or contracts or is deemed non-responsible.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 18& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)QUANTITY CHANGES PRIOR TO AWARD:The Commissioner reserves the right, at any time prior to the award of a specific quantity Contract, to alter ingood faith the quantities listed in the Bid Specifications. In the event such right is exercised, the lowest responsibleBidder meeting Bid Specifications will be advised of the revised quantities and afforded an opportunity to extend orreduce its Bid price in relation to the changed quantities. Refusal by the low Bidder to so extend or reduce its Bid pricemay result in the rejection of its Bid and the award of such Contract to the lowest responsible Bidder who accepts therevised qualifications.NON-COLLUSIVE BIDDING CERTIFICATION:(Reference: State Finance Law Section 139-d and Appendix A, Clause 7)By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case ofa joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of itsknowledge and belief:(1) The prices in this bid have been arrived at independently without collusion, consultation, communication, oragreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder orwith any competitor;(2) Unless otherwise required by law, the prices which have been quoted in this bid have not been knowinglydisclosed by the bidder and will not knowingly be disclosed by the bidder prior to opening, directly or indirectly, to anyother bidder or to any competitor; and(3) No attempt has been made or will be made by the bidder to induce any other person, partnership or corporationto submit or not submit a bid for the purpose of restricting competition.In the event that the bidder is unable to certify as stated above, the bidder shall provide a signed statement whichsets forth in detail the reasons why the bidder is unable to furnish the certificate as required in accordance with StateFinance law Section 139-d(1)(b).SUMMARY OF POLICY AND PROHIBITIONS ON PROCUREMENT LOBBYING:In reference to State Finance Law §§139-j and 139-k, this bid includes and imposes certain restrictions oncommunications between the Division of Industries and the bidder during the procurement process. The bidder isrestricted from making contacts from the date of bid advertisement in the NYS Contract Reporter through final approvalof the contract award by the Office of the State Comptroller, with anyone other than designated Division of Industriesstaff, unless it is contact that is among certain statutory exceptions as per State Finance Law Section 139-j(3)(a).Designated staff is identified on the cover page of this Invitation for Bids. Division of Industries employees are alsorequired to obtain certain information when contacted during the “restricted period” and to make a determination ofresponsibility of the bidder pursuant to these two statutes. Certain findings of non-responsibility can result in rejection ofthe bid, and in the event of two findings within a four-year period, the bidder is debarred from obtaining future Statecontracts. Further information about these requirements can be found athttp://www.ogs.state.ny.us/aboutOgs/regulations/defaultAdvisoryCouncil.html.DISPUTE RESOLUTION POLICY:It is the policy of the Division of Industries to provide vendors with an opportunity to administratively resolvedisputes, complaints or inquiries related to bid solicitations or contract awards. Division of Industries encourages vendorsto seek resolution of disputes through consultation with Industries staff. All such matters will be accorded impartial andtimely consideration. Interested parties may also file formal written disputes.ELECTRONIC PAYMENTS:The Office of the State Comptroller (OSC) offers an "electronic payment" option in lieu of issuing checks.Contact OSC to obtain an information packet at 518-474-4032, or e-mail to epunit@osc.state.ny.us, or visit their websiteat http://www.osc.state.ny.us/epay/index.htm.APPENDIX A:Appendix A, Standard Clauses For New York State Contracts, dated November 2010, attached hereto, is herebyexpressly made a part of this Bid Document as fully as if set forth at length herein. Please retain this document forfuture reference.APPENDIX B:Appendix B, Department of Corrections and Community Supervision General Specifications, dated July 2006,attached hereto, is hereby expressly made a part of this Bid Document as fully as if set forth at length herein and shallgovern any situations not covered by this Bid Document or Appendix A. Please retain this document for futurereference.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 19& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)APPENDIX B NOTES:The following Appendix B clauses are hereby modified for the purposes of this solicitation:TIMEFRAME FOR OFFERS:The Commissioner reserves the right to make awards within ninety (90) days after the date of the Bid. Bids mustremain firm and cannot be withdrawn. Pursuant to Section 163(9)(e) of the State Finance Law and Section 2-205 of theUniform Commercial Code when applicable, where an award is not made within the ninety (90) day period or othertime specified as set forth in the Bid Documents, the Bids shall remain firm until such later time as either a Contract isawarded or the Bidder delivers to the Commissioner written notice of the withdrawal of its Bid. Any Bid whichexpressly states therein that acceptance must be made within a shorter specified time, may at the sole discretion of theCommissioner, be accepted or rejected.CONFLICT OF TERMS AND CONDITIONS:Conflicts between documents shall be resolved in the following order of precedence:a. Appendix Ab. This Invitation For Bidsc. Appendix Bd. Bidder’s BidNYS STANDARD VENDOR RESPONSIBILITY QUESTIONNAIRE:Bidder agrees to fully and accurately complete the NYS Standard Vendor Responsibility Questionnaire(hereinafter the “Questionnaire”). The Bidder acknowledges that the State’s execution of the Contract will be contingentupon the State’s determination that the Bidder is responsible, and that the State will be relying upon the Bidder’sresponses to the Questionnaire in making that determination. The Bidder agrees that if it is found by the State that theBidder’s responses to the Questionnaire were intentionally false or intentionally incomplete, on such finding, theDivision of Industries may terminate the Contract by providing ten (10) days written notification to the Contractor. In nocase shall such termination of the Contract by the State be deemed a breach thereof, nor shall the State be liable for anydamages for lost profits or otherwise, which may be sustained by the Contractor as a result of such termination.It is the sole responsibility of the resultant contractor, at any time throughout the contract period, topromptly notify the VendRep System or the Division of Industries of any changes to its original responses in thequestionnaire. Failure to do so may be sufficient cause for termination of the contract.TAX LAW § 5-A (Amended April 26, 2006):Tax Law § 5-a, as amended on April 26, 2006, requires certain contractors who are awarded state contracts forcommodities and/or services valued at more than $100,000 (over the full term of the contract, excluding renewals) tocertify to the Department of Taxation and Finance (DTF) they are registered to collect New York State (NYS) and localsales and compensating use taxes. The law applies to contracts where the total amount of the contractor’s sales deliveredinto NYS exceed $300,000 for the four quarterly periods immediately preceding the quarterly period when thecertification is made; and with respect to any affiliates and subcontractors whose sales delivered into NYS also exceed$300,000 in the same manner as noted above for the contractor.This law imposes upon certain contractors the obligation to certify whether or not the contractor, its affiliates, andits subcontractors are required to register to collect state sales and compensating use tax. The contractors must certify toDTF that each affiliate and subcontractor exceeding the sales threshold is registered with DTF to collect such State andlocal sales and compensating use taxes. The law prohibits the Comptroller, or other approving agency, from approving acontract to a vendor who is not registered in accordance with the law.There are two (2) Contractor certification forms, with instructions, attached to this bid. Form ST-220-TD is to beremoved from this bid and submitted directly to DTF. Submission to DTF is a one-time occurrence. If you havealready submitted this form to DTF for other bidding opportunities, you do not need to submit the form attached tothis bid. If, however, any certification information changes, a new ST-220-TD must be filed with DTF. Form ST-220-CA must be completed and submitted with this bid. This form certifies to the procuring agency that thecontractor has filed ST-220-TD with DTF in compliance with the law.Bidders should complete and submit the certification forms within two business days of request (if the forms arenot submitted to DTF and/or and returned with bid). Bidders shall take the necessary steps to provide properly certifiedforms within a timely manner to ensure compliance with the law, as failure to do so may render a bidder non-responsiveand non-responsible.Vendors may call DTF at 1-800-698-2909 for any and all questions relating to Tax Law § 5-a, and relating to acompany's registration status with DTF. For additional information and frequently asked questions, please refer to theDTF web site: http://www.nystax.gov.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 20& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)MERCURY-ADDED CONSUMER PRODUCTS:Bidders are advised that effective January 1, 2005, Article 27, Title 21 of the Environmental Conservation Lawbans the sale or distribution free of charge of fever thermometers containing mercury (except by prescription written by aphysician), and bans the sale or distribution free of charge of elemental mercury other than for medical pre-encapsulateddental amalgam, research, or manufacturing purposes due to the hazardous waste concerns of mercury. Further, effectiveJuly 12, 2005, manufacturers are now required to label mercury-added consumer products that are sold or offered for salein New York State by a distributor or retailer. The label is intended to inform consumers of the presence of mercuryin such products and of the proper disposal or recycling of mercury-added consumer products. Bidders areencouraged to contact the Department of Environmental Conservation, Bureau of Solid Waste, Reduction &Recycling at (518) 402-8705, or the Bureau of Hazardous Waste Regulation at 1-800-462-6553 with questionsrelating to the law. Bidders may also visit the Department’s website for additional information:http://www.dec.state.ny.us/website/dshm/redrecy/c145home.htmlINQUIRIES/DESIGNATED CONTACTS:All inquiries concerning this bid solicitation shall be addressed to the designated Division of Industries staffmember whose name appears on the cover page of this Invitation for Bids.If the designated staff member is unavailable, the following Secondary Contacts may be reached:Nancy Abraham, Purchasing Supervisor, at (518) 436-6321, Ext. 2510, or by email at Nancy.Abraham@docs.state.ny.usor Austin Saddlemire, Shipping Supervisor, at (518) 436-6321, Ext. 2406, or by email atAustin.Saddlemire@docs.state.ny.us.Contacting anyone else other than designated herein may result in rejection of bid. See details under the“Procurement Lobbying Act” clause on Page 18 of this bid.All questions should be submitted in writing no later than 14 calendar days prior to bid opening, citing theparticular bid section. All clarifications and exceptions are to be resolved prior to submission of a bid. Bidders enteringinto a contract with the State are expected to comply with all terms and conditions contained herein. Answers toquestions of a substantive nature will be passed along to all prospective bidders in the form of a PurchasingMemorandum, which will become a part of the bid solicitation and subsequent contract award. It is incumbent on theprospective bidder to notify the Division of Industries of any term, condition, etc., that precludes the vendor fromsubmitting a bid.CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESSPARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIEDMINORITY/WOMEN-OWNED BUSINESSESIn accordance with Article 15-A of the New York State Executive Law (Participation by Minority GroupMembers and Women with Respect to State Contracts) and in conformance with the Regulations promulgated by theMinority and Women’s Business Development Division of the New York State Department of Economic Developmentset forth at 5 NYCRR Parts 140-144, the Offerer/Contractor agrees to be bound by the following to promote equality ofeconomic opportunities for minority group members and women, and the facilitation of minority and women-ownedbusiness enterprise participation on all covered Division of Industries contracts.a. Equal Employment Opportunity RequirementsBy submission of a bid or proposal in response to this solicitation, the Offerer agrees with all of the terms andconditions of Appendix A including Clause 12 - Equal Employment Opportunities for Minorities and Women.The contractor is required to ensure that the provisions of Appendix A clause 12 – Equal EmploymentOpportunities for minorities and women, are included in every subcontract in such a manner that the requirementsof these provisions will be binding upon each subcontractor as to work in connection with the State contract.b. Participation Opportunities for New York State Certified Minorities and Women-Owned BusinessesAuthorized Users are encouraged to make every good faith effort to promote and assist the participation ofNew York State Certified Minority and Women-owned Business Enterprises (M/WBE) as subcontractors andsuppliers on this contract for the provision of services and materials. To locate New York State CertifiedM/WBEs, the directory of Certified Businesses can be viewed at:http://www.empire.state.ny.us/Small_and_Growing_Businesses/mwbe.aspThe prime contractor agrees that he/she shall make “Good Faith Efforts” to subcontract at least (7%) percentminority business enterprise at least (7%) percent women’s business enterprise of the total dollar value of thecontract. The goal shall be contained in conformance with Appendix B-I participation by minority groupmembers and women with respect to State contracts as outline in Article 15-A of the Executive Law. Failure toobtain these percentages or demonstrate positive efforts to do so may lead to withholding of payments(s).(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 21& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)DEBRIEFING:A bidder will be accorded fair and equal treatment with respect to its opportunity for debriefing. Prior to contractaward, the Division of Industries shall, upon request, provide a debriefing which would be limited to review of thatbidder’s proposal or bid. After contract award, the Division of Industries shall, upon request, provide a debriefing to anyunsuccessful bidder that responded to the solicitation, regarding the reason that the proposal or bid submitted by suchbidder was not selected for a contract award. The post-award debriefing should be requested in writing within 30 days ofposting of the contract award on the Corcraft website.DEFINITIONS:Lessee:Lessor:The NYS Department of Corrections and Community Supervision, Division of Industries(Corcraft)The contractor/vendorPRICE:Price shall be net F.O.B. to New York State Department of Corrections and Community Supervision, Division ofIndustries (Corcraft), 550 Broadway, Albany, New York 12204-2802. All vehicles furnished shall be white and have afull tank of fuel upon delivery. All vehicles shall be delivered to Corcraft (Menands, NY) for inspection, then deliveredby the contractor to its final domicile location.METHOD OF AWARD:Award shall be made by Grand Total Bid for Lots I & II combined to the lowest responsive and responsiblebidder. Contract will be awarded to bidder whose pricing is considered to be reasonable as determined by the Division ofIndustries. Bidders may offer vehicles from more than one manufacturer.The State reserves the right to make “NO AWARD” of the contract. The State also reserves the right to reject anobviously unbalanced bid or to make "NO AWARD" on individual listings or sub-items if individual bid prices aredeemed to be unbalanced or excessive or if an error in the solicitation becomes evident. In such case, ranking andevaluation of bids may be made on remaining items. Award would be made on the remaining items. The determinationof an unbalanced bid shall be at the sole discretion of the State. Options contained in this paragraph shall also be at theState's sole discretion.GOVERNMENT MANDATED PROGRAM PRICE ADJUSTMENT:An adjustment in price may be permitted if a government mandated program, such as a new standard foremissions, take effect and suitable documentation is furnished to the State and the State determines the requested pricechange is verifiable and reasonable.INCORRECT REFERENCE:If an incorrect reference number is stated by the State or by the bidder, the State reserves the right to consider theproper evident component/product.ESTIMATED QUANTITIES:Estimated quantity contracts are expressly agreed and understood to be made for only the quantities, if any,actually ordered during the Contract term. No guarantee of any quantity(s) is implied or given. Purchases byAuthorized Users from Contracts for services and technology are voluntary.With respect to any specific quantity stated in the contract, the Commissioner reserves the right after award toorder up to 20% more or less (rounded to the next highest whole number) than the specific quantities called for in theContract. Notwithstanding the foregoing, the Commissioner may purchase greater or lesser percentages of Contractquantities should the Commissioner and Contractor so agree. Such agreement may include an equitable priceadjustment.The quantities listed are estimated only. Unless otherwise stated the estimated quantities are annual usage.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 22& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)CONTRACT PAYMENTS:Contractor shall provide complete and accurate billing invoices to the Agency in order to receive payment. Billinginvoices submitted to the Agency must contain all information and supporting documentation required by the Contract,the Agency and the State Comptroller. Payment for invoices submitted by the Contractor shall only be renderedelectronically unless payment by paper check is expressly authorized by the Commissioner, in the Commissioner’s solediscretion, due to the extenuating circumstances. Such electronic payment shall be made in accordance with ordinaryState procedures and practices. The contractor shall comply with the State Comptroller’s procedures to authorize electricpayments. Authorization forms are available at the State Comptroller’s website at www.osc.state.ny.us/epay/index.htm ,by email at epunit@osc.state.ny.us, or by telephone at (518) 474-4032. Contractor acknowledges that it will not receivepayment on any invoices submitted under this Contract if it does not comply with the State Comptroller’s electronicpayment procedures, except where the Commissioner has expressly authorized payment by paper check as set forthabove. Unless otherwise specified payment will be made 30 calendar days a/r/o and proper invoicing before interest mayaccrue. See “NYS Prompt Payment Law”.VENDOR RESPONSIBILITY DISCLOSURE:All bidders are required to complete the “Vendor Responsibility Questionnaire” and “Certifications ofCompliance and Understanding with State Finance Law Sections 139-j and 139-k” appearing within thisInvitation for Bids. Any finding of non-responsibility may be sufficient cause for rejection of bid; or, in the eventof determination made after an award, termination of the contract.It is the sole responsibility of the resultant contractor, at any time throughout the contract period, to promptlynotify the Division of Industries of any changes to its original responses in the questionnaire. Failure to do so may besufficient cause for termination of the contract.PROCUREMENT LOBBYING TERMINATION:In accordance with the “Vendor Responsibility Disclosure” clause and/or “Termination – for Cause” inAppendix B, General Specifications and/or New York State Finance Law Section 139-k and/or Tax Law § 5-a, theDivision of Industries reserves the right to terminate a contract by providing ten (10) days written notification to theContractor, for cause in the event of determination made after an award with respect to vendor non-responsibility, or inthe event of determination that certification filed in accordance with State Finance Law Section 139-k and/or Tax Law §5-a was intentionally false or intentionally incomplete.DELIVERY:All vehicles and equipment supplied by vendor shall be delivered “new” (2012 Model Year or newer) from themanufacturer. Deliveries shall be made on the start date of the State approved contract.In the event the contractor fails to timely deliver pursuant to the guaranteed delivery terms of any contractresulting from this bid, the Division of Industries may temporarily rent substitute equipment. Any monies that wouldhave not otherwise been expended for such rental shall, upon demand, be promptly reimbursed by the contractor.CONTRACTOR'S NOTES:1. Contractor shall furnish the agency with written acknowledgement of the shipping date at least two weeks prior toshipment. Failure to comply may be cause for the initiation of contract default proceedings.2. If shipment will not be made within the guaranteed delivery time, the contractor is required to notify the agency inwriting at least two weeks prior to the latest date of the original delivery obligation. This notification must include thereasons for the delay and the latest date the material will be shipped. Should the delay be not acceptable to the usingagency, appropriate contract default proceedings will be initiated. Failure to supply timely written notification of delaymay be cause for default proceedings.All correspondence for the aforementioned two points shall be directed to:NYS Department of Corrections andCommunity SupervisionDivision of Industries and Division of Industries550 Broadway 550 BroadwayNYS Department of Corrections andCommunity SupervisionAlbany, NY 12204 Albany, NY 12204Attn: Kathleen GallagherAttn: Austin Saddlemire(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 23& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)CONTRACT PERIOD:It is the intention of the State to enter into a contract for a five (5) year [sixty (60) months] term, or until a newterm contract is issued, upon mutual written consent of the State and the successful bidder. The term for the initialcontract shall commence with the start date of approved award.For Lot I, the contract will run concurrent to the start and end dates of the approved contract award. If thecontractor is unable to deliver contract vehicles by the start date of the contract award, the contractor must provideinterim equipment needs until delivery of the contract vehicles. Regardless of interim vehicles, and any vehicles leasedafter the 2012 model year or newer, all leases will end on the end date of the contract award. The lease agreement willrun concurrent with start and end dates of contract award. This lease agreement ensures all leases expire on the samedate.For Lot II, the contract will commence on the start date of the approved contract award and expire on the end dateof the contract award.However, the termination date of the initial sixty (60) month contract will not be extended more than two (2)months beyond the termination date stated in the Notice of Contract Award without the approval of the contractor.With the consent of the State and the contractor, this contract can continue until a new term contract is issued.Prices or discounts quoted are to be firm for the entire period of the contract. Price escalation or discountreduction will not be allowed and is specifically excluded from the terms and conditions of the Invitation for Bid, itsspecifications and subsequent contract award. Price decreases or discount increases are permitted at any time.CANCELLATION FOR NON-PERFORMANCE:The State reserves the right to cancel the contract thirty (30) days after written notice for non-performance of therequirements of the contract.CANCELLATION FOR CONVENIENCE:The State of New York retains the right to cancel this contract, in whole or in part without reason provided thatthe Contractor is given at least sixty (60) days notice of its intent to cancel. This provision should not be understood aswaiving the State's right to terminate the contract for cause or stop work immediately for unsatisfactory work, but issupplementary to that provision. Any such cancellation shall have no effect on existing Agency agreements, which aresubject to the same 60 day discretionary cancellation or cancellation for cause by the respective user Agencies.TRANSACTIONS INVOLVING LEASES AND/OR RENTALS:State Agencies are required to obtain prior approval from the Office of the State Comptroller for all transactionsinvolving leases/rentals that exceed their discretionary buying limits pursuant to the Comptroller's Procurement andDisbursement Guidelines G-80 and G-80B.WARRANTIES:See "Warranties" in Appendix B, General Specifications.Normal wear and tear items shall be warranted in accordance with manufacturer's standard warranty.At time of bid opening, product offered must meet all requirements of this solicitation including fullcommercial/retail availability. Product literature and specifications must also be available.For Lot I, in addition to all requirements of the New York State Lemon Law, each new vehicle shall be subject tothe manufacturer’s standard warranty for new vehicles delivered. The State agrees that all warranties are provided byManufacturer. Service for all warranties shall be obtained directly through the manufacturer’s authorized dealers.Contractor shall be responsible for resolving any warranty disputes between lessee and Manufacturer.LEGAL COMPLIANCE:Contractor represents and warrants that it shall secure all notices and comply with all laws, ordinances, rules andregulations of any governmental entity in conjunction with the performance of obligations under the Contract. Prior toaward and during the Contract term and any renewals thereof, Contractor must establish to the satisfaction of theCommissioner that it meets or exceeds all requirements of the Bid and Contract and any applicable laws, including butnot limited to, permits, licensing, and shall provide such proof as required by the Commissioner. Failure to comply orfailure to provide proof may constitute grounds for the Commissioner to cancel or suspend the Contract, in whole or inpart, or to take any other action deemed necessary by the Commissioner.QUALIFICATION OF BIDDER:Bids will be accepted only from established manufacturers or their authorized dealers. Any dealer submitting abid hereby guarantees that it is an authorized dealer of the manufacturer, that the manufacturer has agreed to supply thedealer with all quantities of products required by the dealer in fulfillment of its obligations under any resultant contractwith the State, and that it will provide a certificate from the manufacturer acknowledging this level of support. (SeeManufacturer's Certificate in this document)(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 24& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)QUALIFICATION OF BIDDER:(Cont’d)Bidder must maintain a business establishment with adequate inventories of the products offered, and must becapable of processing and shipping large numbers of orders to various destinations.The Commissioner may require a certificate from the bidder showing the number of years the bidder has beenactive in selling the products offered and the size and location of the inventories regularly maintained.The Commissioner reserves the right to investigate or make any inquiry into the capabilities of any bidder toproperly perform under any resultant contract. See "Performance Qualifications," "Disqualification for PastPerformance" and "Employees/Subcontractors/Agents" in Appendix B, General Specifications.REFERENCES:Upon request, all bidders must provide a minimum of five references, including references from two of thebidder's largest customers. References shall be commercial or governmental accounts, and should demonstrate the abilityof the vendor to perform jobs similar in scope to the size, nature and complexity of the outlined bid. The references shallinclude the:• Name, address, contact person, telephone number, fax number, and number of years bidder has serviced thereferenced account;• Volume of business performed within the past three years for each referenced account.FINANCIAL STABILITY:If requested, bidder must document its ability to service a contract with dollar sales volume similar to scope of thisbid through submission of financial statements documenting past sales history. The bidder must be financially stable andable to substantiate the financial statements of its company. In addition to sales history, current financial statements maybe requested and must be provided within five business days. The state reserves the right to request additionaldocumentation from the bidder and to request reports on financial stability from independent financial rating services.The state reserves the right to reject any bidder who does not demonstrate financial stability sufficient for the scope ofthis bid.INFORMATION TO BE FURNISHED WITH BID:The bidder shall submit with its bid detailed specifications, circulars and all necessary data on the product to befurnished. If the product offered differs from the provisions listed, such differences must be explained in detail. Failureto submit any of the above data may result in rejection of the bid. The State, however, reserves the right to request anyadditional information deemed necessary for the proper evaluation of bids.The bidder shall indicate in the spaces provided the manufacturer's name, the address where the proposed productor products will be produced, the catalog references or model number of the product or products offered and all otherinformation requested.VISIT TO THE BIDDER’S SITE:Corcraft reserves the right to inspect equipment and plant or other facilities of a bidder prior to contract award asnecessary to determine that such equipment, plant or facilities are adequate and suitable for the proper and effectiveperformance of the contract, and in the overall best interests of the State.TOLL-FREE NUMBER:If available, contractors shall provide a toll-free telephone number for the agency’s procurement usage. If bidderdoes not currently maintain a toll-free number, the bidder may offer to establish one prior to award of contract.WORKERS’ COMPENSATION INSURANCE AND DISABILITY BENEFITS REQUIREMENTS:Workers’ Compensation Law (WCL) §57 & §220 requires the heads of all municipal and state entities to ensurethat businesses applying for permits, licenses or contracts document it has appropriate workers’ compensation anddisability benefits insurance coverage. These requirements apply to both original contracts and renewals, whether thegovernmental agency is having the work done or is simply issuing the permit, license or contract. Failure to provideproof of such coverage or a legal exemption will result in a rejection of your bid or renewal.1. Proof of Compliance with Workers’ Compensation Coverage Requirements:An ACORD form is NOT acceptable proof of workers’ compensation coverage. In order to provide proof ofcompliance with the requirements of the Workers’ Compensation Law pertaining to workers’ compensationcoverage, a contractor shall:A) Be legally exempt from obtaining Workers’ Compensation insurance coverage; orB) Obtain such coverage from an insurance carrier; orC) Be a Workers’ Compensation Board-approved self-insured employer or participate in an authorized selfinsuranceplan.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 25& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)WORKERS’ COMPENSATION INSURANCE AND DISABILITY BENEFITS REQUIREMENTS:(Cont’d)A Contractor seeking to enter into a contract with the State of New York shall provide one of the following formsto the Division of Industries at the time of bid submission or shortly after the opening of bids:A) Form CE-200, Certificate of Attestation for New York Entities With No Employees and Certain Out ofState Entities, That New York State Workers’ Compensation and/or Disability Benefits InsuranceCoverage is Not Required, which is available on the Workers’ Compensation Board’s website(www.wcb.state.ny.us); (Reference applicable IFB/RFP and Group #s on the form.)B) Certificate of Workers’ Compensation Insurance:1) Form C-105.2 (9/07) if coverage is provided by the contractor’s insurance carrier, contractor mustrequest its carrier to send this form to the New York State Division of Industries, or2) Form U-26.3 if coverage is provided by the State Insurance Fund, contractor must request that theState Insurance Fund send this form to the New York State Division of Industries.C) Form SI-12, Certificate of Workers’ Compensation Self-Insurance available from the New York StateWorkers’ Compensation Board’s Self-Insurance Office.D) Form GSI-105.2, Certificate of Participation in Workers’ Compensation Group Self-Insurance availablefrom the contractor’s Group Self-Insurance Administrator.2. Proof of Compliance with Disability Benefits Coverage Requirements:In order to provide proof of compliance with the requirements of the Workers’ Compensation Law pertaining todisability benefits, a contractor shall:A) Be legally exempt from obtaining disability benefits coverage; orB) Obtain such coverage from an insurance carrier; orC) Be a Board-approved self-insured employer.A Contractor seeking to enter into a contract with the State of New York shall provide one of the following formsto the Division of Industries at the time of bid submission or shortly after the opening of bids:A) Form CE-200, Certificate of Attestation for New York Entities With No Employees and Certain Out ofState Entities, That New York State Workers’ Compensation and/or Disability Benefits InsuranceCoverage is Not Required, which is available on the Workers’ Compensation Board’s website(www.wcb.state.ny.us); (Reference applicable IFB/RFP and Group #s on the form.)B) Form DB-120.1, Certificate of Disability Benefits Insurance. Contractor must request its businessinsurance carrier to send this form to the New York State Division of Industries; orC) Form DB-155, Certificate of Disability Benefits Self-Insurance. The Contractor must call the Board’s Self-Insurance Office at 518-402-0247 to obtain this form.ALL OF THE ABOVE REFERENCED FORMS, EXCEPT CE-200, SI-12 & DB-155 MUST NAME: The Divisionof Industries, 550 Broadway, Albany, NY 12204 as the Entity Requesting Proof of Coverage (Entity being listed as theCertificate Holder)OUT-OF-STATE EMPLOYEES WORKING IN NEWYORK STATEAll out-of-state employers with employees working in New York State are required to carry a full, statutory NewYork State workers' compensation insurance policy. An employer has a full, statutory New York State workers'compensation insurance policy when New York is listed in Item "3A" on the Information Page of the employer's workers'compensation insurance policy.Accordingly, if an out-of state employer is getting a permit, license or contract from a government agency in NewYork State, then that employer must fulfill requirements effective under Workers' Compensation Law Section 57. Also,every out-of-state employers doing any construction related activity in New York State is required to carry a full,statutory New York State workers' compensation insurance policy.The Workers' Compensation Board is currently reviewing the part of this provision that primarily applies to outof-stateemployees attending meetings, seminars or other minimal activities in New York State. The Board's review willencompass the comments and concerns of its stakeholders, and is seeking appropriate assistance to develop other rulesimplementing this section of the new law.It may be appropriate to check the yellow pages, contact your insurance broker, carrier or agent, check with yourtrade association, or conduct additional research to find the most appropriate insurance coverage for your company. Inaddition, a New York State workers' compensation policy may be obtained from the New York State Insurance Fund bycalling 1-866-697-4332. Please contact the Board's Bureau of Compliance at 1-866-298-7830 if you have any questionsregarding these requirements.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 26& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)EMERGENCY PURCHASING:In the event that a disaster emergency is declared by Executive Order under Section 28 of Article 2-B of theExecutive Law, or that the Commissioner determines pursuant to his/her authority under Section 163(10)(b) of the StateFinance Law that an emergency exists requiring the prompt and immediate delivery of products or services, theCommissioner reserves the right to obtain such products or services from any source, including but not limited to thiscontract, as the Commissioner in his/her sole discretion determines will meet the needs of such emergency. Contractorshall not be entitled to any claim or lost profits for products or services procured from other sources pursuant to thisparagraph.USE OF RECYCLED OR REMANUFACTURED MATERIALS:New York State, as a member of the Council of Great Lakes Governors, supports and encourages vendors to userecycled, remanufactured or recovered materials in the manufacture of products and packaging to the maximum extentpracticable without jeopardizing the performance or intended end use of the product or packaging unless such use isprecluded due to health or safety requirements or product specifications contained herein. Refurbished or remanufacturedcomponents or products are required to be restored to original performance and regulatory standards and functions andare required to meet all other requirements of this bid solicitation. Warranties on refurbished or remanufacturedcomponents or products must be identical to the manufacturer's new equipment warranty or industry's normal warrantywhen re-manufacturer does not offer new equipment. See "Recycled or Recovered Materials" in Appendix B, GeneralSpecifications.SURETY BOND:At any time upon the request of the Department of Corrections and Community Supervision, Division ofIndustries, the bidder being considered for award or the contractor shall, within 15 days of request and at its own cost andexpense, obtain and maintain in full force and effect for sixty days after contract expiration:• an irrevocable documentary LETTER OF CREDIT with a sound and reputable bank authorized to dobusiness in the State of New York, OR• a PERFORMANCE BOND signed by a surety company authorized to do business in the State of NewYork, OR• a PAYMENT BOND signed by a surety company authorized to do business in the State of New York, inthe amount of $200,000 for the faithful performance of the contract.The LETTER OF CREDIT, PERFORMANCE BOND, PAYMENT BOND, etc., shall name as beneficiary theState of New York, Department of Corrections and Community Supervision, Division of Industries, and may be invokedto the benefit of the State of New York, Department of Corrections and Community Supervision, Division of Industries,upon delivery of a certified statement to the issuing bank or surety company that the contractor has failed to performpursuant to the terms and conditions of its contract with the State of New York.With its bid submission, the bidder shall include a letter from its bank or surety company stating that the letter ofcredit or bond will be provided if being considered for a contract or in the event of a contract. The Letter of Credit orBond shall be provided on a yearly basis for each year, or portion, of the contract.DIESEL EMISSION REDUCTION ACT OF 2006 (NEW REQUIREMENT OF LAW):On February 12, 2007 the Diesel Emissions Reduction Act took effect as law (the “Law”). Pursuant to new§19-0323 of the N.Y. Environmental Conservation Law (“NYECL”) it is now a requirement that heavy duty dieselvehicles in excess of 8,500 pounds use the best available retrofit technology (“BART”) and ultra low sulfur diesel fuel(“ULSD”). The requirement of the Law applies to all vehicles owned, operated by or on behalf of, or leased by Stateagencies and State or regional public authorities. They need to be operated exclusively on ULSD by February 12, 2007.It also requires that such vehicles owned, operated by or on behalf of, or leased by State agencies and State or regionalpublic authorities with more than half of its governing body appointed by the Governor utilize BART.As a contract vendor the Law may be applicable to vehicles used by contract vendors “on behalf of” Stateagencies and public authorities. Thirty-three percent (33%) of affected vehicles must have BART by December 31, 2008,sixty-six percent (66%) by December 31, 2009 and one-hundred percent (100%) by December 31, 2010. The Lawprovides a list of exempted vehicles. Regulations currently being drafted will provide further guidance as to the effects ofthe Law on contract vendors using heavy duty diesel vehicles on behalf of the State. The Law also permits waivers ofULSD and BART under limited circumstances at the discretion of the Commissioner of Environmental Conservation.The Law will also require reporting from State agencies and from contract vendors in affected contracts.Therefore, the bidder hereby certifies and warrants that all heavy duty vehicles, as defined in NYECL §19-0323,to be used under this contract, will comply with the specifications and provisions of NYECL §19-0323, and anyregulations promulgated pursuant thereto, which requires the use of BART and ULSD, unless specifically waived byNYSDEC. Qualification and application for a waiver under this Law will be the responsibility of the bidder.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 27& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)GENERAL REQUIREMENTS:1. Delivery - shall be made to the location requested by Corcraft and inspected by Corcraft’s representative prior toacceptance.2. Inspection - Corcraft shall promptly inspect all vehicles supplied under the contract award. If it is determined, intheir judgment, that the vehicle is in violation of state vehicle and traffic laws or does not meet the specificationsof the established contract, the vehicle shall be rejected and contractor immediately notified as provided below:Corcraft’s representative shall inspect all vehicle(s) prior to acceptance (contact Austin Saddlemire at518-436-6321, Ext. 2406). The State’s acceptance of the vehicle shall not be binding as to any latent defects notdiscoverable through physical inspection of the vehicle. The inspection shall include a review of Corcraft’svehicle specifications as provided in the purchase order against those listed in the vehicle’s window sticker. Inthe event vehicle does not contain all of the requested specifications, Corcraft may reject the order or negotiatewith contractor a reasonable adjustment to the list price provided that contractor is notified within 60 days ofinspection of such specification non-conformance.Note: Power equipment will be fully licensed, registered and inspected (Federal and State) by thecontractor. The inspection sticker must be properly affixed to the vehicle at the time of delivery.Additionally, out of State permits will be provided by contractor and invoiced to Corcraft for the actualcost of such permits.3. Each lease shall be for a five (5) year [sixty (60) month] term, running concurrent to the start and end date ofcontract.4. The State retains the right to re-register vehicles, alter vehicles or assign new plates to vehicles. They will returnany vehicle altered to its original condition prior to returning the vehicle to the Contractor. For Lot I vehicles, thecontractor shall provide a Manufacturer’s Statement of Origin (MSO) and a New York State Department ofMotor Vehicles Certificate of Sale (MV5O Form) to the ordering agency for each vehicle. These documents willbe returned to the contractor upon the termination of the lease.3. The State has a self-insurance program. The General Liability exposures of the State of New York as well asCorcraft are self-retained. Suits for bodily injury and property damage are brought in the New York State Courtof Claims, which is supported by a multi-million dollar annual appropriation.MILEAGE:An average of 65% of the aggregate annual distance traveled will be in the southeastern part of New York Statefrom Albany through Long Island. An average of 35% of the aggregate annual distance traveled is throughout theremainder of the State.A minimal amount of travel will be outside New York State in the Northeast. The majority of travel will be onprimary roads. The average annual miles that each vehicle travels is as follows:AverageAverage 5-Yr.Aggregate MilesLease Aggregate MilesTractors, Double Axle 50,000 250,000Van Truck, 22′ 12,000 60,000DEFAULT OF LESSEE:In the event lessee defaults in the payment of any lease fees, and should such default continue for a period of sixty(60) days following receipt by the lessee (Corcraft) in writing of such default, Contractor may repossess the vehicle of thedefaulting entity and thereupon terminate the lease and any rights, title or interest of lessee to such vehicle. Thedefaulting entity shall be responsible for the payment of all costs and expenses, including reasonable attorney’s fees,associated with Contractor’s repossession of the vehicle. Contractor shall be responsible for all costs and expenses,including attorney’s fees, incurred by the State of New York in the enforcement of its rights and remedies under thisprovision.CLOSED-END LEASE:The responsibility of the State to the contractor will include the payment of a fixed monthly lease charge for eachvehicle with set mileage with no adjustment for variation in actual depreciation. Upon termination or expiration ofleasing agreement, the State will return the vehicle(s) to the Contractor in such condition as defined in the “Return ofVehicles” or “Early Lease Termination” clauses.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 28& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)VEHICLE BUY-BACK (AGENCY OPTION):Upon termination or expiration of leasing agreement, the State shall have the option available to purchase theleased vehicle(s) from the contractor at Fair Market Value at the time of the lease expiration. The buy-back will only bepursued if the purchase price is deemed acceptable to the State.SCHEDULE OF LEASE PAYMENTS:Lessor (Contractor) may provide in accordance with its normal practice a summary of information pertaining tothe Lease Vehicle including such information as the Lease Term, the make, model, year and VIN number of the vehicleand the residual value of the Lease Vehicle. In no event will any of the terms or conditions of this Agreement bediminished or otherwise modified by Lessor’s standard supplement or schedule.ACCEPTANCE AND BASIC WARRANTY:Acceptance shall be deemed to occur on the date of delivery to the Authorized User, unless Lessor is notified ofnon-acceptance within five (5) business days of the date the vehicle is delivered (hereinafter “Acceptance Date”).The manufacturer’s standard warranty period for all coverage shall begin on the Acceptance Date. All warrantyservice shall be provided either directly by manufacturer or through its authorized service providers.VEHICLE LEASE BILLING AND PAYMENTS:(a) Upon the submission of invoices or vouchers, Corcraft shall pay for each vehicle at the rate(s) shown in theresultant contract. Invoice shall be mailed by the Contractor to:CorcraftAttn: Accounts Payable550 BroadwayAlbany, NY 12204-2802(b)(c)(d)(e)(f)Payment shall accrue from the date each vehicle is delivered to and accepted by Corcraft, and shall continue untilthe expiration of the contract term or the termination of this contract. However, payment shall accrue only forthe period that each vehicle is in the possession of the State or its designee.Payments for interim equipment provided, until delivery of contract vehicles, will be paid at a discountedrate to be mutually agreed upon between the State and the contractor.Payment shall not accrue for any vehicle that the state determines does not comply with the terms and conditionsof the contract, until such time as the requirement of this solicitation are met, or the vehicle is replaced or thedefect is corrected.Payment stated in monthly terms shall be prorated on the basis of 1/30th of the monthly rate for each day thevehicle is in Corcraft’s possession. Since a mileage provision is part of the subsequent contract award, Corcraftshall pay as prescribed in said contract.The charges against the contract will be paid by Corcraft on a monthly basis upon the receipt of a monthlyinvoice showing: (1) vehicle number (or identification number); (2) Corcraft unit number for trailers anddollies; (3) facility delivery order number; and (4) the month for which each charge contained on theinvoice is applicable. The initial invoice must contain the date of the delivery for that vehicle.NOTE: Federal highway use tax will not apply. Fuel tax reporting is the contractor’s responsibility.CONDITION OF LEASED VEHICLES UPON DELIVERY:Each vehicle furnished under this contract shall be new, latest model, of good quality and in safe operatingcondition, and shall comply with the Federal Motor Vehicle Safety Standards (49 CFR 571) and State safety regulationsapplicable to the vehicle. All vehicles furnished shall have less than 1,000 miles on the odometer.All vehicles shall have a full tank of fuel upon delivery. The State shall accept or reject the vehicles promptlyafter delivery, if the State determines that any vehicle furnished is not in compliance with agreed to conditions of lease,the State shall promptly inform the Contractor in writing of its findings.If the Contractor fails to replace the vehicle or correct the defects as required, the State may: (a) by contract orotherwise, correct the defect or (b) arrange for the lease of a similar vehicle and shall charge or set off against theContractor any costs incurred.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 29& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)MARKING OF LEASED VEHICLES:Contractor will place non-permanent markings or decals provided by Corcraft, as appropriate, identifying theusing facility or New York State, on any vehicle leased under this contract. No name other than the manufacturer’sname shall appear on the vehicle.Upon return of the vehicle, all Corcraft-provided markings and/or decals shall be removed by the contractor.TITLE, REGISTRATION AND INSURANCE OF VEHICLE:Vehicles shall be titled to Lessor throughout the term of the lease. Pursuant to the State’s Vehicle and TrafficLaw, vehicles shall be registered and insured in the name of the Lessee.Lessor shall bear the costs of titling the vehicles. Lessee shall be responsible for costs associated with registeringand insuring the vehicles. Lessor shall retain possession of the Lease Vehicle title.CERTIFICATE OF TITLE:Should the Lessor require a change in the Certificate of Title, any costs incurred to implement the change, shallbe borne by the lessor in accordance with New York State Vehicle & Traffic Law Section 2125. Fees (a) (2) and Section2l25. Fees (c).LOSS DAMAGE:(a) The State shall be responsible for loss of or damage to:(1) Leased vehicles, except for (i) normal wear and tear and (ii) loss or damage caused by negligence of thecontractor, its agents, or employees; and (iii) product defects.(2) Property of third persons, or the injury or death of third persons, to the extent the state is liable for suchloss, damage, injury, or death under the laws of the State of New York.In the event a Lease Vehicle becomes lost, stolen and not recovered, damaged or destroyed beyond repair, Lesseeshall pay Lessor the current depreciated value of such vehicle as established by Lessor, provided that the depreciatedvalue is determined by using the Fair Market Value, plus any outstanding fees or charges including the monthly lease feefor the applicable month in which a vehicle is rendered unserviceable, minus any insurance proceeds Lessor receivesfrom Lessee’s insurance carrier. In no event shall the amount due exceed the sale price of the Lease Vehicle.INDEMNIFICATION AND INSURANCE:(a) The contractor shall be liable for, and shall indemnify and hold harmless the State against all actions or claimsfor loss of or damage to property or the injury or death of persons, resulting from the fault, negligence, orwrongful act or omission of the Contractor, its agents, or employees.(b) The Contractor shall provide and maintain insurance covering its liabilities (see Appendix B – GeneralSpecifications, paragraph 71-b ‘Warranties’) in amounts of no less than $1,000,000 combined (bodily injury andproperty damage) single limit per occurrence.(c) Before supplying any vehicles under this contract, the Contractor shall certify to the State in writing that therequired insurance has been obtained. The policies evidencing required insurance, or proof of a self-insuranceprogram, shall contain an endorsement to the effect that any cancellation or any material change adverselyaffecting the interests of the State shall not be effective (1) for such period as the laws of the State of New Yorkprescribe or (2) until 30 days after written notice to the State, whichever period is longer. The policies shallexclude any claim by the insurer for subrogation against the State by reason of any payment under the policies.(d) The Contractor warrants that the contract price includes no cost for insurance or contingency to cover losses,damages, injury, or death for which the State is responsible liabilities (see Appendix B – General Specifications,paragraph 71-b ‘Warranties’).EARLY TERMINATION OF LEASE:In the event of early termination of the lease, the lessee may be responsible for the payment of reasonableadditional fees in accordance with contractor’s standard fee schedule subject to the approval of the Department ofCorrections and Community Supervision.Any provisions applying to the early termination (including standard fee schedule) of the lease must be submittedwith bid and will be considered when making award.REASSIGNMENT OF VEHICLES:Corcraft reserves the right to reassign any vehicle leased under this contract to other facilities with similaroperations and like conditions. The contractor will be notified by the lessee who is reassigning the vehicle. Thisnotification will include the facility name. If requested by Corcraft, the Contractor shall agree to transfer and/or relocateany vehicle(s) to another Corcraft location at any time throughout the contract (i.e., change of domicile locations).(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 30& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)RETURN OF VEHICLES (IF BUY-BACK OPTION IS NOT UTILIZED):(a) At least thirty (30) days prior to the expiration or termination of the leasing agreements entered into by Corcraftpursuant to the established contract, the lessee will contact the lessor to determine whether the vehicle should bereturned to the same place where delivery was accomplished or to a destination mutually agreeable to both parties.(b) The contractor shall be responsible for performing an appraisal as to the condition of each vehicle prior to itsremoval from State custody and shall furnish to the lessee a copy signed and dated by the State representative andthe contractor of each appraisal report. The lessee will assume full responsibility for reconditioning the vehicles,excluding normal wear and tear as defined below, at its expense. The lessee will not be responsible for damage notlisted on the appraisal report. The State reserves the right to obtain an independent appraisal, at the discretion of thelessee, to support the contractor’s assessment of damages.(c) For purposes of this lease, normal wear and tear is defined as those dents, dings, paint chips, scratches, pitted, butnot cracked windshields, and interior wear such as soiled carpets and seats normally accrued to a motor vehicle overthe period of actual months use in both rural and metropolitan areas. In any event, the lessee liability forreconditioning vehicles acquired as a result of this solicitation and subsequent contract shall be limited toreplacement of glass and exterior trim and repair to body damage attributable to collision only, and to interiordamage such as cut, torn, burnt materials, as well as mechanical repairs. Bidders/Contractors are cautioned that theState, by signing the damage estimate, does not acknowledge liability therefore. This can only be accomplished byauthorized and warranted State personnel after evaluation and consideration of all factors. When returned, thevehicle must pass State Inspection.ACCIDENTS/THEFTS/VANDALISM:The lessee will notify the Contractor within 48 hours of accident/ theft/vandalism and will arrange for repairs ofaccident/vandalism damage, including damage sustained to a stolen vehicle during the period prior to recovery.If a vehicle is damaged beyond repair or not recovered thirty (30) days after the date of theft, the Contractor willbe reimbursed the residual value of the vehicle based on industry Standard Schedule A (copy to be provided with bid) atthe time of the theft/accident/vandalism in full satisfaction of any and all liabilities under the contract, provided that theState’s liability to pay the monthly cost shall cease as of the time of the accident/theft/vandalism. The accrued lease costfor the month in which the accident/theft/vandalism occurs shall be determined on a pro-rata monthly basis. TheContractor shall provide the lessee documentation relating to all monies received from the salvage or other disposition ofsuch vehicles.PAYMENT OF TRAFFIC FINES:The lessor shall not be responsible for the payment of fines or charges for traffic violations, or other expensesresulting from the use of the vehicle, with the exception of parking tickets and towing charges.Payment of parking tickets and/or towing charges, resulting from the use of the vehicle will be paid by theContractor and reimbursed by the lessee. These charges are to be made in a timely manner to avoid surcharges. Ifadditional surcharges are accrued due to late payment, the contractor will be responsible for the surcharge amount. Thecontractor will be required to list these charges on monthly invoices, for reimbursement. Charges must be listedon monthly invoice for appropriate vehicle.ACT OF GOD:Vehicles damaged as a result of Act of God, i.e., hail storms, floods, etc., shall be repaired and paid for byCorcraft or the reassigned agency (see “Reassignment of Vehicles” clause).EMISSION CONTROLS:Vehicles and engines shall comply with the regulations of the Environmental Protection Agency and the State ofNew York governing Control of Air Pollution from New Motor Vehicles and New Motor Vehicle Engines in effect onthe date of manufacture.Contractor shall supply DEF/UREA for the vehicles they provide. Contractor must also supply each facility withDEF/UREA for the vehicle(s) that are domiciled there.MOTOR VEHICLE REGULATIONS:Each vehicle delivered shall comply with all applicable laws and regulations of the State of New York and theFederal Government in effect on the date of manufacture. Vehicles must meet all the requirements of the New YorkState Thruway for Tandem Trailer Operation.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 31& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)EASY (E-Z) PASS:Contractor is responsible for providing and installing Easy (E-Z) Pass transponders on all vehicles. Contractorwill pay Thruway and will invoice Corcraft for all charges with supporting documentation attached to the bill.Contractor will also provide Easy (E-Z) Pass for all substituted vehicles. Contractor will provide Corcraft a list of Easy(E-Z) Pass numbers that match unit vehicle numbers.PERMITS:All vehicles assigned to the Stormville, New York, location shall have permits to run out of state for the durationof the contract.RECALLS:The contractor must immediately notify Corcraft of any recalls pertaining to contract vehicles.DISPOSAL FEES:Corcraft shall not be responsible for the payment of disposal fees associated with the disposal of vehicle parts.EQUIPMENT MAINTENANCE AND SERVICE:For Lots I & II: Complete equipment maintenance and service, including tire replacement and maintenance, willbe furnished by the contractor during the life of the agreement.The contractor is required to have a sufficient number of full service facilities to fully satisfy the requirements ofthis bid and resultant contract. Each full service facility must provide any service necessary to repair the equipmentunder contract, and must be fully owned by or under contract with the contractor as assurance that the servicerequirements will be met and must have sufficient room to drop, hook and park 28′ 6″ pup trailers (no more than 4 at atime) at all of the contractor’s locations.For Lot I - Each powered vehicle (tractor, van) will be given a minimum of eight (8) hours of preventivemaintenance when it has traveled a distance of 6,000 miles from the preceding maintenance check. All preventivemaintenance and service will be performed at a full service truck repair facility. When maintenance and service isrequired, the contractor will pick up the vehicle on any requested evening of the week and return it to Corcraft by 6:30AM on the following workday. If contractor cannot perform service within said period, contractor shall provide asubstitute vehicle, at no cost, as nearly as practicable the same size, condition and appearance as the inoperable vehicle,except that no special painting or other alterations need to be made. All substitute vehicle(s) will have Easy (E-Z) Passtransponders and power cords to run liftgates on trailers.The maintenance and service will be performed in accordance with the contractor’s standardpreventive maintenance schedule.For Lot II - Preventive maintenance and service of the trailers and dollies will be performed at Corcraft sites orthe contractor’s service facilities in accordance with the attached Schedule A-1. When service is performed at thecontractor’s facilities, they will pick up the trailer on any evening of the week and return it to Corcraft by 6:30 AM onthe following workday.For Lots I & II: The contractor will provide a qualified mechanic at Corcraft’s site in Albany (Menands), NewYork, Monday through Friday, except holidays, from 6:30am through 8:30am to perform services as required fortrailers and power equipment. If the mechanic is not on-site between 6:30am through 8:30am, Corcraft will apply acredit of $250.00 per day.Corcraft will properly care for the vehicles, use them within their rated capability, and restrict their use toCorcraft’s qualified personnel. Corcraft shall prohibit anyone other than the contractor’s authorized personnel to repairor adjust the vehicles.The contractor’s designated service facility will be within the following approximate distance (indicated inminutes) from Corcraft:Albany (Menands), Stormville and Long Island CityAttica, Comstock, Auburn,Dannemora, Ellenville and Beacon30 Minutes (Approximately)45 Minutes (Approximately)(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 32& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)EQUIPMENT MAINTENANCE AND SERVICE:(Cont’d)If any vehicle becomes inoperable because of mechanical failure, contractor guarantees that the vehicle will berepaired so that it is road worthy and fully operative within two (2) hours of notification by Corcraft, or if contractorcannot repair such within said period, contractor shall provide a substitute vehicle, at no cost, as nearly as practicable thesame size, condition and appearance as the inoperable vehicle, except that no special painting or other alterations need tobe made. In any event, Corcraft will be back in service within two (2) hours. If the contractor fails to perform, Corcraftshall rent a substantially similar vehicle at the lowest available price until the contractor is able to perform and thecontractor will reimburse Corcraft for the rental. The replacement vehicle must be New York State Thruway tandemauthorized, and must also have the proper Easy (E-Z) Pass in the unit.After the above-mentioned two-hour period, if the lessee (Corcraft) is not back in service, there will be a chargeof $120.00 per hour or $2.00 per minute, for any additional delay. This amount should be credited on appropriateinvoice (specific vehicle, specific time period). If this credit is not indicated, Corcraft reserves the right to apply suchcredit to appropriate invoice.An average of 65% of the annual aggregate distance traveled will be in the eastern part of New York State fromAlbany through Long Island. An average of 35% of the annual aggregate distance traveled is throughout the remainder ofthe State. A minimal amount of travel will be outside New York State in the Northeast. The majority of travel will be onprimary roads. The average aggregate annual miles that each vehicle travels is as follows:Tractors, Double Axle 50,000Van Truck, 22′ 12,000Lead Van Trailers 15,000Lead Flatbed Trailers 15,000Dollies 15,000Note:Contractor is responsible for all costs to maintain the vehicles including emergency road service andpreventive maintenance. Corcraft is responsible for costs resulting from Corcraft negligence.If a vehicle is out of service because of damage resulting from collision or upset for which contractor is notresponsible, contractor will rent a replacement vehicle to Corcraft at an equal rate upon request, and the chargesapplicable to the out of service vehicle shall not abate.Contractor will be required to furnish fuel from their full service facility locations throughout New York State.All fuel charges will be at the pump price on a per gallon basis and made separate from any other applicable charges.Fuel tax will not apply. Fuel tax reporting is contractor’s responsibility.SCHEDULE A-1PREVENTIVE MAINTENANCE (TRAILERS & DOLLIES)The contractor must provide the equipment, tools, etc., to adequately perform repairs and the prescribedpreventive maintenance schedule.INSPECT EVERY 2 MONTHS (BI-MONTHLY)1. Tires and Wheel Inspectiona. Tires for Irregular or Alignment WearInspect tires for feathered edges, spotty wear or excessive wear indicating an alignment problem.b. Check for Cuts or Tearsc. Valve Stems and Caps— Check for damage on inaccessible valves— Check that valve stems have double check valvesd. Check PSI/Adjust to Correct PSIe. Check Wheels for Cracks or Loose Lugsf. Outer Hubs for LeaksObserve axle flanges and outer hub area for signs of grease or oil leaks(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 33& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)EQUIPMENT MAINTENANCE AND SERVICE:(Cont’d)SCHEDULE A-1 ─ PREVENTIVE MAINTENANCE (TRAILERS & DOLLIES)(Cont’d)INSPECT EVERY 2 MONTHS (BI-MONTHLY) (Cont’d)2. Running Geara. Cross Members and Under Structure— Check frame over axle assemblies. Examine for cracks, loose bolts, and broken welds.— Examine cross members where they fasten to side rails and sub frame for signs forcoming loose, loose rivets, loose bolts or cracked welds.— Examine cross members for damage.3. All Suspension Componentsa. Check Springs and U—Bolts— Visually inspect springs for broken or shifted leaves.— Inspect hangers for cracks, loose bolts or spring pad wear.— Check condition of spring-to-axle pads.__ Check All Air Bags for leaks and wearb. Check Torque, Bushings, Adjust Clamp Bolts— Release all brakes by placing tractor protection valve in normal position and releasespring parking brake.— Disconnect tractor service and emergency air lines from trailer. Trailer brakes shouldapply and stay applied with no air loss from glad hand couplers at the front of the trailers.4. Lubrication— Check and, if necessary, correct level of oil in each hub.— Check hub cap magnetic plugs for metal particles.— Lubricate all fittings.INSPECT EVERY 6 MONTHS5. Landing Geara. Leg Braces and Supports— Check landing gear legs and braces for damage or loose mounting bolts.— Check operation of landing gear by lowering it and unhooking the tractor.b. Ensure Auto Slacks are Functional— Measure the actuator rod travel with the brakes applied at 89-90 PSI. Compare theadjusted stroke measurements to the manufacturer’s specifications for the appropriate airchamber size.6. Brake Inspectiona. Record Lining Thickness— Measure at thinnest part of shoe.— Replace when remaining lining is 1/4″ thickb. Brake Chamber, Trailer Valve, and Lines for Air Leaks— Check brake chamber, trailer valves and lines for air leaks. With air pressure built up,apply trailer brakes. Examine carefully for leaks at chambers, relay valves, lines andconnections.— Check trailer relay valve emergency operationc. Fill Gear Box with Lubricantd. Inspect King Pin and Upper Plate— Inspect King Pin and Upper Plate— Visually inspect king pin to see that it is not bent or loose— Wipe grease from upper plate around king pin and carefully inspect plate for any sign ofcracking in a circle around kingpin.— Grease plate7. Wheel Bearings— Remove only if brake work is necessary, if wheel bearings are loose or noisy, or if the seal leaks.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 34& Complete Preventive Maintenance ServicesGENERAL INFORMATION (Cont’d)EQUIPMENT MAINTENANCE AND SERVICE:(Cont’d)SCHEDULE A-1 ─ PREVENTIVE MAINTENANCE (TRAILERS & DOLLIES)(Cont’d)INSPECT EVERY 6 MONTHS (Cont’d)8. Check Axle Alignment9. Pintle Hook Assembly— Check entire assembly for loose or missing fasteners— Check entire assembly for cracks or broken welds— Check hook for improper wear— Check latch for wear and proper operation— Check light cord receptacles for proper operation— Check glad hand seals for cuts or tears— Check glad hand air shut off valvesTRAINING:The contractor for the power equipment will provide a comprehensive driver safety program in accordance withthe outlined “Safety Program Requirements.” All training will be conducted in a manner that is consistent withacceptable industry standards, and approved by Corcraft. “Driver Evaluation” and “Driver Certification Files” will becompleted within 60 days after contract award for all drivers employed by Corcraft at that time. Quarterly meetings toupdate and reinforce safety issues will be required. Those meetings will be held at Albany (Menands), Newburgh &Rochester areas.“Re-Evaluation Annually” will be completed annually for all drivers employed by Corcraft.“Act as Safety Consultants” will be effective throughout the period of the agreement.SAFETY PROGRAM REQUIREMENTS1. Driver Evaluationa. Pre-evaluation Driver Interviewb. Eye Examinationc. In-Cab Road Examinationd. Motor Vehicle Report (MVR) Procuremente. MVR Risk Ratingf. Driver Accident Potential Index (API) Developed2. Driver Certification Filesa. Driver Evaluation Reportsb. Written Test and Score Cardc. Single Driver License Affidavitd. Written/Road Test Certificatione. Motor Vehicle Violation Certificationf. Risk and API Rating3. Re-Evaluation Annuallya. Update Required Certification and Evaluationsb. Eye Examinationsc. Secure Updated MVRd. Renew API Risk Rating4. Act as Safety ConsultantsAssist Corcraft on all routine issues relating to Transportation Safety, Driver Safety, Regulations, State andFederal Driver Requirements, Accident Coordination, and NYS DOCCS Safety Responsibilities.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 35& Complete Preventive Maintenance ServicesPLEASE USE BLACK INK OR TYPEWRITER WHENPREPARING YOUR BID. BE SURE YOU HAVEINSERTED YOUR COMPANY’S NAME IN THE BOX⇒ ⇒ ⇒ ⇒ ⇒ ⇒BidderNOTES TO BIDDERS: FAILURE TO ANSWER THEQUESTIONS WILL DELAY THE EVALUATION OF YOURBID AND MAY RESULT IN REJECTION OF YOUR BID.• Are prices quoted the same as or lower than those quotedother corporations, institutions and government agencies(including GSA/VA contracts) on similar products, quantities,terms and conditions? See "Best Pricing Offer" inAppendix B, General Specifications.If "NO", please explain on a separate sheet._____ YES_____ NO• Do you have a contract with the General ServicesAdministration (GSA) or Veterans Affairs (VA) for productsoffered? (Check all that apply.) _____ GSA _____ VA _____ NOIf yes, will you offer New York State pricing equal to orbetter than your GSA or VA pricing? _____ GSA _____ VA _____ NOIf yes, a copy of the GSA or VA schedule is required.Have you included a copy? _____ GSA _____ VA _____ NO(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 36& Complete Preventive Maintenance ServicesPLEASE USE BLACK INK OR TYPEWRITER WHENPREPARING YOUR BID. BE SURE YOU HAVEINSERTED YOUR COMPANY’S NAME IN THE BOX⇒ ⇒ ⇒ ⇒ ⇒ ⇒BidderNOTES TO BIDDERS: (Cont’d)• Person or persons to contact for expeditingNew York State contract orders:Name:Title:Telephone Number:Toll Free Telephone Number:Fax Number:Toll Free Fax Number:( )( )( )( )E-Mail Address:• Person or persons to contact in the event of an emergencyoccurring after business hours or on weekend/holidays:State Normal Business Hours (Specify M-F, Sat, Sun):Name:Title:Telephone Number:Fax Number:Pager Number:Cellular Telephone Number:( )( )( )( )E-Mail Address:(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 37& Complete Preventive Maintenance ServicesPLEASE USE BLACK INK OR TYPEWRITER WHENPREPARING YOUR BID. BE SURE YOU HAVEINSERTED YOUR COMPANY’S NAME IN THE BOX⇒ ⇒ ⇒ ⇒ ⇒ ⇒BIDDERS PLEASE ANSWER THE FOLLOWING QUESTIONS:1. Is your company a Minority or Women-Owned BusinessEnterprise, certified in accordance with Article 15A of the NewYork State Executive Law as defined below?2. Is your company listed in the Empire State DevelopmentDirectory of Certified Minority and Women Owned Businesses?http://www.empire.state.ny.us/Small_and_Growing_Businesses/mwbe.aspNOTE: Contractors certified and listed in the Empire StateDevelopment’s Directory of Certified Minority and Women-Owned Business Enterprises* will be identified by Division ofIndustries as MBEs and/or WBEs in the Division of IndustriesContract Award Notification upon award of the contract.Bidder_________YES _________NO_________YES _________NOMINORITY-OWNEDWOMEN-OWNEDMINORITY AND WOMEN-OWNED*For further information and or application please contact New YorkState Department of Economic Development, Division of Minorityand Women-Owned Business Enterprise at 518-292-5250 (Albany)or 212-803-2414 (New York City)."Minority or Women-Owned Business Enterprise" shall mean abusiness enterprise, including a sole proprietorship, partnership orcorporation that is:(a) at least fifty-one percent owned and controlled by theminority members and/or women;(b) an enterprise in which such minority and/or womenownership interest is real, substantial and continuing;(c) an enterprise in which such minority and/or womenownership has and exercises the authority to independentlycontrol the day-to-day business decisions; and(d) an enterprise independently owned, operated andauthorized to do business in New York State.3. Is your company a New York Small Business Concern asdefined in accordance with Article 11 of the New York StateFinance Law?_________YES _________NO"Small Business Concern" means a business which:(a) is resident in New York State;(b) is independently owned and operated;(c) is not dominant in its field; and,(d) employs one hundred or fewer persons.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 38& Complete Preventive Maintenance ServicesPLEASE USE BLACK INK OR TYPEWRITER WHENPREPARING YOUR BID. BE SURE YOU HAVEINSERTED YOUR COMPANY’S NAME IN THE BOX⇒ ⇒ ⇒ ⇒ ⇒ ⇒Bidder4. Total number of people employed by your business inNew York State:5. BIDDER’S PRINCIPAL PLACE OF BUSINESS*:State of _______________________*"Principal Place of Business" is the location of the primarycontrol, direction and management of the enterprise.6. "NONDISCRIMINATION IN EMPLOYMENT INNORTHERN IRELAND:MacBRIDE FAIR EMPLOYMENT PRINCIPLES"In accordance with Section 165 of the State Finance Law, thebidder, by submission of this bid, certifies that it or anyindividual or legal entity in which the bidder holds a 10% orgreater ownership interest, or any individual or legal entitythat holds a 10% or greater ownership interest in the bidder,either:(Answer Yes or No to one or both of the following, asapplicable),A. have business operations in Northern Ireland:_________YES _________NOIf yes,B. shall take lawful steps in good faith to conduct anybusiness operations in Northern Ireland in accordancewith the MacBride Fair Employment Principles relatingto non-discrimination in employment and freedom ofworkplace opportunity regarding such operations inNorthern Ireland, and shall permit independentmonitoring of compliance with such Principles._________YES _________NO(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 39& Complete Preventive Maintenance ServicesPLEASE USE BLACK INK OR TYPEWRITER WHENPREPARING YOUR BID. BE SURE YOU HAVEINSERTED YOUR COMPANY’S NAME IN THE BOX⇒ ⇒ ⇒ ⇒ ⇒ ⇒Bidder7. BIDDER/OFFERER DISCLOSURE OF PRIOR NON-RESPONSIBILITY DETERMINATIONSPursuant to Procurement Lobbying Law (SFL §139-j)A. Has any Governmental Entity made a finding of nonresponsibilityregarding the individual or entity seekingto enter into the Procurement Contract in the previousfour years?If yes, please answer the following question:B. Was the basis for the finding of non-responsibility due toa violation of State Finance Law §139-j?C. If yes, was the basis for the finding of non-responsibilitydue to the intentional provision of false or incompleteinformation to a governmental entity?If yes, please provide details regarding the finding ofnon-responsibility:Governmental Entity:_________YES _________NO_________YES _________NO_________YES _________NODate of Finding of Non-responsibility:Basis of Finding of Non-Responsibility:(add additional pages if necessary)D. Has any governmental agency terminated or withheld aprocurement contract with the above-named individualor entity due to the intentional provision of false orincomplete information?If yes, please provide details:Governmental Entity:_________YES _________NODate of Termination or Withholding of Contract:Basis of Termination or Withholding:(add additional pages if necessary)(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 40& Complete Preventive Maintenance ServicesMANUFACTURER’S CERTIFICATENOTE TO BIDDERS:This "Manufacturer's Certificate" is to be removed,and forwarded to the manufacturer by the bidder,completed and returned to the bidder by themanufacturer, and submitted with the bidder's offer.(See "QUALIFICATION OF BIDDER" clause.)BIDDER'S COMPANY NAME:ADDRESS:The manufacturer executing this certificate by signature below does hereby attest to the accuracy and validity of theresponses to the following questions:1. Is the bidder listed above an authorized dealer? __________ Yes __________ No2. Do you as a manufacturer agree to supply thebidder/dealer with all quantities of products orderedpursuant to any resulting contract with the State? __________ Yes __________ NoMANUFACTURER'S COMPANY NAME:ADDRESS:TELEPHONE NUMBER:FAX NUMBER:E-MAIL ADDRESS:PRINTED OR TYPED COPY OF SIGNATURESIGNATURE OF AUTHORIZEDMANUFACTURER'S REPRESENTATIVEDATE* * * * *(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 41& Complete Preventive Maintenance ServicesBidder Compliance & Understanding of SFL 139-j and 139-kThis page shall be completed and submitted with your bid/proposal or offer in accordance with Chapter 1of the Laws of 2005, and New York State Finance Law Sections 139-j and 139-k. Failure to completeand submit this page shall result in a determination of non-responsiveness and disqualification of the bid,proposal or offer.Bidder Compliance with State Finance Law Section 139-k:I certify that all information provided to the Division of Industries with respect to State Finance Law Section 139-kis complete, true and accurate.By: ___________________________________ Date: ____________________Name: ________________________________Title: _________________________________Contractor Name: _______________________________________________________________Contractor Address: ____________________________________________________________________________________________________ _____________________________________________________________________________________________________________________Bidder Understanding of State Finance Law Section 139-j:Bidder affirms that it understands and agrees to comply with the procedures of the Division of Industries relative topermissible contacts as required by State Finance Law Section 139-j (3) and Section 139-j (6) (b).By: ___________________________________Date:____________________Name: ________________________________Title: _________________________________Contractor Name: _______________________________________________________Contractor Address: _________________________________________________________________________________________________________________________________________________________________________________________________(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 42& Complete Preventive Maintenance ServicesVENDOR RESPONSIBILITY DISCLOSURE“Vendors are invited to file the required Vendor ResponsibilityQuestionnaire online via the New York State VendRep System or maychoose to complete and submit the following paper questionnaire. Toenroll in and use the New York State VendRep System, see the VendRepSystem Instructions available at www.osc.state.ny.us/vendrep or godirectly to the VendRep System online at https://portal.osc.state.ny.us Fordirect VendRep System user assistance, the OSC Help Desk may bereached at 866-370-4672 or 518-408-4672 or by email atciohelpdesk@osc.state.ny.us.Certificate of No Change (Appears on Next Page)If the bidder has previously submitted a Questionnaire,which has been reviewed and the bidder hasreceived an award in the past twelve (12) months, andno conditions have changed since that submission,the bidder may fill out this certificate.The bidder should also attach a copy of the previouslysubmitted Vendor Responsibility Questionnaireto this Certificate of No Change.Vendor Responsibility Questionnaire (10 pages)The bidder shall fully and accurately complete this seven-pagequestionnaire, which starts two pages from here.The bidder acknowledges the State’s execution of the contractwill be contingent upon the State’s determination the bidder isresponsible, and the State will be relying upon the bidder’sresponses to the questionnaire in making that determination.The bidder agrees that if it is found by the State that thebidder’s responses to the questionnaire were intentionallyfalse or incomplete, on such finding, the Division of Industriesmay terminate the contract by providing ten (10) dayswritten notification to the contractor.In no case shall such termination of the contract by the Statebe deemed a breach thereof, nor shall the State be liable forany damages or lost profits or otherwise, which may besustained by the contractor as a result of such termination.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 43& Complete Preventive Maintenance ServicesCERTIFICATE OF NO CHANGEState of: )) ss:County of: )The undersigned, being duly sworn, deposes and says:1. I am ________________________________, the _____________________________________ (title) of____________________________________________________________________________________(hereinafter the “Contractor”), which is currently submitting __________________________________*.2. Contractor previously submitted the completed Vendor Responsibility Questionnaire, dated__________________________________________________________________________________ to_____________________________ in connection with another State contract.3. Attached is an accurate and true copy of such previously submitted Vendor Responsibility Questionnaire.4. I hereby certify that with the exception of the information specified under “Authorized Contact for thisQuestionnaire”, and as changed herein, there has been no material change in the information pertaining tothe Contractor specified on such attached Questionnaire.AUTHORIZED CONTACT FOR THE PROPOSED CONTRACT:Name: ___________________________________________________________________Title: ____________________________________________________________________Telephone Number: ________________________________________________________Fax Number: ______________________________________________________________E-Mail: __________________________________________________________________________________________________________________Signature________________________________________________Print Name________________________________________________TitleSworn to before me this ________ day of ______________________________, 20___________________________________________Notary PublicRegistration No.: ________________________State of: _______________________________*Insert as appropriate: bid, amendment, renewal, template, assignment, etc.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 44& Complete Preventive Maintenance ServicesI. LEGAL BUSINESS ENTITY INFORMATIONLegal Business Entity Name1NEW YORK STATE VENDOR QUESTIONNAIREFOR –PROFIT BUSINESS ENTITYEINAddress of the Principal Place of Business (street, city, state, zip code) Telephone Faxext.E-mailWebsiteAdditional Legal Business Entity Identities: If applicable, list any other DBA, Trade Name, Former Name, OtherIdentity, or EIN used in the last five (5) years and the status (active or inactive).Type Name EIN Status1.0 Legal Business Entity Type – Check appropriate box and provide additional information:Corporation (including PC)Limited Liability Company (LLC orPLLC)Partnership (including LLP, LP orGeneral)Sole ProprietorOtherDate of IncorporationDate of OrganizationDate of Registration orEstablishmentHow many years in business?Date EstablishedIf Other, explain:1.1 Was the Legal Business Entity formed or incorporated in New York State? Yes NoIf ‘No,’ indicate jurisdiction where Legal Business Entity was formed or incorporated and attach a Certificate ofGood Standing from the applicable jurisdiction or provide an explanation if a Certificate of Good Standing isnot available.United StateStatesOtherCountryExplain, if not available:1.2 Is the Legal Business Entity publicly traded? Yes NoIf “Yes,” provide CIK Code or Ticker Symbol1.3 Does the Legal Business Entity have a DUNS Number? Yes NoIf “Yes,” Enter DUNS Number1 All underlined terms are defined in the “New York State Vendor Responsibility Definitions List,” which canbe found at http://www.osc.state.ny.us/vendrep/documents/definitions.pdf.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 45& Complete Preventive Maintenance ServicesI. LEGAL BUSINESS ENTITY INFORMATION1.4 If the Legal Business Entity’s Principal Place of Business is not in New York State, doesthe Legal Business Entity maintain an office in New York State?(Select “N/A,” if Principal Place of Business is in New York State.)If “Yes,” provide the address and telephone number for one office located in New York State.YesN/ANo1.5 Is the Legal Business Entity a New York State certified Minority-Owned BusinessEnterprise (MBE), Women-Owned Business Enterprise (WBE), New York State SmallBusiness (SB) or a federally certified Disadvantaged Business Enterprise (DBE)?If “Yes,” check all that apply:New York State certified Minority-Owned Business Enterprise (MBE)New York State certified Women-Owned Business Enterprise (WBE)New York State Small Business (SB)Federally certified Disadvantaged Business Enterprise (DBE)YesNo1.6 Identify Officials and Principal Owners, if applicable. For each person, include name, title and percentage ofownership. Attach additional pages if necessary. If applicable, reference to relevant SEC filing(s) containing therequired information is optional.Name Title Percentage Ownership (Enter0% if not applicable)(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 46& Complete Preventive Maintenance ServicesII. REPORTING ENTITY INFORMATIONThe Reporting Entity for this questionnaire is:Note: Select only one.Legal Business EntityNote: If selecting this option, “Reporting Entity” refers to the entire Legal Business Entity for theremainder of the questionnaire. (SKIP THE REMAINDER OF SECTION II AND PROCEED WITHSECTION III.)Organizational Unit within and operating under the authority of the Legal Business EntitySEE DEFINITIONS OF “REPORTING ENTITY” AND “ORGANIZATIONAL UNIT” FOR ADDITIONAL INFORMATIONON CRITERIA TO QUALIFY FOR THIS SELECTION.Note: If selecting this option, “Reporting Entity” refers to the Organizational Unit within the LegalBusiness Entity for the remainder of the questionnaire. (COMPLETE THE REMAINDER OF SECTION IIAND ALL REMAINING SECTIONS OF THIS QUESTIONNAIRE.)IDENTIFYING INFORMATIONa) Reporting Entity NameAddress of the Primary Place of Business (street, city, state, zip code)Telephoneext.b) Describe the relationship of the Reporting Entity to the Legal Business Entityc) Attach an organizational chartd) Does the Reporting Entity have a DUNS Number? Yes NoIf “Yes,” enter DUNS Numbere) Identify the designated manager(s) responsible for the business of the Reporting Entity. For each person,include name and title. Attach additional pages if necessary.NameTitle(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 47& Complete Preventive Maintenance ServicesINSTRUCTIONS FOR SECTIONS III THROUGH VIIFor each “Yes,” provide an explanation of the issue(s), relevant dates, the government entity involved, any remedialor corrective action(s) taken and the current status of the issue(s). For each “Other,” provide an explanation whichprovides the basis for not definitively responding “Yes” or “No.” Provide the explanation at the end of the section orattach additional sheets with numbered responses, including the Reporting Entity name at the top of any attachedpages.III. LEADERSHIP INTEGRITYWITHIN THE PAST FIVE (5) YEARS, HAS ANY CURRENT OR FORMER REPORTING ENTITY OFFICIALOR ANY INDIVIDUAL CURRENTLY OR FORMERLY HAVING THE AUTHORITY TO SIGN, EXECUTEOR APPROVE BIDS, PROPOSALS, CONTRACTS OR SUPPORTING DOCUMENTATION ON BEHALF OFTHE REPORTING ENTITY WITH ANY GOVERNMENT ENTITY BEEN:3.0 Sanctioned relative to any business or professional permit and/or license?3.1 Suspended, debarred, or disqualified from any government contracting process?3.2 The subject of an investigation, whether open or closed, by any government entityfor a civil or criminal violation for any business-related conduct?3.3 Charged with a misdemeanor or felony, indicted, granted immunity, convicted of acrime or subject to a judgment for:a) Any business-related activity; orb) Any crime, whether or not business-related, the underlying conduct of whichwas related to truthfulness?For each “Yes” or “Other” explain:YesOtherYesOtherYesOtherYesOtherNoNoNoNoIV. INTEGRITY – CONTRACT BIDDINGWITHIN THE PAST FIVE (5) YEARS, HAS THE REPORTING ENTITY:4.0 Been suspended or debarred from any government contracting process or been disqualifiedon any government procurement, permit, license, concession, franchise or lease, including,but not limited to, debarment for a violation of New York State Workers’ Compensation orPrevailing Wage laws or New York State Procurement Lobbying Law?4.1 Been subject to a denial or revocation of a government prequalification? Yes No4.2 Been denied a contract award or had a bid rejected based upon a non-responsibility findingby a government entity?4.3 Had a low bid rejected on a government contract for failure to make good faith efforts onany Minority-Owned Business Enterprise, Women-Owned Business Enterprise orDisadvantaged Business Enterprise goal or statutory affirmative action requirements on apreviously held contract?4.4 Agreed to a voluntary exclusion from bidding/contracting with a government entity? Yes NoYesYesYesNoNoNo4.5 Initiated a request to withdraw a bid submitted to a government entity in lieu of respondingto an information request or subsequent to a formal request to appear before the governmententity?For each “Yes,” explain:YesNo(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 48& Complete Preventive Maintenance ServicesV. INTEGRITY – CONTRACT AWARDWITHIN THE PAST FIVE (5) YEARS, HAS THE REPORTING ENTITY:5.0 Been suspended, cancelled or terminated for cause on any government contract including,but not limited to, a non-responsibility finding?5.1 Been subject to an administrative proceeding or civil action seeking specific performance orrestitution in connection with any government contract?5.2 Entered into a formal monitoring agreement as a condition of a contract award from agovernment entity?For each “Yes,” explain:YesYesYesNoNoNoVI. CERTIFICATIONS/LICENSESWITHIN THE PAST FIVE (5) YEARS, HAS THE REPORTING ENTITY:6.0 Had a revocation, suspension or disbarment of any business or professional permit and/orlicense?6.1 Had a denial, decertification, revocation or forfeiture of New York State certification ofMinority-Owned Business Enterprise, Women-Owned Business Enterprise or federalcertification of Disadvantaged Business Enterprise status for other than a change ofownership?For each “Yes,” explain:YesYesNoNoVII. LEGAL PROCEEDINGSWITHIN THE PAST FIVE (5) YEARS, HAS THE REPORTING ENTITY:7.0 Been the subject of an investigation, whether open or closed, by any government entity for acivil or criminal violation?7.1 Been the subject of an indictment, grant of immunity, judgment or conviction (includingentering into a plea bargain) for conduct constituting a crime?7.2 Received any OSHA citation and Notification of Penalty containing a violation classified asserious or willful?7.3 Had a government entity find a willful prevailing wage or supplemental payment violation orany other willful violation of New York State Labor Law?7.4 Entered into a consent order with the New York State Department of EnvironmentalConservation, or received an enforcement determination by any government entity involvinga violation of federal, state or local environmental laws?7.5 Other than previously disclosed:a) Been subject to fines or penalties imposed by government entities which in the aggregatetotal $25,000 or more; orb) Been convicted of a criminal offense pursuant to any administrative and/or regulatoryaction taken by any government entity?For each “Yes,” explain:YesYesYesYesYesYesNoNoNoNoNoNo(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 49& Complete Preventive Maintenance ServicesVIII. FINANCIAL AND ORGANIZATIONAL CAPACITY8.0 Within the past five (5) years, has the Reporting Entity received any formal unsatisfactoryperformance assessment(s) from any government entity on any contract?YesNoIf “Yes,” provide an explanation of the issue(s), relevant dates, the government entity involved, any remedial orcorrective action(s) taken and the current status of the issue(s). Provide answer below or attach additionalsheets with numbered responses.8.1 Within the past five (5) years, has the Reporting Entity had any liquidated damagesassessed over $25,000?If “Yes,” provide an explanation of the issue(s), relevant dates, contracting party involved, the amount assessedand the current status of the issue(s). Provide answer below or attach additional sheets with numberedresponses.8.2 Within the past five (5) years, have any liens or judgments (not including UCC filings) over$25,000 been filed against the Reporting Entity which remain undischarged?If “Yes,” provide an explanation of the issue(s), relevant dates, the Lien holder or Claimant’s name(s), theamount of the lien(s) and the current status of the issue(s). Provide answer below or attach additional sheetswith numbered responses.8.3 In the last seven (7) years, has the Reporting Entity initiated or been the subject of anybankruptcy proceedings, whether or not closed, or is any bankruptcy proceeding pending?If “Yes,” provide the bankruptcy chapter number, the court name and the docket number. Indicate the currentstatus of the proceedings as “Initiated,” “Pending” or “Closed.” Provide answer below or attach additionalsheets with numbered responses.8.4 During the past three (3) years, has the Reporting Entity failed to file or pay any tax returnsrequired by federal, state or local tax laws?If “Yes,” provide the taxing jurisdiction, the type of tax, the liability year(s), the tax liability amount theReporting Entity failed to file/pay and the current status of the tax liability. Provide answer below or attachadditional sheets with numbered responses.YesYesYesYesNoNoNoNo8.5 During the past three (3) years, has the Reporting Entity failed to file or pay any New YorkState unemployment insurance returns?YesNoIf “Yes,” provide the years the Reporting Entity failed to file/pay the insurance, explain the situation and anyremedial or corrective action(s) taken and the current status of the issue(s). Provide answer below or attachadditional sheets with numbered responses.8.6 During the past three (3) years, has the Reporting Entity had any government audit(s)completed?a) If “Yes,” did any audit of the Reporting Entity identify any reported significantdeficiencies in internal control, fraud, illegal acts, significant violations of provisionsof contract or grant agreements, significant abuse or any material disallowance?YesYesNoNoIf “Yes” to 8.6 a), provide an explanation of the issue(s), relevant dates, the government entity involved, anyremedial or corrective action(s) taken and the current status of the issue(s). Provide answer below or attachadditional sheets with numbered responses.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 50& Complete Preventive Maintenance ServicesIX. ASSOCIATED ENTITIESTHIS SECTION PERTAINS TO ANY ENTITY(IES) THAT EITHER CONTROLS OR IS CONTROLLED BYTHE REPORTING ENTITY.(SEE DEFINITION OF “ASSOCIATED ENTITY” FOR ADDITIONAL INFORMATION TO COMPLETE THISSECTION.) 9.0 Does the Reporting Entity have any Associated Entities?Note: All questions in this section must be answered if the Reporting Entity is either:Yes No−−An Organizational Unit; orThe entire Legal Business Entity which controls, or is controlled by, any otherentity(ies).If “No,” SKIP THE REMAINDER OF SECTION IX AND PROCEED WITH SECTION9.1X.Within the past five (5) years, has any Associated Entity Official or Principal Owner beencharged with a misdemeanor or felony, indicted, granted immunity, convicted of a crime orsubject to a judgment for:a) Any business-related activity; orb) Any crime, whether or not business-related, the underlying conduct of which wasrelated to truthfulness?If “Yes,” provide an explanation of the issue(s), the individual involved, his/her title and role in the AssociatedEntity, his/her relationship to the Reporting Entity, relevant dates, the government entity involved, any remedialor corrective action(s) taken and the current status of the issue(s).9.2 Does any Associated Entity have any currently undischarged federal, New York State, NewYork City or New York local government liens or judgments (not including UCC filings)over $50,000?If “Yes,” provide an explanation of the issue(s), identify the Associated Entity’s name(s), EIN(s), primarybusiness activity, relationship to the Reporting Entity, relevant dates, the Lien holder or Claimant’s name(s), theamount of the lien(s) and the current status of the issue(s). Provide answer below or attach additional sheetswith numbered responses.9.3 Within the past five (5) years, has any Associated Entity:YesYesNoNoa) Been disqualified, suspended or debarred from any federal, New York State, New YorkCity or other New York local government contracting process?b) Been denied a contract award or had a bid rejected based upon a non-responsibilityfinding by any federal, New York State, New York City, or New York localgovernment entity?c) Been suspended, cancelled or terminated for cause (including for non-responsibility) onany federal, New York State, New York City or New York local government contract?d) Been the subject of an investigation, whether open or closed, by any federal, New YorkState, New York City, or New York local government entity for a civil or criminalviolation with a penalty in excess of $500,000?e) Been the subject of an indictment, grant of immunity, judgment, or conviction(including entering into a plea bargain) for conduct constituting a crime?f) Been convicted of a criminal offense pursuant to any administrative and/or regulatoryaction taken by any federal, New York State, New York City, or New York localgovernment entity?g) Initiated or been the subject of any bankruptcy proceedings, whether or not closed, or isany bankruptcy proceeding pending?YesYesYesYesYesYesYesNoNoNoNoNoNoNo(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 51& Complete Preventive Maintenance ServicesIX. ASSOCIATED ENTITIESTHIS SECTION PERTAINS TO ANY ENTITY(IES) THAT EITHER CONTROLS OR IS CONTROLLED BYTHE REPORTING ENTITY.(SEE DEFINITION OF “ASSOCIATED ENTITY” FOR ADDITIONAL INFORMATION TO COMPLETE THISSECTION.)For each “Yes,” provide an explanation of the issue(s), identify the Associated Entity’s name(s), EIN(s),primary business activity, relationship to the Reporting Entity, relevant dates, the government entity involved,any remedial or corrective action(s) taken and the current status of the issue(s). Provide answer below or attachadditional sheets with numbered responses.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 52& Complete Preventive Maintenance ServicesX. FREEDOM OF INFORMATION LAW (FOIL)10. Indicate whether any information supplied herein is believed to be exempt from disclosureunder the Freedom of Information Law (FOIL).Note: A determination of whether such information is exempt from FOIL will be made atthe time of any request for disclosure under FOIL.Indicate the question number(s) and explain the basis for the claim.YesNoXI. AUTHORIZED CONTACT FOR THIS QUESTIONNAIREName Telephone FaxTitleEmailext.(continued)

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 53& Complete Preventive Maintenance ServicesCertificationThe undersigned: (1) recognizes that this questionnaire is submitted for the express purpose ofassisting New York State contracting entities in making responsibility determinations regardingan award of a contract or approval of a subcontract; (2) recognizes that the Office of the StateComptroller (OSC) will rely on information disclosed in the questionnaire in makingresponsibility determinations and in approving a contract or subcontract; (3) acknowledges thatthe New York State contracting entities and OSC may, in their discretion, by means which theymay choose, verify the truth and accuracy of all statements made herein; and (4) acknowledgesthat intentional submission of false or misleading information may constitute a misdemeanor orfelony under New York State Penal Law, may be punishable by a fine and/or imprisonmentunder Federal Law, and may result in a finding of non-responsibility, contract suspension orcontract termination.The undersigned certifies that he/she:• is knowledgeable about the Reporting Entity's business and operations;• has read and understands all of the questions contained in the questionnaire;• has not altered the content of the questionnaire in any manner;• has reviewed and/or supplied full and complete responses to each question;• to the best of his/her knowledge, information and belief, confirms that the Reporting Entity's responses aretrue, accurate and complete, including all attachments, if applicable;• understands that New York State will rely on the information disclosed in the questionnaire when enteringinto a contract with the Reporting Entity; and• is under obligation to update the information provided herein to include any material changes to theReporting Entity's responses at the time of bid/proposal submission through the contract award notification,and may be required to update the information at the request of the New York State contracting entities orOSC prior to the award and/or approval of a contract, or during the term of the contract.Signature ofOwner/OfficerPrinted Name ofSignatoryTitleReporting Entity NameAddressCity, State, ZipSworn to before methis day of 20 ;(continued)Notary Public

GROUP 40490 – LEASE VEHICLES (2012 OR Newer Truck Tractors & Van) PAGE 54& Complete Preventive Maintenance ServicesCONTRACTOR CERTIFICATION FORMS(Pursuant to Section 5-A of the Tax Law)Form ST-220-TD (4 pages)If filing with the Department of Taxation& Financefor the first time, or previously submitted information needsto be updated, these 4 pages must be removed from this bid,completed, signed and submitted directly to theDepartment of Taxation and Finance.Form ST-220-CA (2 pages)Regardless of whether ST-220-TD is being filed/updatedfor this bid or not, these 2 pages must be completed, signedand returned with this bid.(continued)

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NEW YORK STATE DEPARTMENT OF CORRECTIONAL SERVICESDIVISION OF INDUSTRIES - CORCRAFTAPPENDIX ASTANDARD CLAUSES FOR NEW YORK STATE CONTRACTSPLEASE RETAIN THIS DOCUMENTFOR FUTURE REFERENCEJune 2011

STANDARD CLAUSES FOR NYS CONTRACTSAPPENDIX ATABLE OF CONTENTS1. Executory Clause 32. Non-Assignment Clause 33. Comptroller’s Approval 34. Workers’ Compensation Benefits 35. Non-Discrimination Requirements 36. Wage and Hours Provisions 37. Non-Collusive Bidding Certification 38. International Boycott Prohibition 49. Set-Off Rights 410. Records 411. Identifying Information and Privacy Notification 412. Equal Employment Opportunities For Minorities and Women 413. Conflicting Terms 514. Governing Law 515. Late Payment 516. No Arbitration 517. Service of Process 518. Prohibition on Purchase of Tropical Hardwoods 519. MacBride Fair Employment Principles 520. Omnibus Procurement Act of 1992 521. Reciprocity and Sanctions Provisions 622. Compliance with New York State InformationSecurity Breach and Notification Act 623. Compliance with Consultant Disclosure Law 624. Procurement Lobbying 625. Certification of Registration to Collect Sales andCompensating Use Tax by Certain State Contractors,Affiliates and Subcontractors 6PagePage 2 June 2011

STANDARD CLAUSES FOR NYS CONTRACTSAPPENDIX ASTANDARD CLAUSES FOR NYS CONTRACTSThe parties to the attached contract, license, lease,amendment or other agreement of any kind (hereinafter, "thecontract" or "this contract") agree to be bound by the followingclauses which are hereby made a part of the contract (the word"Contractor" herein refers to any party other than the State,whether a contractor, licenser, licensee, lessor, lessee or anyother party):1. EXECUTORY CLAUSE. In accordance with Section41 of the State Finance Law, the State shall have no liabilityunder this contract to the Contractor or to anyone else beyondfunds appropriated and available for this contract.2. NON-ASSIGNMENT CLAUSE. In accordance withSection 138 of the State Finance Law, this contract may not beassigned by the Contractor or its right, title or interest thereinassigned, transferred, conveyed, sublet or otherwise disposedof without the State’s previous written consent, and attempts todo so are null and void. Notwithstanding the foregoing, suchprior written consent of an assignment of a contract letpursuant to Article XI of the State Finance Law may be waivedat the discretion of the contracting agency and with theconcurrence of the State Comptroller where the originalcontract was subject to the State Comptroller’s approval, wherethe assignment is due to a reorganization, merger orconsolidation of the Contractor’s business entity or enterprise.The State retains its right to approve an assignment and torequire that any Contractor demonstrate its responsibility to dobusiness with the State. The Contractor may, however, assignits right to receive payments without the State’s prior writtenconsent unless this contract concerns Certificates ofParticipation pursuant to Article 5-A of the State Finance Law.3. COMPTROLLER'S APPROVAL. In accordancewith Section 112 of the State Finance Law (or, if this contractis with the State University or City University of New York,Section 355 or Section 6218 of the Education Law), if thiscontract exceeds $50,000 (or the minimum thresholds agreed toby the Office of the State Comptroller for certain S.U.N.Y. andC.U.N.Y. contracts), or if this is an amendment for any amountto a contract which, as so amended, exceeds said statutoryamount, or if, by this contract, the State agrees to givesomething other than money when the value or reasonablyestimated value of such consideration exceeds $10,000, it shallnot be valid, effective or binding upon the State until it hasbeen approved by the State Comptroller and filed in his office.Comptroller's approval of contracts let by the Office of GeneralServices is required when such contracts exceed $85,000 (StateFinance Law Section 163.6.a).4. WORKERS' COMPENSATION BENEFITS. Inaccordance with Section 142 of the State Finance Law, thiscontract shall be void and of no force and effect unless theContractor shall provide and maintain coverage during the lifeof this contract for the benefit of such employees as arerequired to be covered by the provisions of the Workers'Compensation Law.employee or applicant for employment because of race, creed,color, sex, national origin, sexual orientation, age, disability,genetic predisposition or carrier status, or marital status.Furthermore, in accordance with Section 220-e of the LaborLaw, if this is a contract for the construction, alteration orrepair of any public building or public work or for themanufacture, sale or distribution of materials, equipment orsupplies, and to the extent that this contract shall be performedwithin the State of New York, Contractor agrees that neither itnor its subcontractors shall, by reason of race, creed, color,disability, sex, or national origin: (a) discriminate in hiringagainst any New York State citizen who is qualified andavailable to perform the work; or (b) discriminate against orintimidate any employee hired for the performance of workunder this contract. If this is a building service contract asdefined in Section 230 of the Labor Law, then, in accordancewith Section 239 thereof, Contractor agrees that neither it norits subcontractors shall by reason of race, creed, color, nationalorigin, age, sex or disability: (a) discriminate in hiring againstany New York State citizen who is qualified and available toperform the work; or (b) discriminate against or intimidate anyemployee hired for the performance of work under thiscontract. Contractor is subject to fines of $50.00 per personper day for any violation of Section 220-e or Section 239 aswell as possible termination of this contract and forfeiture ofall moneys due hereunder for a second or subsequent violation.6. WAGE AND HOURS PROVISIONS. If this is apublic work contract covered by Article 8 of the Labor Law ora building service contract covered by Article 9 thereof, neitherContractor's employees nor the employees of its subcontractorsmay be required or permitted to work more than the number ofhours or days stated in said statutes, except as otherwiseprovided in the Labor Law and as set forth in prevailing wageand supplement schedules issued by the State LaborDepartment. Furthermore, Contractor and its subcontractorsmust pay at least the prevailing wage rate and pay or providethe prevailing supplements, including the premium rates forovertime pay, as determined by the State Labor Department inaccordance with the Labor Law. Additionally, effective April28, 2008, if this is a public work contract covered by Article 8of the Labor Law, the Contractor understands and agrees thatthe filing of payrolls in a manner consistent with Subdivision3-a of Section 220 of the Labor Law shall be a conditionprecedent to payment by the State of any State approved sumsdue and owing for work done upon the project.7. NON-COLLUSIVE BIDDING CERTIFICATION.In accordance with Section 139-d of the State Finance Law, ifthis contract was awarded based upon the submission of bids,Contractor affirms, under penalty of perjury, that its bid wasarrived at independently and without collusion aimed atrestricting competition. Contractor further affirms that, at thetime Contractor submitted its bid, an authorized andresponsible person executed and delivered to the State a noncollusivebidding certification on Contractor's behalf.5. NON-DISCRIMINATION REQUIREMENTS. Tothe extent required by Article 15 of the Executive Law (alsoknown as the Human Rights Law) and all other State andFederal statutory and constitutional non-discriminationprovisions, the Contractor will not discriminate against anyPage 3 June 2011

STANDARD CLAUSES FOR NYS CONTRACTS8. INTERNATIONAL BOYCOTT PROHIBITION.In accordance with Section 220-f of the Labor Law and Section139-h of the State Finance Law, if this contract exceeds$5,000, the Contractor agrees, as a material condition of thecontract, that neither the Contractor nor any substantiallyowned or affiliated person, firm, partnership or corporation hasparticipated, is participating, or shall participate in aninternational boycott in violation of the federal ExportAdministration Act of 1979 (50 USC App. Sections 2401 etseq.) or regulations thereunder. If such Contractor, or any ofthe aforesaid affiliates of Contractor, is convicted or isotherwise found to have violated said laws or regulations uponthe final determination of the United States CommerceDepartment or any other appropriate agency of the UnitedStates subsequent to the contract's execution, such contract,amendment or modification thereto shall be rendered forfeitand void. The Contractor shall so notify the State Comptrollerwithin five (5) business days of such conviction, determinationor disposition of appeal (2NYCRR 105.4).9. SET-OFF RIGHTS. The State shall have all of itscommon law, equitable and statutory rights of set-off. Theserights shall include, but not be limited to, the State's option towithhold for the purposes of set-off any moneys due to theContractor under this contract up to any amounts due andowing to the State with regard to this contract, any othercontract with any State department or agency, including anycontract for a term commencing prior to the term of thiscontract, plus any amounts due and owing to the State for anyother reason including, without limitation, tax delinquencies,fee delinquencies or monetary penalties relative thereto. TheState shall exercise its set-off rights in accordance with normalState practices including, in cases of set-off pursuant to anaudit, the finalization of such audit by the State agency, itsrepresentatives, or the State Comptroller.10. RECORDS. The Contractor shall establish andmaintain complete and accurate books, records, documents,accounts and other evidence directly pertinent to performanceunder this contract (hereinafter, collectively, "the Records").The Records must be kept for the balance of the calendar yearin which they were made and for six (6) additional yearsthereafter. The State Comptroller, the Attorney General andany other person or entity authorized to conduct anexamination, as well as the agency or agencies involved in thiscontract, shall have access to the Records during normalbusiness hours at an office of the Contractor within the State ofNew York or, if no such office is available, at a mutuallyagreeable and reasonable venue within the State, for the termspecified above for the purposes of inspection, auditing andcopying. The State shall take reasonable steps to protect frompublic disclosure any of the Records which are exempt fromdisclosure under Section 87 of the Public Officers Law (the"Statute") provided that: (i) the Contractor shall timely informan appropriate State official, in writing, that said recordsshould not be disclosed; and (ii) said records shall besufficiently identified; and (iii) designation of said records asexempt under the Statute is reasonable. Nothing containedherein shall diminish, or in any way adversely affect, theState's right to discovery in any pending or future litigation.11. IDENTIFYING INFORMATION AND PRIVACYNOTIFICATION. (a) FEDERAL EMPLOYERIDENTIFICATION NUMBER and/or FEDERAL SOCIALSECURITY NUMBER. All invoices or New York Statestandard vouchers submitted for payment for the sale of goodsor services or the lease of real or personal property to a NewAPPENDIX AYork State agency must include the payee's identificationnumber, i.e., the seller's or lessor's identification number. Thenumber is either the payee's Federal employer identificationnumber or Federal social security number, or both suchnumbers when the payee has both such numbers. Failure toinclude this number or numbers may delay payment. Wherethe payee does not have such number or numbers, the payee,on its invoice or New York State standard voucher, must givethe reason or reasons why the payee does not have suchnumber or numbers.(b) PRIVACY NOTIFICATION. (1) The authority torequest the above personal information from a seller of goodsor services or a lessor of real or personal property, and theauthority to maintain such information, is found in Section 5 ofthe State Tax Law. Disclosure of this information by the selleror lessor to the State is mandatory. The principal purpose forwhich the information is collected is to enable the State toidentify individuals, businesses and others who have beendelinquent in filing tax returns or may have understated theirtax liabilities and to generally identify persons affected by thetaxes administered by the Commissioner of Taxation andFinance. The information will be used for tax administrationpurposes and for any other purpose authorized by law. (2) Thepersonal information is requested by the purchasing unit of theagency contracting to purchase the goods or services or leasethe real or personal property covered by this contract or lease.The information is maintained in New York State's CentralAccounting System by the Director of Accounting Operations,Office of the State Comptroller, 110 State Street, Albany, NewYork 12236.12. EQUAL EMPLOYMENT OPPORTUNITIES FORMINORITIES AND WOMEN. In accordance with Section312 of the Executive Law and 5 NYCRR 143, if this contractis: (i) a written agreement or purchase order instrument,providing for a total expenditure in excess of $25,000.00,whereby a contracting agency is committed to expend or doesexpend funds in return for labor, services, supplies, equipment,materials or any combination of the foregoing, to be performedfor, or rendered or furnished to the contracting agency; or (ii) awritten agreement in excess of $100,000.00 whereby acontracting agency is committed to expend or does expendfunds for the acquisition, construction, demolition,replacement, major repair or renovation of real property andimprovements thereon; or (iii) a written agreement in excess of$100,000.00 whereby the owner of a State assisted housingproject is committed to expend or does expend funds for theacquisition, construction, demolition, replacement, major repairor renovation of real property and improvements thereon forsuch project, then the following shall apply and by signing thisagreement the Contractor certifies and affirms that it isContractor’s equal employment opportunity policy that:(a) The Contractor will not discriminate against employees orapplicants for employment because of race, creed, color, nationalorigin, sex, age, disability or marital status, shall make anddocument its conscientious and active efforts to employ andutilize minority group members and women in its work force onState contracts and will undertake or continue existing programsof affirmative action to ensure that minority group members andwomen are afforded equal employment opportunities withoutdiscrimination. Affirmative action shall mean recruitment,employment, job assignment, promotion, upgradings, demotion,transfer, layoff, or termination and rates of pay or other forms ofcompensation;Page 4 June 2011

STANDARD CLAUSES FOR NYS CONTRACTS(b) at the request of the contracting agency, the Contractor shallrequest each employment agency, labor union, or authorizedrepresentative of workers with which it has a collectivebargaining or other agreement or understanding, to furnish awritten statement that such employment agency, labor union orrepresentative will not discriminate on the basis of race, creed,color, national origin, sex, age, disability or marital status andthat such union or representative will affirmatively cooperate inthe implementation of the Contractor's obligations herein; and(c) the Contractor shall state, in all solicitations oradvertisements for employees, that, in the performance of theState contract, all qualified applicants will be afforded equalemployment opportunities without discrimination because ofrace, creed, color, national origin, sex, age, disability or maritalstatus.Contractor will include the provisions of "a", "b", and "c" above,in every subcontract over $25,000.00 for the construction,demolition, replacement, major repair, renovation, planning ordesign of real property and improvements thereon (the "Work")except where the Work is for the beneficial use of the Contractor.Section 312 does not apply to: (i) work, goods or servicesunrelated to this contract; or (ii) employment outside New YorkState. The State shall consider compliance by a contractor orsubcontractor with the requirements of any federal lawconcerning equal employment opportunity which effectuates thepurpose of this section. The contracting agency shall determinewhether the imposition of the requirements of the provisionshereof duplicate or conflict with any such federal law and if suchduplication or conflict exists, the contracting agency shall waivethe applicability of Section 312 to the extent of such duplicationor conflict. Contractor will comply with all duly promulgatedand lawful rules and regulations of the Department of EconomicDevelopment’s Division of Minority and Women's BusinessDevelopment pertaining hereto.13. CONFLICTING TERMS. In the event of a conflictbetween the terms of the contract (including any and allattachments thereto and amendments thereof) and the terms ofthis Appendix A, the terms of this Appendix A shall control.14. GOVERNING LAW. This contract shall be governedby the laws of the State of New York except where the Federalsupremacy clause requires otherwise.15. LATE PAYMENT. Timeliness of payment and anyinterest to be paid to Contractor for late payment shall begoverned by Article 11-A of the State Finance Law to theextent required by law.16. NO ARBITRATION. Disputes involving thiscontract, including the breach or alleged breach thereof, maynot be submitted to binding arbitration (except wherestatutorily authorized), but must, instead, be heard in a court ofcompetent jurisdiction of the State of New York.17. SERVICE OF PROCESS. In addition to the methodsof service allowed by the State Civil Practice Law & Rules("CPLR"), Contractor hereby consents to service of processupon it by registered or certified mail, return receipt requested.Service hereunder shall be complete upon Contractor's actualreceipt of process or upon the State's receipt of the returnthereof by the United States Postal Service as refused orundeliverable. Contractor must promptly notify the State, inwriting, of each and every change of address to which serviceof process can be made. Service by the State to the last knownAPPENDIX Aaddress shall be sufficient. Contractor will have thirty (30)calendar days after service hereunder is complete in which torespond.18. PROHIBITION ON PURCHASE OF TROPICALHARDWOODS. The Contractor certifies and warrants that allwood products to be used under this contract award will be inaccordance with, but not limited to, the specifications andprovisions of Section 165 of the State Finance Law, (Use ofTropical Hardwoods) which prohibits purchase and use oftropical hardwoods, unless specifically exempted, by the Stateor any governmental agency or political subdivision or publicbenefit corporation. Qualification for an exemption under thislaw will be the responsibility of the contractor to establish tomeet with the approval of the State.In addition, when any portion of this contract involving the useof woods, whether supply or installation, is to be performed byany subcontractor, the prime Contractor will indicate andcertify in the submitted bid proposal that the subcontractor hasbeen informed and is in compliance with specifications andprovisions regarding use of tropical hardwoods as detailed in§165 State Finance Law. Any such use must meet with theapproval of the State; otherwise, the bid may not be consideredresponsive. Under bidder certifications, proof of qualificationfor exemption will be the responsibility of the Contractor tomeet with the approval of the State.19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES.In accordance with the MacBride Fair Employment Principles(Chapter 807 of the Laws of 1992), the Contractor herebystipulates that the Contractor either (a) has no businessoperations in Northern Ireland, or (b) shall take lawful steps ingood faith to conduct any business operations in NorthernIreland in accordance with the MacBride Fair EmploymentPrinciples (as described in Section 165 of the New York StateFinance Law), and shall permit independent monitoring ofcompliance with such principles.20. OMNIBUS PROCUREMENT ACT OF 1992. It isthe policy of New York State to maximize opportunities for theparticipation of New York State business enterprises, includingminority and women-owned business enterprises as bidders,subcontractors and suppliers on its procurement contracts.Information on the availability of New York Statesubcontractors and suppliers is available from:NYS Department of Economic DevelopmentDivision for Small Business30 South Pearl St -- 7 th FloorAlbany, New York 12245Telephone: 518-292-5220Fax: 518-292-5884http://www.empire.state.ny.usA directory of certified minority and women-owned businessenterprises is available from:NYS Department of Economic DevelopmentDivision of Minority and Women's BusinessDevelopment30 South Pearl St -- 2nd FloorAlbany, New York 12245Telephone: 518-292-5250Fax: 518-292-5803http://www.empire.state.ny.usPage 5 June 2011

STANDARD CLAUSES FOR NYS CONTRACTSThe Omnibus Procurement Act of 1992 requires that bysigning this bid proposal or contract, as applicable, Contractorscertify that whenever the total bid amount is greater than $1million:(a) The Contractor has made reasonable efforts toencourage the participation of New York State BusinessEnterprises as suppliers and subcontractors, including certifiedminority and women-owned business enterprises, on thisproject, and has retained the documentation of these efforts tobe provided upon request to the State;(b) The Contractor has complied with the Federal EqualOpportunity Act of 1972 (P.L. 92-261), as amended;(c) The Contractor agrees to make reasonable efforts toprovide notification to New York State residents ofemployment opportunities on this project through listing anysuch positions with the Job Service Division of the New YorkState Department of Labor, or providing such notification insuch manner as is consistent with existing collective bargainingcontracts or agreements. The Contractor agrees to documentthese efforts and to provide said documentation to the Stateupon request; and(d) The Contractor acknowledges notice that the State mayseek to obtain offset credits from foreign countries as a resultof this contract and agrees to cooperate with the State in theseefforts.APPENDIX A24. PROCUREMENT LOBBYING. To the extent thisagreement is a "procurement contract" as defined byState Finance Law Sections 139-j and 139-k, by signing thisagreement the contractor certifies and affirms that alldisclosures made in accordance with State Finance LawSections 139-j and 139-k are complete, true and accurate. Inthe event such certification is found to be intentionally false orintentionally incomplete, the State may terminate theagreement by providing written notification to the Contractorin accordance with the terms of the agreement.25. CERTIFICATION OF REGISTRATION TOCOLLECT SALES AND COMPENSATING USE TAX BYCERTAIN STATE CONTRACTORS, AFFILIATES ANDSUBCONTRACTORS.To the extent this agreement is a contract as defined by TaxLaw Section 5-a, if the contractor fails to make the certificationrequired by Tax Law Section 5-a or if during the term of thecontract, the Department of Taxation and Finance or thecovered agency, as defined by Tax Law 5-a, discovers that thecertification, made under penalty of perjury, is false, then suchfailure to file or false certification shall be a material breach ofthis contract and this contract may be terminated, by providingwritten notification to the Contractor in accordance with theterms of the agreement, if the covered agency determines thatsuch action is in the best interest of the State.21. RECIPROCITY AND SANCTIONS PROVISIONS.Bidders are hereby notified that if their principal place ofbusiness is located in a country, nation, province, state orpolitical subdivision that penalizes New York State vendors,and if the goods or services they offer will be substantiallyproduced or performed outside New York State, the OmnibusProcurement Act 1994 and 2000 amendments (Chapter 684and Chapter 383, respectively) require that they be deniedcontracts which they would otherwise obtain. NOTE: As ofMay 15, 2002, the list of discriminatory jurisdictions subject tothis provision includes the states of South Carolina, Alaska,West Virginia, Wyoming, Louisiana and Hawaii. ContactNYS Department of Economic Development for a current listof jurisdictions subject to this provision.22. COMPLIANCE WITH NEW YORK STATEINFORMATION SECURITY BREACH ANDNOTIFICATION ACT. Contractor shall comply with theprovisions of the New York State Information Security Breachand Notification Act (General Business Law Section 899-aa;State Technology Law Section 208).23. COMPLIANCE WITH CONSULTANTDISCLOSURE LAW. If this is a contract for consultingservices, defined for purposes of this requirement to includeanalysis, evaluation, research, training, data processing,computer programming, engineering, environmental, health,and mental health services, accounting, auditing, paralegal,legal or similar services, then, in accordance with Section 163(4-g) of the State Finance Law (as amended by Chapter 10 ofthe Laws of 2006), the Contractor shall timely, accurately andproperly comply with the requirement to submit an annualemployment report for the contract to the agency that awardedthe contract, the Department of Civil Service and the StateComptroller.Page 6 June 2011

NEW YORK STATE DEPARTMENT OF CORRECTIONAL SERVICESDIVISION OF INDUSTRIES - CORCRAFTAPPENDIX BGENERAL SPECIFICATIONSPLEASE RETAIN THIS DOCUMENT FOR FUTURE REFERENCEJuly 2006

GENERAL SPECIFICATIONSAPPENDIX BTABLE OF CONTENTSGENERALPAGETERMS & CONDITIONSPAGE1. Applicability 12. Governing Law 13. Ethics Compliance 14. Conflict of Terms 15. Definitions 1-3BID SUBMISSION6. International Bidding 37. Bid Opening 38. Bid Submission 39. Facsimile Submissions 310. Authentication of Facsimile Bids 411. Late Bids 412. Bid Contents 413. Extraneous Terms 414. Confidential/Trade Secret Materials 415. Release of Bid Evaluation Materials 416. Freedom of Information Law 517. Prevailing Wage Rates - Public Worksand Building Services Contracts 518. Taxes 519. Expenses Prior to Contract Execution 620. Advertising Results 621. Product References 622. Remanufactured, Recycled, RecyclableOr Recovered Materials 623. Pricing 624. Drawings 725. Site Inspection 726. Procurement Card 727. Samples 7BID EVALUATION28. Bid Evaluation 829. Conditional Bid 830. Clarification/Revisions 831. Prompt Payment Discounts 832. Equivalent or Identical Bids 833. Performance and ResponsibilityQualifications 834. Disqualification for Past Performance 835. Quantity Changes Prior To Award 836. Timeframe for Offers 8TERMS & CONDITIONS37. Contract Creation/Execution 838. Participation in Centralized Contracts 839. Modification of Contract Terms 940. Scope Changes 941. Estimated/Specific Quantity Contracts 942. Emergency Contracts 943. Purchase Orders 944. Product Delivery 1045. Weekend and Holiday Deliveries 1046. Shipping/Receipt of Product 1047. Title and Risk of Loss 1048. Re-Weighing Product 1049. Product Substitution 1050. Rejected Product 1051. Installation 1052. Repaired or Replaced Product/Components 1053. On-Site Storage 1154. Employees/Subcontractors/Agents 1155. Assignment 1156. Subcontractors and Suppliers 1157. Performance/Bid Bond 1158. Suspension of Work 1159. Termination 1160. Savings/Force Majeure 1261. Contract Billings 1262. Default - Authorized User 1263. Interest on Late Payments 1264. Remedies for Breach 1365. Assignment of Claim 1366. Toxic Substances 1367. Independent Contractor 1368. Security 1369. Cooperation with Third Parties 1370. Contract Term - Renewal 1371. Additional Warranties 1372. Legal Compliance 1473. Indemnification 1574. Indemnification Relating to ThirdParty Rights 1575. Limitation of Liability 1576. Insurance 15THE FOLLOWING CLAUSES PERTAIN TOTECHNOLOGY & NEGOTIATED CONTRACTS77. Software License Grant 1578. Product Acceptance 1779. Audit of Licensed Product Usage 1780. Ownership/Title to ProjectDeliverables 1781. Proof of License 1882. Product Version 1883. Changes to Product orService Offerings 1884. No Hardstop/PassiveLicense Monitoring 1985. Source Code Escrow forLicensed Product 19July 2006

GENERAL SPECIFICATIONS1. APPLICABILITY The terms and conditions set forth in thisAppendix B are expressly incorporated in and applicable to theresulting procurement contracts let by the Division of IndustresProcurement Services Group, or let by any other Authorized Userwhere incorporated by reference in its Bid Documents. Captions areintended as descriptive and are not intended to limit or otherwiserestrict the terms and conditions set forth herein.2. GOVERNING LAW This procurement, the resulting contractand any purchase orders issued hereunder shall be governed by thelaws of the State of New York except where the Federal supremacyclause requires otherwise, and actions or proceedings arising from thecontract shall be heard in a court of competent jurisdiction in the Stateof New York.3. ETHICS COMPLIANCE All Bidders/Contractors and theiremployees must comply with the requirements of Sections 73 and 74of the Public Officers Law, other State codes, rules, regulations andexecutive orders establishing ethical standards for the conduct ofbusiness with New York State. In signing the Bid, Bidder certifies fullcompliance with those provisions for any present or future dealings,transactions, sales, contracts, services, offers, relationships, etc.,involving New York State and/or its employees. Failure to complywith those provisions may result in disqualification from the Biddingprocess, termination of contract, and/or other civil or criminalproceedings as required by law.4. CONFLICT OF TERMS Unless otherwise set forth in theprocurement or contract documents, conflicts among documents shallbe resolved in the following order of precedence:a. Appendix A (Standard Clauses for NYS Contracts)b. Mini-Bid Project Definition if applicable and in accordancewith the terms and conditions of the Back-Drop Contract.c. Contract and other writing(s) setting forth the finalagreements, clarifications and terms between the Bid Documents andContractor’s Bid. In the latter circumstance, clarifications mustspecifically note in writing what was offered by the Contractor andwhat was accepted by the State. If not, such clarifications shall beconsidered last in the order of precedence under this paragraph.d. Bid Documents (Other than Appendix A).i. Bid Specifications prepared by the Authorized User.ii. Appendix B (General Specifications).iii. Incorporated Contract Appendices, if any, following theorder of precedence as stated for Contract above.e. Contractor’s Bid or Mini-Bid Proposal.f. Unincorporated Appendices (if any).5. DEFINITIONS Terms used in this Appendix B shall have thefollowing meanings:AFFILIATE Any individual or other legal entity, (including but notlimited to sole proprietor, partnership, limited liability company, firmor corporation) that effectively controls another company in which (a)the Bidder owns more than 50% of the ownership; or (b) anyindividual or other legal entity which owns more than 50% of theownership of the Bidder. In addition, if a Bidder owns less than 50%of the ownership of another legal entity, but directs or has the right todirect such entity’s daily operations, that entity will be an Affiliate.AGENCY OR AGENCIES The State of New York, acting by orthrough one or more departments, boards, commissions, offices orinstitutions of the State of New York.ATTORNEY GENERAL Attorney General of the State of NewYork.APPENDIX BAUTHORIZED USER(S) Agencies, or any other entity authorizedby the laws of the State of New York to participate in NYS centralizedcontracts (including but not limited to political subdivisions, publicauthorities, public benefit corporations and certain other entities setforth in law), or the State of New York acting on behalf of one or moresuch Agencies or other entities, provided that each such Agency orother entity shall be held solely responsible for liabilities or paymentsdue as a result of its participation.BID OR BID PROPOSAL An offer or proposal submitted by aBidder to furnish a described product or a solution, perform services ormeans of achieving a practical end, at a stated price for the statedContract term. As required by the Bid Documents, the Bid or proposalmay be subject to modification through the solicitation by the Agencyof best and final offers during the evaluation process prior torecommendation for award of the Contract.BIDDER/OFFERER Any individual or other legal entity (includingbut not limited to sole proprietor, partnership, limited liabilitycompany, firm or corporation) which submits a Bid in response to aBid Solicitation. The term Bidder shall also include the term“offeror.” In the case of negotiated Contracts, “Bidder” shall refer tothe “Contractor.”BID DOCUMENTS Writings by the State setting forth the scope,terms, conditions and technical specifications for a procurement ofProduct. Such writings typically include, but are not limited to:Invitation for Bids (IFB), Request for Quotation (RFQ), Request forProposals (RFP), addenda or amendments thereto, and terms andconditions which are incorporated by reference, including but notlimited to, Appendix A (Standard Clauses for NYS Contracts),Appendix B, (General Specifications). Where these GeneralSpecifications are incorporated in negotiated Contracts that have notbeen competitively Bid, the term “Bid Documents” shall be deemed torefer to the terms and conditions set forth in the negotiated Contractand associated documentation.BID SPECIFICATION A written description drafted by theAuthorized User setting forth the specific terms of the intendedprocurement, which may include: physical or functionalcharacteristics, the nature of a commodity or construction item, anydescription of the work to be performed, Products to be provided, thenecessary qualifications of the Bidder, the capacity and capability ofthe Bidder to successfully carry out the proposed Contract, or theprocess for achieving specific results and/or anticipated outcomes orany other requirement necessary to perform work. Where theseGeneral Specifications are incorporated in negotiated Contracts thathave not been competitively Bid, the term “Bid Specifications” shallbe deemed to refer to the terms and conditions set forth in thenegotiated Contract and associated documentation.COMMISSIONER Commissioner of Division of Industries, or in thecase of Bid Specifications issued by an Authorized User, the head ofsuch Authorized User or their authorized representative.COMPTROLLER Comptroller of the State of New York.CONTRACT The writing(s) which contain the agreement of theCommissioner and the Bidder/Contractor setting forth the total legalobligation between the parties as determined by applicable rules oflaw, and which most typically include the following classifications ofpublic procurements:a. Agency Specific Contracts Contracts where the specificationsfor a Product or a particular scope of work are described and definedto meet the needs of one or more Authorized User(s).July 2006 1

GENERAL SPECIFICATIONSAPPENDIX Bb. Centralized Contracts Single or multiple award Contractswhere the specifications for a Product or general scope of work aredescribed and defined by the Office of General Services to meet theneeds of Authorized Users. Centralized Contracts may be awardedthrough multiple awards or through adoption of another jurisdiction’scontract or on a sole source, single source, emergency or competitivebasis. Once established, procurements may be made from the selectedContractor(s) without further competition or Mini-Bid unlessotherwise required by the Bid Specifications or Contract AwardNotification.c. Back-Drop Contracts Multiple award Centralized Contractswhere the Office of General Services defines the specifications for aProduct or general scope of work to meet the needs of AuthorizedUsers. Bids may be submitted either at a date and time certain or maybe accepted on a continuous or periodic recruitment basis, as set forthin the Bid Specifications. Selection of a Contractor(s) from amongBack-Drop contract holders for an actual Product, project or particularscope of work may subsequently be made on a single or sole sourcebasis, or on the basis of a Mini-Bid among qualified Back-Dropcontract holders, or such other method as set forth in the BidDocument.d. Piggyback Contract A Contract let by any department, agencyor instrumentality of the United States government, or any department,agency, office, political subdivision or instrumentality of any state orstate(s) which is adopted and extended for use by the Division ofIndustries Commissioner in accordance with the requirements of theState Finance Law.e. Contract Letter A letter to the successful Bidder(s) indicatingacceptance of its Bid in response to a solicitation. Unless otherwisespecified, the issuance of a Letter of Acceptance forms a Contract butis not an order for Product, and Contractor should not take any actionwith respect to actual Contract deliveries except on the basis ofPurchase Orders sent from Authorized User(s).CONTRACT AWARD NOTIFICATION An announcement toAuthorized Users that a Contract has been established.CONTRACTOR Any successful Bidder(s) to whom a Contract hasbeen awarded by the Commissioner.DOCUMENTATION The complete set of manuals (e.g., user,installation, instruction or diagnostic manuals) in either hard orelectronic copy, which are necessary to enable an Authorized User toproperly test, install, operate and enjoy full use of the Product.EMERGENCY An urgent and unexpected requirement where healthand public safety or the conservation of public resources is at risk.ENTERPRISE The total business operations in the United States ofAuthorized User (s) without regard to geographic location where suchoperations are performed or the entity actually performing suchoperations on behalf of Authorized User.ENTERPRISE LICENSE A license grant of unlimited rights todeploy, access, use and execute Product anywhere within theEnterprise up to the maximum capacity stated on the Purchase Orderor in the Contract.ERROR CORRECTIONS Machine executable software codefurnished by Contractor which corrects the Product so as to conform tothe applicable warranties, performance standards and/or obligations ofthe Contractor.GROUP A classification of Product, services or technology which isdesignated by Division of Industries.INVITATION FOR BIDS (IFB) A type of Bid Document which ismost typically used where requirements can be stated and award willbe made based on lowest price to the responsive and responsibleBidder(s).LICENSED SOFTWARE Software transferred upon the terms andconditions set forth in the Contract. “Licensed Software” includeserror corrections, upgrades, enhancements or new releases, and anydeliverables due under a maintenance or service contract (e.g., patches,fixes, PTFs, programs, code or data conversion, or customprogramming).LICENSEE One or more Authorized Users who acquire Productfrom Contractor by issuing a Purchase Order in accordance with theterms and conditions of the Contract; provided that, for purposes ofcompliance with an individual license, the term “Licensee” shall bedeemed to refer separately to the individual Authorized User(s) whotook receipt of and who is executing the Product, and who shall besolely responsible for performance and liabilities incurred. In the caseof acquisitions by State Agencies, the Licensee shall be the State ofNew York.LICENSE EFFECTIVE DATE The date Product is delivered to anAuthorized User. Where a License involves Licensee’s right to copy apreviously licensed and delivered Master Copy of a Program, thelicense effective date for additional copies shall be deemed to be thedate on which the Purchase Order is executed.LICENSOR A Contractor who transfers rights in proprietary Productto Authorized Users in accordance with the rights and obligationsspecified in the Contract.MINI-BID PROJECT DEFINITION A Bid Document containingproject specific Bid Specifications developed by or for an AuthorizedUser which solicits Bids from Contractors previously qualified under aBack-Drop Contract.MULTIPLE AWARD A determination and award of a Contract inthe discretion of the Commissioner to more than one responsive andresponsible Bidder who meets the requirements of a specification,where the multiple award is made on the grounds set forth in the BidDocument in order to satisfy multiple factors and needs of AuthorizedUsers (e.g., complexity of items, various manufacturers, differences inperformance required to accomplish or produce required end results,production and distribution facilities, price, compliance with deliveryrequirements, geographic location or other pertinent factors).NEW PRODUCT RELEASES (Product Revisions) Anycommercially released revisions to the licensed version of a Product asmay be generally offered and available to Authorized Users. Newreleases involve a substantial revision of functionality from apreviously released version of the Product.OGS The New York State Office of General Services.PROCUREMENT RECORD Documentation by the AuthorizedUser of the decisions made and approach taken during theprocurement process and during the contract term.PRODUCT A deliverable under any Bid or Contract which mayinclude commodities, services and/or technology. The term “Product”includes Licensed Software.July 2006 2

GENERAL SPECIFICATIONSAPPENDIX BPROPRIETARY Protected by secrecy, patent, copyright ortrademark against commercial competition.PURCHASE ORDER The Authorized User’s fiscal form or formatthat is used when making a purchase (e.g., formal written PurchaseOrder, Procurement Card, electronic Purchase Order, or otherauthorized instrument).REQUEST FOR PROPOSALS (RFP) A type of Bid Document thatis used for procurements where factors in addition to cost areconsidered and weighted in awarding the contract and where themethod of award is “best value,” as defined by the State Finance Law.REQUEST FOR QUOTATION (RFQ) A type of Bid Documentthat can be used when a formal Bid opening is not required (e.g.,discretionary, sole source, single source or emergency purchases).RESPONSIBLE BIDDER A Bidder that is determined to havefinancial and organizational capacity, legal authority, satisfactoryprevious performance, skill, judgment and integrity, and that is foundto be competent, reliable and experienced, as determined by theCommissioner. For purposes of being deemed responsible, a Biddermust also be determined to be in compliance with Sections 139-j and139-k of the State Finance Law relative to restrictions on contactsduring the procurement process and disclosure of contacts and priorfindings of non-responsibility under these statutes.RESPONSIVE BIDDER A Bidder meeting the specifications orrequirements prescribed in the Bid Document or solicitation, asdetermined by the Division of Industries Commissioner.SINGLE SOURCE A procurement where two or more Bidders cansupply the required Product, and the Commissioner may award thecontract to one Bidder over the other.SITE The location (street address) where Product will be executed orservices delivered.SOLE SOURCE A procurement where only one Bidder is capable ofsupplying the required Product.SOURCE CODE The programming statements or instructionswritten and expressed in any language understandable by a humanbeing skilled in the art which are translated by a language compiler toproduce executable machine Object Code.STATE State of New York.SUBCONTRACTOR Any individual or other legal entity, (includingbut not limited to sole proprietor, partnership, limited liabilitycompany, firm or corporation) who has entered into a contract, expressor implied, for the performance of a portion of a Contract with aContractor.TERMS OF LICENSE The terms and conditions set forth in theContract that are in effect and applicable to a Purchase Order at thetime of order placement.VIRUS Any computer code, whether or not written or conceived byContractor, that disrupts, disables, harms, or otherwise impedes in anymanner the operation of the Product, or any other associated software,firmware, hardware, or computer system (such as local area or wideareanetworks), including aesthetic disruptions or distortions, but doesnot include security keys or other such devices installed by Productmanufacturer.6. INTERNATIONAL BIDDING All offers (tenders), and allinformation and Product required by the solicitation or provided asexplanation thereof, shall be submitted in English. All prices shall beexpressed, and all payments shall be made, in United States Dollars($US). Any offers (tenders) submitted which do not meet the abovecriteria will be rejected.7. BID OPENING Bids may, as applicable, be opened publicly.The Commissioner reserves the right at any time to postpone or cancela scheduled Bid opening.8. BID SUBMISSION All Bids are to be packaged, sealed andsubmitted to the location stated in the Bid Specifications. Bidders aresolely responsible for timely delivery of their Bids to the location setforth in the Bid Specifications prior to the stated Bid openingdate/time.A Bid return envelope, if provided with the Bid Specifications, shouldbe used with the Bid sealed inside. If the Bid response does not fitinto the envelope, the Bid envelope should be attached to the outsideof the sealed box or package with the Bid inside. If using acommercial delivery company that requires use of their shippingpackage or envelope, Bidder’s sealed Bid, labeled as detailed below,should be placed within the shipper’s sealed envelope to ensure thatthe Bid is not prematurely opened.All Bids must have a label on the outside of the package or shippingcontainer outlining the following information:“BID ENCLOSED (bold print, all capitals)• Group Number• IFB or RFP Number• Bid Submission date and time”In the event that a Bidder fails to provide such information on thereturn Bid envelope or shipping material, the receiving entity reservesthe right to open the shipping package or envelope to determine theproper Bid number or Product group, and the date and time of Bidopening. Bidder shall have no claim against the receiving entityarising from such opening and such opening shall not affect thevalidity of the Bid or the procurement.Notwithstanding the receiving agency’s right to open a Bid toascertain the foregoing information, Bidder assumes all risk of latedelivery associated with the Bid not being identified, packaged orlabeled in accordance with the foregoing requirements.All Bids must be signed by a person authorized to commit the Bidderto the terms of the Bid Documents and the content of the Bid (offer).9. FACSIMILE SUBMISSIONS Unless specifically prohibited bythe terms of the Bid Specifications, facsimile Bids may beSUBMITTED AT THE SOLE OPTION AND RISK OF THEBIDDER. Only the FAX number(s) indicated in the BidSpecifications may be used. Access to the facsimile machine(s) is on a“first come, first serve” basis, and the Commissioner bears no liabilityor responsibility and makes no guarantee whatsoever with respect tothe Bidder’s access to such equipment at any specific time. Biddersare solely responsible for submission and receipt of the entirefacsimile Bid by the Authorized User prior to Bid opening and mustinclude on the first page of the transmission the total number of pagestransmitted in the facsimile, including the cover page. Incomplete,ambiguous or unreadable transmissions in whole or in part may berejected at the sole discretion of the Commissioner. Facsimile BidsJuly 2006 3

GENERAL SPECIFICATIONSare fully governed by all conditions outlined in the Bid Documents andmust be submitted on forms or in the format required in the BidSpecifications, including the executed signature page andacknowledgment.10. AUTHENTICATION OF FACSIMILE BIDS The act ofsubmitting a Bid by facsimile transmission, including an executedsignature page or as otherwise specified in the Bid Documents, shallbe deemed a confirming act by Bidder which authenticates the signingof the Bid.11. LATE BIDS For purposes of Bid openings held and conductedby Division of Industries, a Bid must be received in such place as maybe designated in the Bid Documents or if no place is specified in theDivision of Industries Mailroom located in the Empire State Plaza,Albany, New York 12242, at or before the date and time established inthe Bid Specifications for the Bid opening. For purposes of Bidopenings held and conducted by Authorized Users other than Divisionof Industries, the term late Bid is defined as a Bid not received in thelocation established in the Bid Specifications at or before the date andtime specified for the Bid opening.Any Bid received at the specified location after the time specified willbe considered a late Bid. A late Bid shall not be considered for awardunless: (i) no timely Bids meeting the requirements of the BidDocuments are received or, (ii) in the case of a multiple award, aninsufficient number of timely Bids were received to satisfy themultiple award; and acceptance of the late Bid is in the best interestsof the Authorized Users. Bids submitted for continuous or periodicrecruitment contract awards must meet the submission requirementsassociated with their specifications. Delays in United States maildeliveries or any other means of transmittal, including couriers oragents of the Authorized User shall not excuse late Bid submissions.Similar types of delays, including but not limited to, bad weather, orsecurity procedures for parking and building admittance shall notexcuse late Bid submissions. Determinations relative to Bid timelinessshall be at the sole discretion of the Commissioner.12. BID CONTENTS Bids must be complete and legible. All Bidsmust be signed. All information required by the Bid Specificationsmust be supplied by the Bidder on the forms or in the format specified.No alteration, erasure or addition is to be made to the Bid Documents.Changes may be ignored by the Commissioner or may be grounds forrejection of the Bid. Changes, corrections and/or use of white-out inthe Bid or Bidder’s response portion of the Bid Document must beinitialed by an authorized representative of the Bidder. Bidders arecautioned to verify their Bids before submission, as amendments toBids or requests for withdrawal of Bids received by the Commissionerafter the time specified for the Bid opening, may not be considered.13. EXTRANEOUS TERMS Bids must conform to the terms setforth in the Bid Documents, as extraneous terms or material deviations(including additional, inconsistent, conflicting or alternative terms)may render the Bid non-responsive and may result in rejection of theBid.Extraneous term(s) submitted on standard, pre-printed forms(including but not limited to: product literature, order forms, licenseagreements, contracts or other documents) that are attached orreferenced with submissions shall not be considered part of the Bid orresulting Contract, but shall be deemed included for informational orpromotional purposes only.Only those extraneous terms that meet all the following requirementsmay be considered as having been submitted as part of the Bid:APPENDIX Ba. Each proposed extraneous term (addition, deletion, counter-offer,deviation, or modification) must be specifically enumerated in awriting which is not part of a pre-printed form; andb. The writing must identify the particular specification requirement(if any) that Bidder rejects or proposes to modify by inclusion of theextraneous term; andc. The Bidder shall enumerate the proposed addition, counter offer,modification or deviation from the Bid Document, and the reasonstherefore.No extraneous term(s), whether or not deemed “material,” shall beincorporated into a Contract or Purchase Order unless submitted inaccordance with the above and the Commissioner or Authorized Userexpressly accepts each such term(s) in writing. Acceptance and/orprocessing of the Bid shall not constitute such written acceptance ofExtraneous Term(s).14. CONFIDENTIAL/TRADE SECRET MATERIALSa. Contractor Confidential, trade secret or proprietary materials asdefined by the laws of the State of New York must be clearly markedand identified as such upon submission by the Bidder. Marking theBid as “confidential” or “proprietary” on its face or in the documentheader or footer shall not be considered by the Commissioner orAuthorized User to be sufficient without specific justification as towhy disclosure of particular information in the Bid would causesubstantial injury to the competitive position of the Bidder.Bidders/Contractors intending to seek an exemption from disclosure ofthese materials under the Freedom of Information Law must requestthe exemption in writing, setting forth the reasons for the claimedexemption. Acceptance of the claimed materials does not constitute adetermination on the exemption request, which determination will bemade in accordance with statutory procedures. Properly identifiedinformation that has been designated confidential, trade secret, orproprietary by the Bidder will not be disclosed except as may berequired by the Freedom of Information Law or other applicable Stateand federal laws.b. Commissioner or Authorized User Contractor further warrants,covenants and represents that any confidential information obtained byContractor, its agents, Subcontractors, officers, distributors, resellersor employees in the course of performing its obligations, includingwithout limitation, security procedures, business operationsinformation, or commercial proprietary information in the possessionof the State or any Authorized User hereunder or received fromanother third party, will not be divulged to any third parties.Contractor shall not be required to keep confidential any such materialthat is publicly available through no fault of Contractor, independentlydeveloped by Contractor without reliance on confidential informationof the Authorized User, or otherwise obtained under the Freedom ofInformation Act or other applicable New York State laws andregulations. This warranty shall survive termination of this Contract.Contractor further agrees to take appropriate steps as to its agents,Subcontractors, officers, distributors, resellers or employees regardingthe obligations arising under this clause to insure such confidentiality.15. RELEASE OF BID EVALUATION MATERIALS Requestsconcerning the evaluation of Bids may be submitted under theFreedom of Information Law. Information, other than statistical orfactual tabulations or data such as the Bid Tabulation, shall only bereleased as required by law after Contract award. Bid Tabulations arenot maintained for all procurements. Names of Bidders may bedisclosed after Bid opening upon request. Written requests should bedirected to the Commissioner.July 2006 4

GENERAL SPECIFICATIONS16. FREEDOM OF INFORMATION LAW During the evaluationprocess, the content of each Bid will be held in confidence and detailsof any Bid will not be revealed (except as may be required under theFreedom of Information Law or other State law). The Freedom ofInformation Law provides for an exemption from disclosure for tradesecrets or information the disclosure of which would cause injury tothe competitive position of commercial enterprises. This exceptionwould be effective both during and after the evaluation process. If theBid contains any such trade secret or other confidential or proprietaryinformation, it must be accompanied in the Bid with a written requestto the Commissioner to not disclose such information. Such requestmust state with particularity the reasons why the information shouldnot be available for disclosure and must be provided at the time ofsubmission of the Bid. Notations in the header, footer or watermark ofthe Bid Document will not be considered sufficient to constitute arequest for non-disclosure of trade secret or other confidential orproprietary information. Where a Freedom of Information request ismade for trademark or other confidential or proprietary information,the Commissioner reserves the right to determine upon written noticeto the Bidder whether such information qualifies for the exemption fordisclosure under the law. Notwithstanding the above, where a Bidtabulation is prepared and Bids publicly opened, such Bid tabulationshall be available upon request.17. PREVAILING WAGE RATES - PUBLIC WORKS ANDBUILDING SERVICES CONTRACTS If any portion of workbeing Bid is subject to the prevailing wage rate provisions of the LaborLaw, the following shall apply:a. “Public Works” and “Building Services” - Definitionsi. Public Works Labor Law Article 8 applies to contracts forpublic improvement in which laborers, workers or mechanics areemployed on a “public works” project (distinguished from public“procurement” or “service” contracts). The State, a public benefitcorporation, a municipal corporation (including a school district), or acommission appointed by law must be a party to the Contract. Thewage and hours provision applies to any work performed byContractor or Subcontractors.ii. Building Services Labor Law Article 9 applies to Contractsfor building service work over $1,500 with a public agency, that: (i)involve the care or maintenance of an existing building, or (ii) involvethe transportation of office furniture or equipment to or from suchbuilding, or (iii) involve the transportation and delivery of fossil fuelto such building, and (iv) the principal purpose of which is to furnishservices through use of building service employees.b. Prevailing Wage Rate Applicable to Bid Submissions A copyof the applicable prevailing wage rates to be paid or provided areannexed to the Bid Documents. Bidders must submit Bids which arebased upon the prevailing hourly wages, and supplements in cash orequivalent benefits (i.e., fringe benefits and any cash or non-cashcompensation which are not wages, as defined by law) that equal orexceed the applicable prevailing wage rate(s) for the location wherethe work is to be performed. Bidders may not submit Bids based uponhourly wage rates and supplements below the applicable prevailingwage rates as established by the New York State Department of Labor.Bids that fail to comply with this requirement will be disqualified.c. Wage Rate Payments / Changes During Contract Term Thewages to be paid under any resulting Contract shall not be less than theprevailing rate of wages and supplements as set forth by law. It isrequired that the Contractor keep informed of all changes in thePrevailing Wage Rates during the Contract term that apply to theclasses of individuals supplied by the Contractor on any projectsresulting from this Contract, subject to the provisions of the LaborAPPENDIX BLaw. Contractor is solely liable for and must pay such requiredprevailing wage adjustments during the Contract term as required bylaw.d. Public Posting & Certified Payroll Records In compliancewith Article 8, Section 220 of the New York State Labor Law:i. Posting The Contractor must publicly post on the work site, ina prominent and accessible place, a legible schedule of the prevailingwage rates and supplements.ii. Payroll Records Contractors and Subcontractors must keeporiginal payrolls or transcripts subscribed and affirmed as true underthe penalties of perjury as required by law. For public works contractsover $25,000 where the Contractor maintains no regular place ofbusiness in New York State, such records must be kept at the worksite. For building services contracts, such records must be kept at thework site while work is being performed.iii. Submission of Certified Payroll Transcripts for PublicWorks Contracts Only Contractors and Subcontractors on publicworks projects must submit monthly payroll transcripts to theAuthorized User that has prepared or directs the preparation of theplans and specifications for a public works project, as set forth in theBid Specifications. For Mini-Bid solicitations, the payroll recordsmust be submitted to the entity preparing the agency Mini-Bid projectspecification. For “agency specific” Bids, the payroll records shouldbe submitted to the entity issuing the purchase order. For all otherDivision of Industries Contracts, such records should be submitted tothe individual agency issuing the purchase order(s) for the work.Upon mutual agreement of the Contractor and the Authorized User,the form of submission may be submitted in a specified disk formatacceptable to the Department of Labor provided: 1) theContractor/Subcontractor retains the original records; and, (2) anoriginal signed letter by a duly authorized individual of the Contractoror Subcontractor attesting to the truth and accuracy of the recordsaccompanies the disk. This provision does not apply to Article 9 ofthe Labor Law building services contracts.iv. Records Retention Contractors and Subcontractors mustpreserve such certified transcripts for a period of three years from thedate of completion of work on the awarded contract.Day’s Labor Eight hours shall constitute a legal day's work for allclasses of employees in this state except those engaged in farm anddomestic service unless otherwise provided by law.No laborers, workmen or mechanics in the employ of the Contractor,Subcontractor or other person doing or contracting to do all or part ofthe work contemplated by the Contract shall be permitted or requiredto work more than eight hours in any one calendar day or more thanfive calendar days in any one week except in cases of extraordinaryemergency including fire, flood or danger to life or property.“Extraordinary emergency” shall be deemed to include situations inwhich sufficient laborers, workers and mechanics cannot be employedto carry on public work expeditiously as a result of such restrictionsupon the number of hours and days of labor and the immediatecommencement or prosecution or completion without undue delay ofthe public work is necessary in the judgment of the NYSCommissioner of Labor for the preservation of the Contract site or forthe protection of the life and limb of the persons using the Contractsite.18. TAXESa. Unless otherwise specified in the Bid Specifications or Contract,the quoted Bid price includes all taxes applicable to the transaction.July 2006 5

GENERAL SPECIFICATIONSb. Purchases made by the State of New York and certain non-StateAuthorized Users are exempt from New York State and local salestaxes and, with certain exceptions, federal excise taxes. To satisfy therequirements of the New York State Sales tax exemption, either thePurchase Order issued by a State Agency or the invoice forwarded toauthorize payment for such purchases will be sufficient evidence thatthe sale by the Contractor was made to the State, an exemptorganization under Section 1116 (a) (1) of the Tax Law. Non-StateAuthorized Users must offer their own proof of exemption uponrequest. No person, firm or corporation is, however, exempt frompaying the State Truck Mileage and Unemployment Insurance orFederal Social Security taxes, which remain the sole responsibility ofthe Bidder/Contractor.c. Pursuant to Revised Tax Law 5-a, Contractor will be required tofurnish sales tax certification on its behalf and for its affiliates, andsubcontractors for Contracts with a value greater than $100,000 inaccordance with provisions of the law.d. Purchases by Authorized Users other than the State of NewYork may be subject to certain taxes which were not included inthe Bid price, and in those instances the tax should becomputed based on the Contract price and added to the invoicesubmitted to such entity for payment.19. EXPENSES PRIOR TO CONTRACT EXECUTION TheCommissioner and any Authorized User(s) are not liable for any costsincurred by a Vendor, Bidder or Contractor in the preparation andproduction of a Bid, Mini-Bid or best and final offers or for any workperformed prior to Contract execution.20. ADVERTISING RESULTS The prior written approval of theCommissioner is required in order for results of the Bid to be used bythe Contractor as part of any commercial advertising. The Contractorshall also obtain the prior written approval of the Commissionerrelative to the Bid or Contract for press or other media releases.21. PRODUCT REFERENCESa. “Or Equal” In all Bid Specifications the words “or equal” areunderstood to apply where a copyrighted, brand name, trade name,catalog reference, or patented Product is referenced. References tosuch specific Product are intended as descriptive, not restrictive,unless otherwise stated. Comparable Product will be considered ifproof of compatibility is provided, including appropriate catalogexcerpts, descriptive literature, specifications and test data, etc. TheCommissioner’s decision as to acceptance of the Product as equalshall be final.b. Discrepancies in References In the event of a discrepancybetween the model number referenced in the Bid Specifications andthe written description of the Products which cannot be reconciled,with respect to such discrepancy, then the written description shallprevail.22. REMANUFACTURED, RECYCLED, RECYCLABLE ORRECOVERED MATERIALS Upon the conditions specified in theBid Specifications and in accordance with the laws of the State of NewYork, Contractors are encouraged to use recycled, recyclable orrecovered materials in the manufacture of Products and packaging tothe maximum extent practicable without jeopardizing the performanceor intended end use of the Product or packaging unless such use isprecluded due to health, welfare, safety requirements or in the BidSpecifications. Contractors are further encouraged to offerremanufactured Products to the maximum extent practicable withoutjeopardizing the performance or intended end use of the Product andAPPENDIX Bunless such use is precluded due to health, welfare, safetyrequirements or by the Bid Specifications. Where such use is notpractical, suitable, or permitted by the Bid Specifications, Contractorshall deliver new materials in accordance with the “Warranties" setforth below.Items with recycled, recyclable, recovered, refurbished orremanufactured content must be identified in the Bid or Bidder will bedeemed to be offering new Product.23. PRICINGa. Unit Pricing If required by the Bid Specifications, the Biddershould insert the price per unit specified and the price extensions indecimals, not to exceed four places for each item unless otherwisespecified, in the Bid. In the event of a discrepancy between the unitprice and the extension, the unit price shall govern unless, in the solejudgment of the Commissioner, such unit pricing is obviouslyerroneous.b. Net Pricing Unless otherwise required by the Bid Specifications,prices shall be net, including transportation, customs, tariff, deliveryand other charges fully prepaid by the Contractor to the destination(s)indicated in the Bid Specifications, subject to the cash discount.c. “No Charge” Bid When Bids are requested on a number ofProducts as a Group or Lot, a Bidder desiring to Bid “no charge” on aProduct in the Group or Lot must clearly indicate such. Otherwise,such Bid may be considered incomplete and be rejected, in whole or inpart, at the discretion of the Commissioner.d. Educational Pricing All Products to be supplied for educationalpurposes that are subject to educational discounts shall be identified inthe Bid and such discounts shall be made available to qualifyinginstitutions.e. Third Party Financing If Product acquisitions are financedthrough any third party financing, Contractor may be required as acondition of Contract Award to agree to the terms and conditions of a“Consent & Acknowledgment Agreement” in a form acceptable to theCommissioner.f. Best Pricing Offer During the Contract term, if substantially thesame or a smaller quantity of a Product is sold by the Contractoroutside of this Contract upon the same or similar terms and conditionsas that of this Contract at a lower price to a federal, state or localgovernmental entity, the price under this Contract, at the discretion ofthe Commissioner, shall be immediately reduced to the lower price.Price decreases shall take effect automatically during the Contractterm and apply to Purchase Orders submitted on or after:(i) GSA Changes: Where NYS Net Prices are based on an approvedGSA Schedule, the date the approved GSA Schedule pricing decreasesduring the Contract term; or(ii) Commercial Price List Reductions: Where NYS Net Prices arebased on a discount from Contractor’s list prices, the date Contractorlowers its pricing to its customers generally or to similarly situatedgovernment customers during the Contract term; or(iii) Special Offers/Promotions Generally: Where Contractorgenerally offers more advantageous special price promotions orspecial discount pricing to other customers during the Contract termfor a similar quantity, and the maximum price or discount associatedwith such offer or promotion is better than the discount or Net Priceotherwise available under this Contract, such better price or discountshall apply for similar quantity transactions under this Contract for thelife of such general offer or promotion; andJuly 2006 6

GENERAL SPECIFICATIONS(iv) Special Offers/Promotions to Authorized Users: Contractormay offer Authorized Users, under either this Contract or any otherContracting vehicle, competitive pricing which is lower than the NYSNet Price set forth herein at any time during the Contract term andsuch lower pricing shall not be applied as a global price reductionunder the Contract pursuant to the foregoing paragraph (iii).Unless otherwise specified in the Bid Specifications, Contractor mayoffer lower prices or better terms (see Modification of Contract Terms)on any specific Purchase Order(s) from any Authorized User withoutbeing in conflict with, or obligation to comply on a global basis, withthe terms of this clause.g. Best and Final Prices As specified in the Bid Documents andContract, a Contractor may be solicited at the time of issuance of aPurchase Order or Mini-Bid award for best and final pricing for theProduct or service to be delivered to the Authorized User. Contractorsare encouraged to reduce their pricing upon receipt of such request.24. DRAWINGSa. Drawings Submitted With Bid When the Bid Specificationsrequire the Bidder to furnish drawings and/or plans, such drawingsand/or plans shall conform to the mandates of the Bid Documents andshall, when approved by the Commissioner, be considered a part of theBid and of any resulting Contract. All symbols and otherrepresentations appearing on the drawings shall be considered a part ofthe drawing.b. Drawings Submitted During the Contract Term Whererequired to develop, maintain and deliver diagrams or other technicalschematics regarding the scope of work, Contractor shall do so on anongoing basis at no additional charge, and must, as a condition ofpayment, update drawings and plans during the Contract term toreflect additions, alterations, and deletions. Such drawings anddiagrams shall be delivered to the Authorized User’s representative.c. Accuracy of Drawings Submitted All drawings shall be neatand professional in manner and shall be clearly labeled as to locationsand type of product, connections and components. Drawings anddiagrams are to be in compliance with accepted drafting standards.Acceptance or approval of such plans shall not relieve the Contractorfrom responsibility for design or other errors of any sort in thedrawings or plans, or from its responsibility for performing asrequired, furnishing product, services or installation, or carrying outany other requirements of the intended scope of work.25. SITE INSPECTION Where a site inspection is required by theBid Specifications or Project Definition, Bidder shall be required toinspect the site, including environmental or other conditions for preexistingdeficiencies that may affect the installed Product, equipment,or environment or services to be provided and, which may affectBidder’s ability to properly deliver, install or otherwise provide therequired Product. All inquiries regarding such conditions shall bemade in writing. Bidder shall be deemed to have knowledge of anydeficiencies or conditions which such inspection or inquiry might havedisclosed. Bidder must provide a detailed explanation with its Bid ifadditional work is required under this clause in order to properlycomplete the delivery and installation of the required Product orprovide the requested service.26. PROCUREMENT CARD The State has entered into anagreement for purchasing card services. The Purchasing Card enablesAuthorized Users to make authorized purchases directly from aContractor without processing a Purchase Orders or PurchaseAuthorizations. Purchasing Cards are issued to selected employeesauthorized to purchase for the Authorized User and having directAPPENDIX Bcontact with Contractors. Cardholders can make purchases directlyfrom any Contractor that accepts the Purchasing Card.The Contractor shall not process a transaction for paymentthrough the credit card clearinghouse until the purchased productshave been shipped or services performed. Unless the cardholderrequests correction or replacement of a defective or faulty Product inaccordance with other Contract requirements, the Contractor shallimmediately credit a cardholder’s account for products returned asdefective or faulty.27. SAMPLESa. Standard Samples Bid Specifications may indicate that theProduct to be purchased must be equal to a standard sample on displayin a place designated by the Commissioner and such sample will bemade available to the Bidder for examination prior to the opening date.Failure by the Bidder to examine such sample shall not entitle theBidder to any relief from the conditions imposed by the BidSpecifications.b. Bidder Supplied Samples The Commissioner reserves the rightto request from the Bidder/Contractor a representative sample(s) of theProduct offered at any time prior to or after award of a contract.Unless otherwise instructed, samples shall be furnished within the timespecified in the request. Untimely submission of a sample mayconstitute grounds for rejection of Bid or cancellation of the Contract.Samples must be submitted free of charge and be accompanied by theBidder’s name and address, any descriptive literature relating to theProduct and a statement indicating how and where the sample is to bereturned. Where applicable, samples must be properly labeled withthe appropriate Bid or Contract reference.A sample may be held by the Commissioner during the entire term ofthe Contract and for a reasonable period thereafter for comparisonwith deliveries. At the conclusion of the holding period the sample,where feasible, will be returned as instructed by the Bidder, at theBidder’s expense and risk. Where the Bidder has failed to fullyinstruct the Commissioner as to the return of the sample (i.e., modeand place of return, etc.) or refuses to bear the cost of its return, thesample shall become the sole property of the receiving entity at theconclusion of the holding period.c. Enhanced Samples When an approved sample exceeds theminimum specifications, all Product delivered must be of the sameenhanced quality and identity as the sample. Thereafter, in the eventof a Contractor’s default, the Commissioner may procure a Productsubstantially equal to the enhanced sample from other sources,charging the Contractor for any additional costs incurred.d. Conformance with Sample(s) Submission of a sample (whetheror not such sample is tested by, or for, the Commissioner) andapproval thereof shall not relieve the Contractor from full compliancewith all terms and conditions, performance related and otherwise,specified in the Bid Specifications. If in the judgment of theCommissioner the sample or product submitted is not in accordancewith the specifications or testing requirements prescribed in the BidSpecifications, the Commissioner may reject the Bid. If an award hasbeen made, the Commissioner may cancel the Contract at the expenseof the Contractor.e. Testing All samples are subject to tests in the manner and placedesignated by the Commissioner, either prior to or after Contractaward. Unless otherwise stated in the Bid Specifications, Biddersamples consumed or rendered useless by testing will not be returnedto the Bidder. Testing costs for samples that fails to meet Contractrequirements may be at the expense of the Contractor.July 2006 7

GENERAL SPECIFICATIONSf. Requests For Samples By Authorized Users Requests forsamples by Authorized Users require the consent of the Contractor.Where Contractor refuses to furnish a sample, Authorized User may,in its sole discretion, make a determination on the performancecapability of the Product or on the issue in question.28. BID EVALUATION The Commissioner reserves the right toaccept or reject any and all Bids, or separable portions of offers, andwaive technicalities, irregularities, and omissions if the Commissionerdetermines the best interests of the State will be served. TheCommissioner, in his/her sole discretion, may accept or rejectillegible, incomplete or vague Bids and his/her decision shall be final.A conditional or revocable Bid which clearly communicates the termsor limitations of acceptance may be considered, and Contract awardmay be made in compliance with the Bidder’s conditional or revocableterms in the offer.29. CONDITIONAL BID Unless the Bid Specifications providesotherwise, a Bid is not rendered non-responsive if the Bidder specifiesthat the award will be accepted only on all or a specified group ofitems or Product included in the specification. It is understood thatnothing herein shall be deemed to change or alter the method of awardcontained in the Bid Documents.30. CLARIFICATIONS / REVISIONS Prior to award, theCommissioner reserves the right to seek clarifications, request Bidrevisions, or to request any information deemed necessary for properevaluation of Bids from all Bidders deemed to be eligible for Contractaward. Failure to provide requested information may result inrejection of the Bid.31. PROMPT PAYMENT DISCOUNTS While prompt paymentdiscounts will not be considered in determining the low Bid, theCommissioner may consider any prompt payment discount inresolving Bids which are otherwise tied. However, any notationindicating that the price is net, (e.g., net 30 days), shall be understoodto mean only that no prompt payment discount is offered by theBidder. The imposition of service, interest, or other charges, exceptpursuant to the provisions of Article 11-A of the State Finance Law,which are applicable in any case, may render the Bid non-responsiveand may be cause for its rejection.32. EQUIVALENT OR IDENTICAL BIDS In the event twooffers are found to be substantially equivalent, price shall be the basisfor determining the award recipient. If two or more Bidders submitsubstantially equivalent Bids as to pricing or other factors, the decisionof the Commissioner to award a Contract to one or more of suchBidders shall be final.33. PERFORMANCE AND RESPONSIBILITYQUALIFICATIONS The Commissioner reserves the right toinvestigate or inspect at any time whether or not the Product, services,qualifications or facilities offered by the Bidder/Contractor meet therequirements set forth in the Bid Specifications/Contract or as set forthduring Contract negotiations. Contractor shall at all times during theContract term remain responsible and responsive. ABidder/Contractor must be prepared, if requested by theCommissioner, to present evidence of legal authority to do business inNew York State, integrity, experience, ability, prior performance,organizational and financial capacity as well as where applicable, astatement as to supply, plant, machinery and capacity of themanufacturer or source for the production, distribution and servicingof the Product offered/Bid. If the Commissioner determines that theconditions and terms of the Bid Documents, Bid Specifications orContract are not complied with, or that items, services or ProductAPPENDIX Bproposed to be furnished do not meet the specified requirements, orthat the legal authority, integrity experience, ability, priorperformance, organization and financial capacity or facilities are notsatisfactory, the Commissioner may reject such Bid or terminate theContract.34. DISQUALIFICATION FOR PAST PERFORMANCE ANDFINDINGS OF NON-RESPONSIBILITY Bidder may bedisqualified from receiving awards if Bidder, or anyone in Bidder’semployment, has previously failed to perform satisfactorily inconnection with public Bidding or contracts or is deemed nonresponsible.35. QUANTITY CHANGES PRIOR TO AWARD TheCommissioner reserves the right, at any time prior to the award of aspecific quantity Contract, to alter in good faith the quantities listed inthe Bid Specifications. In the event such right is exercised, the lowestresponsible Bidder meeting Bid Specifications will be advised of therevised quantities and afforded an opportunity to extend or reduce itsBid price in relation to the changed quantities. Refusal by the lowBidder to so extend or reduce its Bid price may result in the rejectionof its Bid and the award of such Contract to the lowest responsibleBidder who accepts the revised qualifications.36. TIMEFRAME FOR OFFERS The Commissioner reserves theright to make awards within sixty (60) days after the date of the Bidopening or such other period of time as set forth in the BidDocuments, during which period, Bids must remain firm and cannot ewithdrawn. Pursuant to Section 163(9)(e) of the State Finance Lawand Section 2-205 of the Uniform Commercial Code when applicable,where an award is not made within the sixty (60) day period or othertime specified as set forth in the Bid Documents, the Bids shall remainfirm until such later time as either a Contract is awarded or the Bidderdelivers to the Commissioner written notice of the withdrawal of itsBid. Any Bid which expressly states therein that acceptance must bemade within a shorter specified time, may at the sole discretion of theCommissioner, be accepted or rejected.37. CONTRACT CREATION / EXECUTION Except forcontracts governed by Article 11-B of the State Finance Law, subjectto and upon receipt of all required approvals as set forth in the BidSpecifications a Contract shall be deemed executed and created withthe successful Bidder(s), upon the Commissioner’s mailing orelectronic communication to the address on the Bid/Contract of: (i)the final Contract Award Notice; (ii) a fully executed Contract; or (iii)a Purchase Order authorized by the Commissioner.38. PARTICIPATION IN CENTRALIZED CONTRACTS Thefollowing shall not limit or inhibit the Division of IndustriesCommissioner’s authority under State Finance Law, Section 163 (10)(e) (Piggybacking):a. Agencies All State Agencies may utilize and purchase under anystate Centralized Contract let by the Commissioner, unless the BidDocuments limit purchases to specific State Agencies.b. Non-State Agency Authorized Users Authorized Users otherthan State Agencies are permitted to make purchases through stateCentralized Contracts where permitted by law, the Contract or theCommissioner.c. Voluntary Extension Purchase Orders issued against a StateCentralized Contract by any Authorized User not provided for in theBid Specifications shall be honored by the Contractor at its discretionand only with the approval of the Division of Industries Commissionerand any other approvals required by law. Contractors are encouragedJuly 2006 8

GENERAL SPECIFICATIONSto voluntarily extend service Contracts to those additional entitiesauthorized to utilize commodity Contracts under Section 163 (3) (iv)of the State Finance Law.d. Responsibility for Performance Participation in stateCentralized Contracts by Authorized Users is permitted upon thefollowing conditions: (i) the responsibility with regard to performanceof any contractual obligation, covenant, condition or term thereunderby any Authorized User other than State Agencies shall be borne andis expressly assumed by such Authorized User and not by the State;(ii) a breach of the Contract by any particular Authorized User shallneither constitute nor be deemed a breach of the Contract as a wholewhich shall remain in full force and effect, and shall not affect thevalidity of the Contract nor the obligations of the Contractorthereunder respecting non-breaching Authorized Users, whether Stateor otherwise; (iii) for a breach by an Authorized User other than aState Agency, the State specifically and expressly disclaims any andall liability for such breach; and (iv) each non-state agency AuthorizedUser and Contractor guarantees to save the State, its officers, agentsand employees harmless from any liability that may be or is imposedby their failure to perform in accordance with its obligations under theContract.e. Contract Migration Authorized Users holding individualContracts with a Contractor at the time that Contractor is awarded aCentralized Contract for the same Products or services shall bepermitted to migrate to that Centralized Contract effective with itscommencement date. Such migration shall not operate to diminish,alter or eliminate any right that the Authorized User otherwise hadunder the terms and conditions of their individual Contract.39. MODIFICATION OF CONTRACT TERMS The terms andconditions set forth in the Contract shall govern all transactions byAuthorized User(s) under this Contract. The Contract may only bemodified or amended upon mutual written agreement of theCommissioner and Contractor.The Contractor may, however, offer Authorized User(s) moreadvantageous pricing, payment, or other terms and conditions thanthose set forth in the Contract. In such event, a copy of such termsshall be furnished to the Authorized User(s) and Commissioner by theContractor at the time of such offer.Other than where such terms are more advantageous for theAuthorized User(s) than those set forth in the Contract, no alteration ormodification of the terms of the Contract, including substitution ofProduct, shall be valid or binding against Authorized User(s) unlessauthorized by the Commissioner or specified in the Contract AwardNotification. No such alteration or modification shall be made byunilaterally affixing such terms to Product upon delivery (including,but not limited to, attachment or inclusion of standard pre-printedorder forms, product literature, “shrink wrap” terms accompanyingsoftware upon delivery, or other documents) or by incorporating suchterms onto order forms, purchase orders or other documents forwardedby the Contractor for payment, notwithstanding Authorized User’ssubsequent acceptance of Product, or that Authorized User hassubsequently processed such document for approval or payment.40. SCOPE CHANGES The Commissioner reserves the right,unilaterally, to require, by written order, changes by altering, adding toor deducting from the Bid Specifications, such changes to be withinthe general scope of the Contract. The Commissioner may make anequitable adjustment in the Contract price or delivery date if thechange affects the cost or time of performance. Such equitableadjustments require the consent of the Contractor, which consent shallnot be unreasonably withheld.APPENDIX B41. ESTIMATED / SPECIFIC QUANTITY CONTRACTSEstimated quantity contracts are expressly agreed and understood to bemade for only the quantities, if any, actually ordered during theContract term. No guarantee of any quantity(s) is implied or given.Purchases by Authorized Users from Contracts for services andtechnology are voluntary.With respect to any specific quantity stated in the contract, theCommissioner reserves the right after award to order up to 20% moreor less (rounded to the next highest whole number) than the specificquantities called for in the Contract. Notwithstanding the foregoing,the Commissioner may purchase greater or lesser percentages ofContract quantities should the Commissioner and Contractor so agree.Such agreement may include an equitable price adjustment.42. EMERGENCY CONTRACTS In the event that a disasteremergency is declared by Executive Order under Section 28 of Article2-B of the Executive Law, or the Commissioner determines pursuantto his/her authority under Section 163 (10) (b) of the State FinanceLaw that an emergency exists requiring the prompt and immediatedelivery of Product, the Commissioner reserves the right to obtainsuch Product from any source, including but not limited to thisContract(s), as the Commissioner in his/her sole discretion determineswill meet the needs of such emergency. Contractor shall not beentitled to any claim or lost profits for Product procured from othersources pursuant to this paragraph. The reasons underlying the findingthat an emergency exists shall be included in the procurement record.43. PURCHASE ORDERS Unless otherwise authorized in writingby the Commissioner, no Product is to be delivered or furnished byContractor until transmittal of an official Purchase Order from theAuthorized User. Unless terminated or cancelled pursuant to theauthority vested in the Commissioner, Purchase Orders shall beeffective and binding upon the Contractor when placed in the mail orelectronically transmitted prior to the termination of the contractperiod, addressed to the Contractor at the address for receipt of ordersset forth in the Contract or in the Contract Award Notification.All Purchase Orders issued pursuant to Contracts let by theCommissioner must bear the appropriate Contract number and, ifnecessary, required State approvals. As deemed necessary, theAuthorized User may confirm pricing and other Product informationwith the Contractor prior to placement of the Purchase Order. TheState reserves the right to require any other information from theContractor which the State deems necessary in order to complete anyPurchase Order placed under the Contract. Unless otherwise specified,all Purchase Orders against Centralized Contracts will be placed byAuthorized Users directly with the Contractor and any discrepancybetween the terms stated on the vendor’s order form, confirmation oracknowledgment, and the Contract terms shall be resolved in favor ofthe terms most favorable to the Authorized User. Should anAuthorized User add written terms and conditions to the PurchaseOrder that conflict with the terms and conditions of the Contract, theContractor has the option of rejecting the Purchase Order within fivebusiness days of its receipt but shall first attempt to negotiate theadditional written terms and conditions in good faith with theAuthorized User, or fulfill the Purchase Order. Notwithstanding theabove, the Authorized User reserves the right to dispute anydiscrepancies arising from the presentation of additional terms andconditions with the Contractor.If, with respect to an Agency Specific Contract let by the Division ofIndustries Commissioner, a Purchase Order is not received by theContractor within two weeks after the issuance of a Contract AwardNotification, it is the responsibility of the Contractor to request inJuly 2006 9

GENERAL SPECIFICATIONSwriting that the appropriate Authorized User forward a PurchaseOrder. If, thereafter, a Purchase Order is not received within areasonable period of time, the Contractor shall promptly notify inwriting the appropriate purchasing officer in Division of Industries.Failure to timely notify such officer may, in the discretion of theDivision of Industries Commissioner and without cost to the State,result in the cancellation of such requirement by the Division ofIndustries Commissioner with a corresponding reduction in theContract quantity and price.44. PRODUCT DELIVERY Delivery must be made as ordered tothe address specified on the Purchase Order and in accordance with theterms of the Contract or Contract Award Notice. Unless otherwisespecified in the Bid Documents, delivery shall be made within thirtycalendar days after receipt of a Purchase Order by the Contractor. Thedecision of the Commissioner as to compliance with delivery termsshall be final. The burden of proof for delay in receipt of PurchaseOrder shall rest with the Contractor. In all instances of a potential oractual delay in delivery, the Contractor shall immediately notify theCommissioner and the Authorized User, and confirm in writing theexplanation of the delay, and take appropriate action to avoid anysubsequent late deliveries. Any extension of time for delivery must berequested in writing by the Contractor and approved in writing by theAuthorized User. Failure to meet such delivery time schedule may begrounds for cancellation of the order or, in the Commissioner’sdiscretion, the Contract.45. WEEKEND AND HOLIDAY DELIVERIES Unless otherwisespecified in the Bid Specifications or by an Authorized User,deliveries will be scheduled for ordinary business hours, Mondaythrough Friday (excluding legal holidays observed by the State of NewYork). Deliveries may be scheduled by mutual agreement forSaturdays, Sundays or legal holidays observed by the State of NewYork where the Product is for daily consumption, an emergency exists,the delivery is a replacement, delivery is late, or other reasonablecircumstance in which event the convenience of the Authorized Usershall govern.46. SHIPPING/RECEIPT OF PRODUCTa. Packaging Tangible Product shall be securely and properlypacked for shipment, storage and stocking in appropriate, clearlylabeled shipping containers and according to accepted commercialpractice, without any extra charges for packing materials, cases orother types of containers. The container shall become and remain theproperty of the Authorized User unless otherwise specified in theContract documents.b. Shipping Charges Unless otherwise stated in the BidSpecifications, all deliveries shall be deemed to be freight on board(F.O.B.) destination tailgate delivery at the dock of the AuthorizedUser. Unless otherwise agreed, items purchased at a price F.O.B.Shipping point plus transportation charges shall not relieve theContractor from responsibility for safe and proper deliverynotwithstanding the Authorized User’s payment of transportationcharges. Contractor shall be responsible for ensuring that the Bill ofLading states “charges prepaid” for all shipments.c. Receipt of Product The Contractor shall be solely responsiblefor assuring that deliveries are made to personnel authorized to acceptdelivery on behalf of the Authorized User. Any losses resulting fromthe Contractor’s failure to deliver Product to authorized personnelshall be borne exclusively by the Contractor.47. TITLE AND RISK OF LOSS Notwithstanding the form ofshipment, title or other property interest, risk of loss shall not passfrom the Contractor to the Authorized User until the Products haveAPPENDIX Bbeen received, inspected and accepted by the receiving entity.Acceptance shall occur within a reasonable time or in accordance withsuch other defined acceptance period as may be specified in the BidSpecifications or Purchase Order. Mere acknowledgment byAuthorized User personnel of the delivery or receipt of goods (e.g.,signed bill of lading) shall not be deemed or construed as acceptanceof the Products received. Any delivery of Product that is substandardor does not comply with the Bid Specifications or Contract terms andconditions, may be rejected or accepted on an adjusted price basis, asdetermined by the Commissioner.48. RE-WEIGHING PRODUCT Deliveries are subject to reweighingat the point of destination by the Authorized User. Ifshrinkage occurs which exceeds that normally allowable in the trade,the Authorized User shall have the option to require delivery of thedifference in quantity or to reduce the payment accordingly. Suchoption shall be exercised in writing by the Authorized User.49. PRODUCT SUBSTITUTION In the event a specifiedmanufacturer’s Product listed in the Contract becomes unavailable orcannot be supplied by the Contractor for any reason (except asprovided for in the Savings/Force Majeure Clause) a Product deemedin writing by the Commissioner to be equal to or better than thespecified Product must be substituted by the Contractor at noadditional cost or expense to the Authorized User. Unless otherwisespecified, any substitution of Product prior to the Commissioner’swritten approval may be cause for cancellation of Contract.50. REJECTED PRODUCT When Product is rejected, it must beremoved by the Contractor from the premises of the Authorized Userwithin ten calendar days of notification of rejection by the AuthorizedUser. Upon notification of rejection, risk of loss of rejected or nonconformingProduct shall remain with Contractor. Rejected items notremoved by the Contractor within ten calendar days of notificationshall be regarded as abandoned by the Contractor, and the AuthorizedUser shall have the right to dispose of Product as its own property.The Contractor shall promptly reimburse the Authorized User for anyand all costs and expenses incurred in storage or effecting removal ordisposition after the ten-calendar day period.51. INSTALLATION Where installation is required, Contractorshall be responsible for placing and installing the Product in therequired locations. All materials used in the installation shall be ofgood quality and shall be free from any and all defects that would marthe appearance of the Product or render it structurally unsound.Installation includes the furnishing of any equipment, rigging andmaterials required to install or place the Product in the proper location.The Contractor shall protect the site from damage for all its work andshall repair damages or injury of any kind caused by the Contractor, itsemployees, officers or agents. If any alteration, dismantling orexcavation, etc. is required to effect installation, the Contractor shallthereafter promptly restore the structure or site. Work shall beperformed to cause the least inconvenience to the Authorized User(s)and with proper consideration for the rights of other Contractors orworkers. The Contractor shall promptly perform its work and shallcoordinate its activities with those of other Contractors. TheContractor shall clean up and remove all debris and rubbish from itswork as required or directed. Upon completion of the work, thebuilding and surrounding area of work shall be left clean and in a neat,unobstructed condition, and everything in satisfactory repair and order.52. REPAIRED OR REPLACED PARTS / COMPONENTSWhere the Contractor is required to repair, replace or substituteProduct or parts or components of the Product under the Contract, therepaired, replaced or substituted Products shall be subject to all termsand conditions for new parts and components set forth in the ContractJuly 2006 10

GENERAL SPECIFICATIONSincluding Warranties, as set forth in the Additional Warranties Clauseherein. Replaced or repaired Product or parts and components of suchProduct shall be new and shall, if available, be replaced by the originalmanufacturer’s component or part. Remanufactured parts or componentsmeeting new Product standards may be permitted by the Commissioneror Authorized User. Before installation, all proposed substitutes for theoriginal manufacturer’s installed parts or components must be approvedby the Authorized User. The part or component shall be equal to or ofbetter quality than the original part or component being replaced.53. ON-SITE STORAGE With the written approval of theAuthorized User, materials, equipment or supplies may be stored at theAuthorized User’s site at the Contractor’s sole risk.54. EMPLOYEES, SUBCONTRACTORS & AGENTS Allemployees, Subcontractors or agents performing work under the Contractmust be trained staff or technicians who meet or exceed the professional,technical and training qualifications set forth in the Bid Specifications orthe Bid Documents, whichever is more restrictive, and must comply withall security and administrative requirements of the Authorized User. TheCommissioner reserves the right to conduct a security background checkor otherwise approve any employee, Subcontractor or agent furnished byContractor and to refuse access to or require replacement of anypersonnel for cause based on, including but not limited to, professional,technical or training qualifications, quality of work or change in securitystatus or non-compliance with Authorized User’s security or otherrequirements. Such approval shall not relieve the Contractor of theobligation to perform all work in compliance with the Contract terms.The Commissioner reserves the right to reject and/or bar from the facilityfor cause any employee, Subcontractor, or agents of the Contractor.55. ASSIGNMENT The Contractor shall not assign, transfer,convey, sublet, or otherwise dispose of the contract or its right, title orinterest therein, or its power to execute such contract to any otherperson, company, firm or corporation in performance of the contractwithout the prior written consent of the Commissioner or AuthorizedUser (as applicable). Failure to obtain consent to assignment from theAuthorized User shall revoke and annul such Contract.Notwithstanding the foregoing, the State shall not hinder, prevent oraffect assignment of money by a Contractor for the benefit of itscreditors. Prior to a consent to assignment of monies becomingeffective, the Contractor shall file a written notice of such moniesassignment(s) with the Comptroller. Prior to a consent to assignmentof a Contract, or portion thereof, becoming effective, the Contractorshall submit the request to assignment to the Commissioner and seekwritten agreement from the Commissioner which will be filed with theComptroller. The Commissioner reserves the right to reject anyproposed assignee in his/her discretion.Upon notice to the Contractor, the Contract may be assigned withoutthe consent of the Contractor to another State Agency or subdivisionof the State pursuant to a governmental reorganization or assignmentof functions under which the functions are transferred to a successorAgency or to another Agency that assumes Division of Industriesresponsibilities for the Contract.56. SUBCONTRACTORS AND SUPPLIERS The Commissionerreserves the right to reject any proposed Subcontractor or supplier forbona fide business reasons, which may include, but are not limited to:they are on the Department of Labor’s list of companies with whichNew York State cannot do business; the Commissioner determines thatthe company is not qualified; the Commissioner determines that thecompany is not responsible; the company has previously providedunsatisfactory work or services; the company failed to solicit minorityand women’s business enterprises (M/WBE) Bidders as required byprior Contracts.APPENDIX B57. PERFORMANCE / BID BOND The Commissioner reservesthe right to require a Bidder or Contractor to furnish without additionalcost, a performance, payment or Bid bond or negotiable irrevocableletter of credit or other form of security for the faithful performance ofthe Contract. Where required, such bond or other security shall be inthe form prescribed by the Commissioner.58. SUSPENSION OF WORK The Commissioner, in his/her solediscretion, reserves the right to suspend any or all activities under thisContract, at any time, in the best interests of the Authorized User. Inthe event of such suspension, the Contractor will be given a formalwritten notice outlining the particulars of such suspension. Examplesof the reason for such suspension include, but are not limited to, abudget freeze or reduction on State spending, declaration ofemergency, contract compliance issues or other such circumstances.Upon issuance of such notice, the Contractor is not to accept anyPurchase Orders, and shall comply with the suspension order. Activitymay resume at such time as the Commissioner issues a formal writtennotice authorizing a resumption of performance under the Contract.An Authorized User may issue a formal written notice for thesuspension of work for which it has engaged the Contractor forreasons specified in the above paragraph. The written notice shall setforth the reason for such suspension and a copy of the written noticeshall be provided to the Commissioner.59. TERMINATIONa. For Cause: For a material breach that remains uncured for morethan thirty (30) days or other specified period after written notice to theContractor, the Contract or Purchase Order may be terminated by theCommissioner or Authorized User at the Contractor’s expense whereContractor becomes unable or incapable of performing, or meeting anyrequirements or qualifications set forth in the Contract, or for nonperformance,or upon a determination that Contractor is nonresponsible.Such termination shall be upon written notice to theContractor. In such event, the Commissioner or Authorized User maycomplete the contractual requirements in any manner it may deemadvisable and pursue available legal or equitable remedies for breach.b. For Convenience: By written notice, this Contract may beterminated at any time by the State for convenience upon sixty (60) dayswritten notice or other specified period without penalty or other earlytermination charges due. Such termination of the Contract shall notaffect any project or Purchase Order that has been issued under theContract prior to the date of such termination. If the Contract isterminated pursuant to this subdivision, the Authorized User shallremain liable for all accrued but unpaid charges incurred through thedate of the termination. Contractor shall use due diligence and provideany outstanding deliverables.c. For Violation of the Sections 139-j and 139-k of the StateFinance Law: The Commissioner reserves the right to terminate theContract in the event it is found that the certification filed by theBidder in accordance with Section 139-k of the State Finance Law wasintentionally false or intentionally incomplete. Upon such finding, theCommissioner may exercise its termination right by providing writtennotification to the Contractor in accordance with the writtennotification terms of the Contract.d. For Violation of Revised Tax Law 5a: The Commissionerreserves the right to terminate the contract in the event it is found thatthe certification filed by the Contractor in accordance with §5-a of theTax Law is not timely filed during the term of the Contract or thecertification furnished was intentionally false or intentionallyJuly 2006 11

GENERAL SPECIFICATIONSincomplete. Upon such finding, the Commissioner may exercise itstermination right by providing written notification to the Contractor.60. SAVINGS/FORCE MAJEURE A force majeure occurrence isan event or effect that cannot be reasonably anticipated or controlled.Force majeure includes, but is not limited to, acts of God, acts of war,acts of public enemies, strikes, fires, explosions, actions of theelements, floods, or other similar causes beyond the control of theContractor or the Commissioner in the performance of the Contractwhich non- performance, by exercise of reasonable diligence, cannotbe prevented. Contractor shall provide the Commissioner with writtennotice of any force majeure occurrence as soon as the delay is known.Neither the Contractor nor the Commissioner shall be liable to theother for any delay in or failure of performance under the Contract dueto a force majeure occurrence. Any such delay in or failure ofperformance shall not constitute default or give rise to any liability fordamages. The existence of such causes of such delay or failure shallextend the period for performance to such extent as determined by theContractor and the Commissioner to be necessary to enable completeperformance by the Contractor if reasonable diligence is exercisedafter the cause of delay or failure has been removed.Notwithstanding the above, at the discretion of the Commissionerwhere the delay or failure will significantly impair the value of theContract to the State or to Authorized Users, the Commissioner may:a. Accept allocated performance or deliveries from the Contractor.The Contractor, however, hereby agrees to grant preferential treatmentto Authorized Users with respect to Product subjected to allocation;and/orb. Purchase from other sources (without recourse to and by theContractor for the costs and expenses thereof) to replace all or part ofthe Products which are the subject of the delay, which purchases maybe deducted from the Contract quantities without penalty or liability tothe State; orc. Terminate the Contract or the portion thereof which is subject todelays, and thereby discharge any unexecuted portion of the Contractor the relative part thereof.In addition, the Commissioner reserves the right, in his/her solediscretion, to make an equitable adjustment in the Contract termsand/or pricing should extreme and unforeseen volatility in themarketplace affect pricing or the availability of supply. "Extreme andunforeseen volatility in the marketplace" is defined as marketcircumstances which meet the following criteria: (i) the volatility isdue to causes outside the control of Contractor; (ii) the volatilityaffects the marketplace or industry, not just the particular Contractsource of supply; (iii) the effect on pricing or availability of supply issubstantial; and (iv) the volatility so affects Contractor's performancethat continued performance of the Contract would result in asubstantial loss.61. CONTRACT BILLINGS Contractor and thedistributors/resellers designated by the Contractor, if any, shall providecomplete and accurate billing invoices to each Authorized User inorder to receive payment. Billings for Authorized Users must containall information required by the Contract and the State Comptroller.The State Comptroller shall render payment for Authorized Userpurchases, and such payment shall be made in accordance withordinary State procedures and practices. Payment of Contractpurchases made by Authorized Users, other than Agencies, shall bebilled directly by Contractor on invoices/vouchers, together withcomplete and accurate supporting documentation as required by theAuthorized User.APPENDIX BSubmission of an invoice and payment thereof shall not preclude theCommissioner from reimbursement or demanding a price adjustmentin any case where the Product delivered is found to deviate from theterms and conditions of the Contract or where the billing wasinaccurate.Contractor shall provide, upon request of the Commissioner, any andall information necessary to verify the accuracy of the billings. Suchinformation shall be provided in the format requested by theCommissioner and in a media commercially available from theContractor. The Commissioner may direct the Contractor to providethe information to the State Comptroller or to any Authorized User ofthe Contract.62. DEFAULT – AUTHORIZED USERa. Breach of Authorized User Not Breach of Centralized Contract.An Authorized User’s breach shall not be deemed a breach of theCentralized Contract, rather it shall be deemed a breach of theAuthorized User’s performance under the terms and conditions of theCentralized Contract.b. Failure to Make Payment. In the event a participating AuthorizedUser fails to make payment to the Contractor for Products delivered,accepted and properly invoiced, within 60 days of such delivery andacceptance, the Contractor may, upon 10 days advance written noticeto both the Commissioner and the Authorized User’s purchasingofficial, suspend additional shipments of Product or provision ofservices to such entity until such time as reasonable arrangements havebeen made and assurances given by such entity for current and futureContract payments.c. Notice of Breach. Notwithstanding the foregoing, the Contractorshall, at least 10 days prior to declaring a breach of Contract by anyAuthorized User, by certified or registered mail, notify both theCommissioner and the purchasing official of the breaching AuthorizedUser of the specific facts, circumstances and grounds upon which abreach will be declared.d. It is understood, however, that if the Contractor’s basis fordeclaring a breach is insufficient, the Contractor’s declaration ofbreach and failure to service an Authorized User shall constitute abreach of its Contract and the Authorized User may thereafter seek anyremedy available at law or equity.63. INTEREST ON LATE PAYMENTSa. State Agencies The payment of interest on certain payments dueand owed by Agency may be made in accordance with Article 11-A ofthe State Finance Law (SFL §179-d et. Seq.) and Title 2 of the NewYork Code of Rules and Regulations, Part 18 (Implementation ofPrompt Payment Legislation -2 NYCRR §18.1 et seq.).b. By Non-State Agencies The terms of Article 11-A apply only toprocurements by and the consequent payment obligations of Agencies.Neither expressly nor by any implication is the statute applicable toNon-State Authorized Users. Neither Division of Industries nor theState Comptroller is responsible for payments on any purchases madeby a Non-State Agency Authorized User.c. By Contractor Should the Contractor be liable for any paymentsto the State hereunder, interest, late payment charges and collectionfee charges will be determined and assessed pursuant to Section 18 ofthe State Finance Law.July 2006 12

GENERAL SPECIFICATIONS64. REMEDIES FOR BREACH It is understood and agreed thatall rights and remedies afforded below shall be in addition to allremedies or actions otherwise authorized or permitted by law:a. Cover/Substitute Performance In the event of Contractor'smaterial breach, the Commissioner may, with or without formallyBidding: (i) Purchase from other sources; or (ii) If the Commissioneris unsuccessful after making reasonable attempts, under thecircumstances then existing, to timely obtain acceptable service oracquire replacement Product of equal or comparable quality, theCommissioner may acquire acceptable replacement Product of lesseror greater quality.Such purchases may, in the discretion of the Commissioner, bededucted from the Contract quantity and payments due Contractor.b. Withhold Payment In any case where a question of nonperformanceby Contractor arises, payment may be withheld in wholeor in part at the discretion of the Commissioner. Should the amountwithheld be finally paid, a cash discount originally offered may betaken as if no delay in payment had occurred.c. Bankruptcy In the event that the Contractor files a petitionunder the U.S. Bankruptcy Code during the term of this CentralizedContract, Authorized Users may, at their discretion, make applicationto exercise its right to set-off against monies due the Debtor or, underthe Doctrine of Recoupment, credit the Authorized User the amountsowed by the Contractor arising out of the same transactions.d. Reimbursement of Costs Incurred The Contractor agrees toreimburse the Authorized User promptly for any and all additionalcosts and expenses incurred for acquiring acceptable services, and/orreplacement Product. Should the cost of cover be less than theContract price, the Contractor shall have no claim to the difference.The Contractor covenants and agrees that in the event suit issuccessfully prosecuted for any default on the part of the Contractor,all costs and expenses expended or incurred by the Authorized User inconnection therewith, including reasonable attorney’s fees, shall bepaid by the Contractor.Where the Contractor fails to timely deliver pursuant to the guaranteeddelivery terms of the Contract, the ordering Authorized User may rentsubstitute equipment temporarily. Any sums expended for such rentalshall, upon demand, be reimbursed to the Authorized User promptlyby the Contractor or deducted by the Authorized User from paymentsdue or to become due the Contractor on the same or anothertransaction.e. Deduction/Credit Sums due as a result of these remedies maybe deducted or offset by the Authorized User from payments due, or tobecome due, the Contractor on the same or another transaction. If nodeduction or only a partial deduction is made in such fashion theContractor shall pay to the Authorized User the amount of such claimor portion of the claim still outstanding, on demand. TheCommissioner reserves the right to determine the disposition of anyrebates, settlements, restitution, liquidated damages, etc., which arisefrom the administration of the Contract.65. ASSIGNMENT OF CLAIM Contractor hereby assigns to theState any and all its claims for overcharges associated with thisContract which may arise under the antitrust laws of the United States,15 USC Section 1, et. seq. and the antitrust laws of the State of NewYork, General Business Law Section 340, et. seq.66. TOXIC SUBSTANCES Each Contractor furnishing a toxicsubstance as defined by Section 875 of the Labor Law, shall provideAPPENDIX Bsuch Authorized User with not less than two copies of a materialsafety data sheet, which sheet shall include for each such substance theinformation outlined in Section 876 of the Labor Law.Before any chemical product is used or applied on or in any building, acopy of the product label and Material Safety Data Sheet must beprovided to and approved by the Authorized User agency representative.67. INDEPENDENT CONTRACTOR It is understood and agreedthat the legal status of the Contractor, its agents, officers and employeesunder this Contract is that of an independent Contractor, and in nomanner shall they be deemed employees of the Authorized User, andtherefore are not entitled to any of the benefits associated with suchemployment. The Contractor agrees, during the term of this Contract, tomaintain at Contractor’s expense those benefits to which its employeeswould otherwise be entitled by law, including health benefits, and allnecessary insurance for its employees, including worker’s compensation,disability and unemployment insurance, and to provide the AuthorizedUser with certification of such insurance upon request. The Contractorremains responsible for all applicable federal, state and local taxes, and allFICA contributions.68. SECURITY Contractor warrants, covenants and represents thatit will comply fully with all security procedures of the AuthorizedUser(s) in performance of the Contract including but not limited tophysical, facility, documentary and cyber security rules, proceduresand protocols.69. COOPERATION WITH THIRD PARTIES The Contractorshall be responsible for fully cooperating with any third party,including but not limited to other Contractors or Subcontractors of theAuthorized User, as necessary to ensure delivery of Product orcoordination of performance of services.70. CONTRACT TERM - RENEWAL In addition to any statedrenewal periods in the Contract, any Contract or unit portion thereoflet by the Commissioner may be extended by the Commissioner for anadditional period(s) of up to one year with the written concurrence ofthe Contractor and Comptroller. Such extension may be exercised ona month-to-month basis or in other stated periods of time during theone year extension.71. ADDITIONAL WARRANTIES Where Contractor, productmanufacturer or service provider generally offers additional or moreadvantageous warranties than set forth below, Contractor shall offer orpass through any such warranties to Authorized Users. Contractorhereby warrants and represents:a. Product Performance Contractor warrants and represents thatProducts delivered pursuant to this Contract conform to themanufacturer's specifications, performance standards anddocumentation, and the documentation fully describes the properprocedure for using the Products.b. Title and Ownership Warranty Contractor warrants, representsand conveys (i) full ownership, clear title free of all liens, or (ii) theright to transfer or deliver perpetual license rights to any Productstransferred to Authorized User under this Contract. Contractor shallbe solely liable for any costs of acquisition associated therewith.Contractor fully indemnifies the Authorized User for any loss,damages or actions arising from a breach of said warranty withoutlimitation.c. Contractor Compliance Contractor represents and warrants topay, at its sole expense, for all applicable permits, licenses, tariffs,tolls and fees to give all notices and comply with all laws, ordinances,July 2006 13

GENERAL SPECIFICATIONSrules and regulations of any governmental entity in conjunction withthe performance of obligations under the Contract. Prior to award andduring the Contract term and any renewals thereof, Contractor mustestablish to the satisfaction of the Commissioner that it meets orexceeds all requirements of the Bid/Contract and any applicable laws,including but not limited to, permits, insurance coverage, licensing,proof of coverage for worker’s compensation, and shall provide suchproof as required by the Commissioner. Failure to do so mayconstitute grounds for the Commissioner to cancel or suspend thisContract, in whole or in part, or to take any other action deemednecessary by the Commissioner.d. Product Warranty Unless recycled or recovered materials areavailable in accordance with the “Recycled or Recovered Materials”clause, Product offered shall be standard new equipment, currentmodel or most recent release of regular stock product with all partsregularly used with the type of equipment offered; and no attachmentor part has been substituted or applied contrary to the manufacturer’srecommendations and standard practice.Contractor further warrants and represents that components ordeliverables specified and furnished by or through Contractor shallindividually, and where specified and furnished as a system, besubstantially uninterrupted or error-free in operation and guaranteedagainst faulty material and workmanship for the warranty period, orfor a minimum of one (1) year from the date of acceptance, whicheveris longer (“Project warranty period”). During the Project warrantyperiod, defects in the materials or workmanship of components ordeliverables specified and furnished by or through Contractor shall berepaired or replaced by Contractor at no cost or expense to theAuthorized User. Contractor shall extend the Project warranty periodfor individual component(s), or for the System as a whole, asapplicable, by the cumulative period(s) of time, after notification,during which an individual component or the System requiresservicing or replacement (down time) or is in the possession of theContractor, its agents, officers, Subcontractors, distributors, resellersor employees (“extended warranty”).Where Contractor, the Independent Software Vendor “ISV,” or otherthird party manufacturer markets any Project Deliverable delivered byor through Contractor with a standard commercial warranty, suchstandard warranty shall be in addition to, and not relieve theContractor from, Contractor’s warranty obligations during the projectwarranty and extended warranty period(s). Where such standardcommercial warranty covers all or some of the Project warranty orextended warranty period(s), Contractor shall be responsible for thecoordination during the Project warranty or extended warrantyperiod(s) with ISV or other third party manufacturer(s) for warrantyrepair or replacement of ISV or other third party manufacturer’sProduct.Where Contractor, ISV or other third party manufacturer markets anyProject Deliverable with a standard commercial warranty which goesbeyond the Project warranty or extended warranty period(s),Contractor shall notify the Authorized User and pass through themanufacturer’s standard commercial warranty to Authorized User atno additional charge; provided, however, that Contractor shall not beresponsible for coordinating services under the third party extendedwarranty after expiration of the Project warranty and extendedwarranty period(s).e. Replacement Parts Warranty If during the regular or extendedwarranty period’s faults develop, the Contractor shall promptly repairor, upon demand, replace the defective unit or component partaffected. All costs for labor and material and transportation incurredto repair or replace defective Product during the warranty period shallAPPENDIX Bbe borne solely by the Contractor, and the State or Authorized Usershall in no event be liable or responsible therefor.Any part of component replaced by the Contractor under the Contractwarranty shall be replaced at no cost to the Authorized User andguaranteed for the greater of: a) the warranty period under paragraph (d)above; or b) if a separate warranty for that part or component is generallyoffered by the manufacturer, the standard commercial warranty periodoffered by the manufacturer for the individual part or component.f. Virus Warranty The Contractor represents and warrants thatLicensed Software contains no known viruses. Contractor is notresponsible for viruses introduced at Licensee’s site.g. Date/Time Warranty Contractor warrants that Product(s)furnished pursuant to this Contract shall, when used in accordance withthe Product documentation, be able to accurately process date/time data(including, but not limited to, calculating, comparing, and sequencing)transitions, including leap year calculations. Where a Contractorproposes or an acquisition requires that specific Products must perform asa package or system, this warranty shall apply to the Products as asystem.Where Contractor is providing ongoing services, including but not limitedto: i) consulting, integration, code or data conversion, ii) maintenance orsupport services, iii) data entry or processing, or iv) contractadministration services (e.g., billing, invoicing, claim processing),Contractor warrants that services shall be provided in an accurate andtimely manner without interruption, failure or error due to the inaccuracyof Contractor’s business operations in processing date/time data(including, but not limited to, calculating, comparing, and sequencing)various date/time transitions, including leap year calculations. Contractorshall be responsible for damages resulting from any delays, errors oruntimely performance resulting therefrom, including but not limited tothe failure or untimely performance of such services.This Date/Time Warranty shall survive beyond termination or expirationof this contract through: a) ninety (90) days or b) the Contractor’s orProduct manufacturer/developer’s stated date/time warranty term,whichever is longer. Nothing in this warranty statement shall beconstrued to limit any rights or remedies otherwise available under thisContract for breach of warranty.h. Workmanship Warranty Contract warrants that allcomponents or deliverables specified and furnished by or throughContractor under the Project Definition/Work Order meet thecompletion criteria set forth in the Project Definition/Work Order andany subsequent statement(s) of work, and that services will beprovided in a workmanlike manner in accordance with industrystandards.i. Survival of Warranties All warranties contained in thisContract shall survive the termination of this Contract.72. LEGAL COMPLIANCE Contractor represents and warrantsthat it shall secure all notices and comply with all laws, ordinances,rules and regulations of any governmental entity in conjunction withthe performance of obligations under the Contract. Prior to award andduring the Contract term and any renewals thereof, Contractor mustestablish to the satisfaction of the Commissioner that it meets orexceeds all requirements of the Bid and Contract and any applicablelaws, including but not limited to, permits, licensing, and shall providesuch proof as required by the Commissioner. Failure to comply orfailure to provide proof may constitute grounds for the Commissionerto cancel or suspend the Contract, in whole or in part, or to take anyother action deemed necessary by the Commissioner. Contractor alsoJuly 2006 14

GENERAL SPECIFICATIONSagrees to disclose information and provide affirmations andcertifications to comply with Executive Order No. 127 and Sections139-j and 139-k of the State Finance Law.73. INDEMNIFICATION Contractor shall be fully liable for theactions of its agents, employees, partners or Subcontractors and shallfully indemnify and save harmless the Authorized Users from suits,actions, damages and costs of every name and description relating topersonal injury and damage to real or personal tangible propertycaused by any intentional act or negligence of Contractor, its agents,employees, partners or Subcontractors, without limitation; provided,however, that the Contractor shall not indemnify for that portion ofany claim, loss or damage arising hereunder due to the negligent act orfailure to act of the Authorized Users.74. INDEMNIFICATION RELATING TO THIRD PARTYRIGHTS The Contractor will also indemnify and hold the AuthorizedUsers harmless from and against any and all damages, expenses(including reasonable attorneys' fees), claims, judgments, liabilitiesand costs that may be finally assessed against the Authorized Users inany action for infringement of a United States Letter Patent, or of anycopyright, trademark, trade secret or other third party proprietary rightexcept to the extent such claims arise from the Authorized Users grossnegligence or willful misconduct, provided that the State shall giveContractor: (i) prompt written notice of any action, claim or threat ofinfringement suit, or other suit, (ii) the opportunity to take over, settleor defend such action, claim or suit at Contractor's sole expense, and(iii) assistance in the defense of any such action at the expense ofContractor.If usage shall be enjoined for any reason or if Contractor believes thatit may be enjoined, Contractor shall have the right, at its own expenseand sole discretion to take action in the following order of precedence:(i) to procure for the Authorized User the right to continue Usage (ii)to modify the service or Product so that Usage becomes noninfringing,and is of at least equal quality and performance; or (iii) toreplace said service or Product or part(s) thereof, as applicable, withnon-infringing service or Product of at least equal quality andperformance. If the above remedies are not available, the parties shallterminate the Contract, in whole or in part as necessary and applicable,provided the Authorized User is given a refund for any amounts paidfor the period during which Usage was not feasible.The foregoing provisions as to protection from third party rights shallnot apply to any infringement occasioned by modification by theAuthorized User of any Product without Contractor’s approval.In the event that an action at law or in equity is commenced against theAuthorized User arising out of a claim that the Authorized User's use ofthe service or Product under the Contract infringes any patent,copyright or proprietary right, and Contractor is of the opinion that theallegations in such action in whole or in part are not covered by theindemnification and defense provisions set forth in the Contract,Contractor shall immediately notify the Authorized User and theOffice of the Attorney General in writing and shall specify to whatextent Contractor believes it is obligated to defend and indemnifyunder the terms and conditions of the Contract. Contractor shall insuch event protect the interests of the Authorized User and secure acontinuance to permit the Authorized User to appear and defend itsinterests in cooperation with Contractor, as is appropriate, includingany jurisdictional defenses the Authorized User may have. Thisconstitutes the Authorized User’s sole and exclusive remedy for patentinfringement, or for infringement of any other third party proprietaryright.APPENDIX B75. LIMITATION OF LIABILITY Except as otherwise set forthin the Indemnification Paragraphs above, the limit of liability shall beas follows:a. Contractor’s liability for any claim, loss or liability arising out of,or connected with the Products and services provided, and whetherbased upon default, or other liability such as breach of contract,warranty, negligence, misrepresentation or otherwise, shall in no caseexceed direct damages in: (i) an amount equal to two (2) times thecharges specified in the Purchase Order for the Products and services,or parts thereof forming the basis of the Authorized User’s claim, (saidamount not to exceed a total of twelve (12) months charges payableunder the applicable Purchase Order) or (ii) one million dollars($1,000,000), whichever is greater.b. The Authorized User may retain such monies from any amountdue Contractor as may be necessary to satisfy any claim for damages,costs and the like asserted against the Authorized User unlessContractor at the time of the presentation of claim shall demonstrate tothe Authorized User’s satisfaction that sufficient monies are set asideby the Contractor in the form of a bond or through insurance coverageto cover associated damages and other costs.c. Notwithstanding the above, neither the Contractor nor theAuthorized User shall be liable for any consequential, indirect orspecial damages of any kind which may result directly or indirectlyfrom such performance, including, without limitation, damagesresulting from loss of use or loss of profit by the Authorized User, theContractor, or by others.76. INSURANCE Contractor shall secure and maintain insurancecoverage as specified in the Bid Documents and shall promptlyprovide documentation of specified coverages to the Authorized User.If specified, the Contractor may be required to add the AuthorizedUser as an additional insured.THE FOLLOWING CLAUSES PERTAIN TOTECHNOLOGY & NEGOTIATED CONTRACTS77. SOFTWARE LICENSE GRANT Where Product is acquiredon a licensed basis the following shall constitute the license grant:a. License Scope Licensee is granted a non-exclusive, perpetuallicense to use, execute, reproduce, display, perform, or merge theProduct within its business enterprise in the United States up to themaximum licensed capacity stated on the Purchase Order. Productmay be accessed, used, executed, reproduced, displayed or performed upto the capacity measured by the applicable licensing unit stated on thePurchase Order (i.e., payroll size, number of employees, CPU, MIPS,MSU, concurrent user, workstation). Licensee shall have the right touse and distribute modifications or customizations of the Product toand for use by any Authorized Users otherwise licensed to use theProduct, provided that any modifications, however extensive, shall notdiminish Licensor’s proprietary title or interest. No license, right orinterest in any trademark, trade name, or service mark is grantedhereunder.b. License Term The license term shall commence upon theLicense Effective Date, provided, however, that where an acceptanceor trial period applies to the Product, the License Term shall beextended by the time period for testing, acceptance or trial.c. Licensed Documentation If commercially available, Licenseeshall have the option to require the Contractor to deliver, atContractor’s expense: (i) one (1) hard copy and one (1) masterelectronic copy of the Documentation in a mutually agreeable format;July 2006 15

GENERAL SPECIFICATIONS(ii) based on hard copy instructions for access by downloading fromthe Internet (iii) hard copies of the Product Documentation by type oflicense in the following amounts, unless otherwise mutually agreed:• Individual/Named User License - one (1) copy per License• Concurrent Users - 10 copies per site• Processing Capacity - 10 copies per siteSoftware media must be in a format specified by the Authorized User,without requiring any type of conversion.Contractor hereby grants to Licensee a perpetual license right to make,reproduce (including downloading electronic copies of the Product)and distribute, either electronically or otherwise, copies of ProductDocumentation as necessary to enjoy full use of the Product inaccordance with the terms of license.d. Product Technical Support & Maintenance Licensee shallhave the option of electing the Product technical support andmaintenance (“maintenance”) set forth in the Contract by givingwritten notice to Contractor any time during the Centralized Contractterm. Maintenance term(s) and any renewal(s) thereof are independentof the expiration of the Centralized Contract term and will notautomatically renew.Maintenance shall include, at a minimum, (i) the provision of errorcorrections, updates, revisions, fixes, upgrade and new releases toLicensee, and (ii) Help Desk assistance with locally accessible “800”or toll free, local telephone service, or alternatively on-line Help Deskaccessibility. Contractor shall maintain the Products so as to provideLicensee with the ability to utilize the Products in accordance with theProduct documentation without significant functional downtime to itsongoing business operations during the maintenance term.Authorized User shall not be required to purchase maintenance for useof Product, and may discontinue maintenance at the end of any currentmaintenance term upon notice to Contractor. In the event thatAuthorized User does not initially acquire or discontinues maintenanceof licensed Product, it may, at any time thereafter, reinstatemaintenance for Product without any additional penalties or othercharges, by paying Contractor the amount which would have been dueunder the Contract for the period of time that such maintenance hadlapsed, at then current NYS net maintenance rates.e. Permitted License Transfers As Licensee’s business operationsmay be altered, expanded or diminished, licenses granted hereundermay be transferred or combined for use at an alternative orconsolidated site not originally specified in the license, includingtransfers between Agencies (“permitted license transfers”).Licensee(s) do not have to obtain the approval of Contractor forpermitted license transfers, but must give thirty (30) days prior writtennotice to Contractor of such move(s) and certify in writing that theProduct is not in use at the prior site. There shall be no additionallicense or other transfer fees due Contractor, provided that: i) themaximum capacity of the consolidated machine is equal to thecombined individual license capacity of all licenses running at theconsolidated or transferred site (e.g., named users, seats, or MIPS); orii) if the maximum capacity of the consolidated machine is greaterthan the individual license capacity being transferred, a logical orphysical partition or other means of restricting access will bemaintained within the computer system so as to restrict use and accessto the Product to that unit of licensed capacity solely dedicated tobeneficial use for Licensee. In the event that the maximum capacity ofthe consolidated machine is greater than the combined individuallicense capacity of all licenses running at the consolidated ortransferred site, and a logical or physical partition or other means ofAPPENDIX Brestricting use is not available, the fees due Contractor shall not exceedthe fees otherwise payable for a single license for the upgradecapacity.f. Restricted Use By Outsourcers / Facilities Management,Service Bureaus / or Other Third Parties Outsourcers, facilitiesmanagement or service bureaus retained by Licensee shall have theright to use the Product to maintain Licensee’s business operations,including data processing, for the time period that they are engaged insuch activities, provided that: 1) Licensee gives notice to Contractorof such party, site of intended use of the Product, and means of access;and 2) such party has executed, or agrees to execute, the Productmanufacturer’s standard nondisclosure or restricted use agreementwhich executed agreement shall be accepted by the Contractor (“Non-Disclosure Agreement”); and 3) if such party is engaged in thebusiness of facility management, outsourcing, service bureau or otherservices, such third party will maintain a logical or physical partitionwithin its computer system so as to restrict use and access to theprogram to that portion solely dedicated to beneficial use for Licensee.In no event shall Licensee assume any liability for third party’scompliance with the terms of the Non-Disclosure Agreement, nor shallthe Non-Disclosure Agreement create or impose any liabilities on theState or Licensee.Any third party with whom a Licensee has a relationship for a statefunction or business operation, shall have the temporary right to useProduct (e.g., JAVA Applets), provided that such use shall be limitedto the time period during which the third party is using the Product forthe function or business activity.g. Archival Back-Up and Disaster Recovery Licensee may useand copy the Product and related Documentation in connection with:i) reproducing a reasonable number of copies of the Product forarchival backup and disaster recovery procedures in the event ofdestruction or corruption of the Product or disasters or emergencieswhich require Licensee to restore backup(s) or to initiate disasterrecovery procedures for its platform or operating systems; ii)reproducing a reasonable number of copies of the Product and relatedDocumentation for cold site storage. “Cold Site” storage shall bedefined as a restorable back-up copy of the Product not to be installeduntil and after the declaration by the Licensee of a disaster; iii)reproducing a back-up copy of the Product to run for a reasonableperiod of time in conjunction with a documented consolidation ortransfer otherwise allowed herein. “Disaster Recovery” shall bedefined as the installation and storage of Product in ready-to-execute,back-up computer systems prior to disaster or breakdown which is notused for active production or development.h. Confidentiality Restrictions The Product is a trade secret,copyrighted and proprietary product. Licensee and its employees willkeep the Product strictly confidential, and Licensee will not disclose orotherwise distribute or reproduce any Product to anyone other than asauthorized under the terms of Contract. Licensee will not remove ordestroy any proprietary markings of Contractor.i. Restricted Use by Licensee Except as expressly authorized bythe terms of license, Licensee shall not:(i) Copy the Product;(ii) Cause or permit reverse compilation or reverse assembly ofall or any portion of the Product;(iii) Export the Licensed Software in violation of any U.S.Department of Commerce export administration regulations.78. PRODUCT ACCEPTANCE Unless otherwise provided bymutual agreement of the Authorized User and the Contractor, AuthorizedUser(s) shall have thirty (30) days from the date of delivery to acceptJuly 2006 16

GENERAL SPECIFICATIONShardware products and sixty (60) days from the date of delivery toaccept all other Product. Where the Contractor is responsible forinstallation, acceptance shall be from completion of installation.Failure to provide notice of acceptance or rejection or a deficiencystatement to the Contractor by the end of the period provided for underthis clause constitutes acceptance by the Authorized User(s) as of theexpiration of that period. The License Term shall be extended by thetime periods allowed for trial use, testing and acceptance unless theCommissioner or Authorized User agrees to accept the Product atcompletion of trial use.Unless otherwise provided by mutual agreement of the Authorized Userand the Contractor, Authorized User shall have the option to run testingon the Product prior to acceptance, such tests and data sets to bespecified by User. Where using its own data or tests, Authorized Usermust have the tests or representative set of data available upondelivery. This demonstration will take the form of a documentedinstallation test, capable of observation by the Authorized User, andshall be made part of the Contractor’s standard documentation. Thetest data shall remain accessible to the Authorized User aftercompletion of the test.In the event that the documented installation test cannot be completedsuccessfully within the specified acceptance period, and the Contractoror Product is responsible for the delay, Authorized User shall have theoption to cancel the order in whole or in part, or to extend the testingperiod for an additional thirty (30) day increment. Authorized Usershall notify Contractor of acceptance upon successful completion ofthe documented installation test. Such cancellation shall not give riseto any cause of action against the Authorized User for damages, loss ofprofits, expenses, or other remuneration of any kind.If the Authorized User elects to provide a deficiency statementspecifying how the Product fails to meet the specifications within thetesting period, Contractor shall have thirty (30) days to correct thedeficiency, and the Authorized User shall have an additional sixty (60)days to evaluate the Product as provided herein. If the Product doesnot meet the specifications at the end of the extended testing period,Authorized User, upon prior written notice to Contractor, may thenreject the Product and return all defective Product to Contractor, andContractor shall refund any monies paid by the Authorized User toContractor therefor. Costs and liabilities associated with a failure ofthe Product to perform in accordance with the functionality tests orproduct specifications during the acceptance period shall be bornefully by Contractor to the extent that said costs or liabilities shall nothave been caused by negligent or willful acts or omissions of theAuthorized User’s agents or employees. Said costs shall be limited tothe amounts set forth in the Limitation of Liability Clause for anyliability for costs incurred at the direction or recommendation ofContractor.79. AUDIT OF LICENSED PRODUCT USAGE Contractorshall have the right to periodically audit, no more than annually, atContractor’s expense, use of licensed Product at any site where a copyof the Product resides provided that: (i) Contractor gives Licensee(s)at least thirty (30) days advance written notice, (ii) such audit isconducted during such party’s normal business hours, (iii) the audit isconducted by an independent auditor chosen on mutual agreement ofthe parties. Contractor shall recommend a minimum of three (3)auditing/accounting firms from which the Licensee will select one (1).In no case shall the Business Software Alliance (BSA), SoftwarePublishers Association (SPA), Software and Industry InformationAssociation (SIIA) or Federation Against Software Theft (FAST) beused directly or indirectly to conduct audits, or be recommended byContractor; (iv) Contractor and Licensee are each entitled to designatea representative who shall be entitled to participate, and who shallAPPENDIX Bmutually agree on audit format, and simultaneously review allinformation obtained by the audit. Such representatives also shall beentitled to copies of all reports, data or information obtained from theaudit; and (v) if the audit shows that such party is not in compliance,Licensee shall be required to purchase additional licenses or capacitiesnecessary to bring it into compliance and shall pay for the unlicensedcapacity at the NYS Net Price in effect at time of audit, or if none,then at the Contractor’s U.S. Commercial list price. Once suchadditional licenses or capacities are purchased, Licensee shall bedeemed to have been in compliance retroactively, and Licensee shallhave no further liability of any kind for the unauthorized use of thesoftware.80. OWNERSHIP/TITLE TO PROJECT DELIVERABLESa. Definitions(i) For purposes of this paragraph, “Products.” A deliverablefurnished under this Contract by or through Contractor, includingexisting and custom Products, including, but not limited to: a)components of the hardware environment, b) printed materials(including but not limited to training manuals, system and userdocumentation, reports, drawings), whether printed in hard copy ormaintained on diskette, CD, DVD or other electronic media c) thirdparty software, d) modifications, customizations, custom programs,program listings, programming tools, data, modules, components, ande) any properties embodied therein, whether in tangible or intangibleform (including but not limited to utilities, interfaces, templates,subroutines, algorithms, formulas, source code, object code).(ii) For purposes of this paragraph, “Existing Products.”Tangible Products and intangible licensed Products that exist prior tothe commencement of work under the Contract. Contractor bears theburden of proving that a particular product was in existence prior tothe commencement of the Project.(iii) For purposes of this paragraph, “Custom Products.”Products, preliminary, final or otherwise, which are created ordeveloped by Contractor, its Subcontractors, partners, employees oragents for Authorized User under the Contract.b. Title to Project Deliverables Contractor acknowledges that itis commissioned by the Authorized User to perform the servicesdetailed in the Purchase Order. Unless otherwise specified in writingin the Bid or Purchase Order, the Authorized User shall haveownership and license rights as follows:(i) Existing Products:1. Hardware - Title and ownership of Existing HardwareProduct shall pass to Authorized User upon Acceptance.2. Software - Title and ownership to Existing SoftwareProduct(s) delivered by Contractor under the Contract that is normallycommercially distributed on a license basis by the Contractor or otherindependent software vendor proprietary owner (“Existing LicensedProduct”), whether or not embedded in, delivered or operating inconjunction with hardware or Custom Products, shall remain withContractor or the proprietary owner of other independent softwarevendor(s) (ISV). Effective upon acceptance, such Product shall belicensed to Authorized User in accordance with the Contractor or ISVowner’s standard license agreement, provided, however, that suchstandard license, must, at a minimum: (a) grant Authorized User anon-exclusive, perpetual license to use, execute, reproduce, display,perform, adapt (unless Contractor advises Authorized User as part ofContractor’s proposal that adaptation will violate existing agreementsor statutes and Contractor demonstrates such to the Authorized User’ssatisfaction) and distribute Existing Licensed Product to theAuthorized User up to the license capacity stated in the PurchaseOrder or work order with all license rights necessary to fully effect thegeneral business purpose(s) stated in the Bid or Authorized User’sJuly 2006 17

GENERAL SPECIFICATIONSPurchase Order or work order, including the financing assignmentrights set forth in paragraph (c) below; and (b) recognize the State ofNew York as the licensee where the Authorized User is a state agency,department, board, commission, office or institution. Where theserights are not otherwise covered by the ISV’s owner’s standard licenseagreement, the Contractor shall be responsible for obtaining theserights at its sole cost and expense. The Authorized User shallreproduce all copyright notices and any other legend of ownership onany copies authorized under this paragraph.(ii.) Custom Products: Effective upon creation of CustomProducts, Contractor hereby conveys, assigns and transfers toAuthorized User the sole and exclusive rights, title and interest inCustom Product(s), whether preliminary, final or otherwise, includingall trademark and copyrights. Contractor hereby agrees to take allnecessary and appropriate steps to ensure that the Custom Products areprotected against unauthorized copying, reproduction and marketingby or through Contractor, its agents, employees, or Subcontractors.Nothing herein shall preclude the Contractor from otherwise using therelated or underlying general knowledge, skills, ideas, concepts,techniques and experience developed under a Purchase Order, projectdefinition or work order in the course of Contractor’s business.Authorized User may, by providing written notice thereof to theContractor, elect in the alternative to take a non-exclusive perpetuallicense to Custom Products in lieu of Authorized User taking exclusiveownership and title to such Products. In such case, Licensee on behalfof all Authorized Users shall be granted a non-exclusive perpetuallicense to use, execute, reproduce, display, perform, adapt anddistribute Custom Product as necessary to fully effect the generalbusiness purpose(s) as stated in paragraph (b)(i)(2), above.c. Transfers or Assignments to a Third Party Financing Agent Itis understood and agreed by the parties that a condition precedent tothe consummation of the purchase (s) under the Contract may be theobtaining of acceptable third party financing by the Authorized User.The Authorized User shall make the sole determination of theacceptability of any financing proposal. The Authorized User willmake all reasonable efforts to obtain such financing, but makes norepresentation that such financing has been obtained as of the date ofBid receipt. Where financing is used, Authorized User may assign ortransfer its rights in Licensed Products (existing or custom) to a thirdparty financing entity or trustee (“Trustee”) as collateral where requiredby the terms of the financing agreement. Trustee’s sole rights withrespect to transferability or use of Licensed Products shall be toexclusively sublicense to Authorized User all of its Licensee’s rightsunder the terms and conditions of the License Agreement; provided,further, however, in the event of any termination or expiration of suchsublicense by reason of payment in full, all of Trustee’s rights in suchLicensed Product shall terminate immediately and Authorized User’sprior rights to such Existing Licensed Product shall be revived.d. Sale or License of Custom Products Involving Tax-ExemptFinancing (i.e., Certificates of Participation - COPS) The AuthorizedUser’s sale or other transfer of Custom Products which were acquired bythe Authorized User using third party, tax-exempt financing may notoccur until such Custom Products are, or become, useable. In the eventthat the Contractor wishes to obtain ownership rights to CustomProduct(s), the sale or other transfer shall be at fair market valuedetermined at the time of such sale or other transfer, and must be pursuantto a separate written agreement in a form acceptable to the AuthorizedUser which complies with the terms of this paragraph.e. Contractor’s Obligation with Regard to ISV (Third Party)Product Where Contractor furnishes Existing Licensed Product(s) as aProject Deliverable, and sufficient rights necessary to effect the purposesof this section are not otherwise provided in the Contractor or ISV’sAPPENDIX Bstandard license agreement, Contractor shall be responsible for obtainingfrom the ISV third party proprietary owner/developer the rights set forthherein to the benefit of the Authorized User at Contractor’s sole cost andexpense.81. PROOF OF LICENSE The Contractor must provide to eachLicensee who places a Purchase Order either: (i) the Productdeveloper’s certified License Confirmation Certificates in the name ofsuch Licensee; or (ii) a written confirmation from the Proprietaryowner accepting Product invoice as proof of license. Contractor shallsubmit a sample certificate, or alternatively such written confirmationfrom the proprietary developer. Such certificates must be in a formacceptable to the Licensee.82. PRODUCT VERSION Purchase Orders shall be deemed toreference Manufacturer’s most recently released model or version ofthe Product at time of order, unless an earlier model or version isspecifically requested in writing by Authorized User and Contractor iswilling to provide such version.83. CHANGES TO PRODUCT OR SERVICE OFFERINGSa. Product or Service Discontinuance Where Contractor is theProduct Manufacturer/Developer, and Contractor publicly announcesto all U.S. customers (“date of notice”) that a Product is beingwithdrawn from the U.S. market or that maintenance service ortechnical support provided by Contractor (“withdrawn support”) is nolonger going to be offered, Contractor shall be required to: (i) notifythe Commissioner, each Licensee and each Authorized User thenunder contract for maintenance or technical support in writing of theintended discontinuance; and (ii) continue to offer Product orwithdrawn support upon the Contract terms previously offered for thegreater of: a) the best terms offered by Contractor to any othercustomer, or b) not less than twelve (12) months from the date ofnotice; and (iii) at Authorized User’s option, provided that theAuthorized User is under contract for maintenance on the date ofnotice, either: provide the Authorized User with a Product replacementor migration path with at least equivalent functionality at no additionalcharge to enable Authorized User to continue use and maintenance ofthe Product.In the event that the Contractor is not the Product Manufacturer,Contractor shall be required to: (i) provide the notice required underthe paragraph above, to the entities described within five (5) businessdays of Contractor receiving notice from the Product Manufacturer,and (ii) include in such notice the period of time from the date ofnotice that the Product Manufacturer will continue to provide Productor withdraw support.The provisions of this subdivision (a) shall not apply or eliminateContractor’s obligations where withdrawn support is being providedby an independent Subcontractor. In the event that such Subcontractorceases to provide service, Contractor shall be responsible forsubcontracting such service, subject to state approval, to an alternateSubcontractor.b. Product or Service Re-Bundling In the event that Contractor isthe Product manufacturer and publicly announces to all U.S. customers(“date of notice”) that a Product or maintenance or technical supportoffering is being re-bundled in a different manner from the structure orlicensing model of the prior U.S. commercial offering, Contractorshall be required to: (i) notify the State and each Authorized User inwriting of the intended change; (ii) continue to provide Product orwithdrawn support upon the same terms and conditions as previouslyoffered on the then-current NYS Contract for the greater of: a) thebest terms offered by Contractor to any other customer, or b) not lessthan twelve (12) months from the date of notice; and (iii) shall submitJuly 2006 18

GENERAL SPECIFICATIONSthe proposed rebundling change to the Commissioner for approvalprior to its becoming effective for the remainder of the Contract term.The provisions of this section do not apply if the Contractor is not theProduct manufacturer.84. NO HARDSTOP/PASSIVE LICENSE MONITORINGUnless an Authorized User is otherwise specifically advised to thecontrary in writing at the time of order and prior to purchase,Contractor hereby warrants and represents that the Product and allUpgrades do not and will not contain any computer code that wouldisable the Product or Upgrades or impair in any way its operationbased on the elapsing of a period of time, exceeding an authorizednumber of copies, advancement to a particular date or other numeral,or other similar self-destruct mechanisms (sometimes referred to as“time bombs,” “time locks,” or “drop dead” devices) or that wouldpermit Contractor to access the Product to cause such disablement orimpairment (sometimes referred to as a “trap door” device).Contractor agrees that in the event of a breach or alleged breach of thisprovision that Authorized User shall not have an adequate remedy atlaw, including monetary damages, and that Authorized User shallconsequently be entitled to seek a temporary restraining order,injunction, or other form of equitable relief against the continuance ofsuch breach, in addition to any and all remedies to which AuthorizedUser shall be entitled.85. SOURCE CODE ESCROW FOR LICENSED PRODUCT IfSource Code or Source Code escrow is offered by either Contractor orProduct manufacturer or developer to any other commercialcustomers, Contractor shall either: (i) provide Licensee with theSource Code for the Product; or (ii) place the Source Code in a thirdAPPENDIX Bparty escrow arrangement with a designated escrow agent who shall benamed and identified to the State, and who shall be directed to releasethe deposited Source Code in accordance with a standard escrowagreement acceptable to the State; or (iii) will certify to the State thatthe Product manufacturer/developer has named the State, acting byand through the Authorized User, and the Licensee, as a namedbeneficiary of an established escrow arrangement with its designatedescrow agent who shall be named and identified to the State andLicensee, and who shall be directed to release the deposited SourceCode in accordance with the terms of escrow. Source Code, as well asany corrections or enhancements to such source code, shall be updatedfor each new release of the Product in the same manner as providedabove and such updating of escrow shall be certified to the State inwriting. Contractor shall identify the escrow agent uponcommencement of the Contract term and shall certify annually that theescrow remains in effect in compliance with the terms of thisparagraph.The State may release the Source Code to Licensees under thisContract who have licensed Product or obtained services, who may usesuch copy of the Source Code to maintain the Product.FOR NEGOTIATED CONTRACTS THE FOLLOWINGCLAUSES ARE RESERVED BECAUSE BIDDING DOES NOTAPPLY:Clauses: 7, 8, 9, 10, 11, 12, 13, 16, 15, 21, 25, 26, 28, 29, 30, 31, 32,33, 36, 49, 50, 52, 54 and 37July 2006 19

INDEXParagraphANo.Additional Warranties 71Advertising Results 20Applicability 1Assignment 55Assignment of Claim 65Audit of Licensed Product Usage 79Authentication of Facsimile Bids 10BBid Contents 12Bid Evaluation 28Bid Opening 7Bid Submission 8CChanges to Product or Service Offerings 83Clarification/Revisions 30Confidential/Trade Secret Materials 14Conflict of Terms 4Conditional Bid 29Contract Billings 61Contract Creation/Execution 37Contract Term - Renewal 70Cooperation with Third Parties 69DDefault - Authorized User 62Definitions 5Disqualification for Past Performance 34Drawings 24EEmergency Contracts 42Employees/Subcontractors/Agents 54Equivalent or Identical Bids 32Estimated/Specific Quantity Contracts 41Ethics Compliance 3Expenses Prior to Contract Execution 19Extraneous Terms 13FFacsimile Submissions 9Freedom of Information Law 16GGoverning Law 2IIndemnification 73Indemnification Relating to Third Party Rights 74Independent Contractor 67Installation 51Insurance 76Interest on Late Payments 63International Bidding 6LLate Bids 11Legal Compliance 72Limitation of Liability 75ParagraphMNo.Modification of Contract Terms 39NNo Hardstop/Passive License Monitoring 84OOn-Site Storage 53Ownership/Title to Project Deliverables 80PParticipation in Centralized Contracts 38Performance and Responsibility Qualifications 33Performance/Bid Bond 57Prevailing Wage Rates Public Works& Building Services Contracts 17Pricing 23Procurement Card 26Product Acceptance 78Product Delivery 44Product References 21Product Substitution 49Product Version 82Prompt Payment Discounts 31Proof of License 81Purchase Orders 43QQuantity Changes Prior to Award 35RRejected Product 50Release of Bid Evaluation Materials 15Re-Weighing Product 48Remanufactured, Recycled, Recyclable orRecovered Materials 22Remedies for Breach 64Repaired or Replaced Product/Components 52SSamples 27Savings/Force Majeure 60Scope Changes 40Security 68Site Inspection 25Shipping/Receipt of Product 46Software License Grant 77Source Code Escrow for Licensed Product 85Subcontractors and Suppliers 56Suspension of Work 58TTaxes 18Termination 59Timeframe for Offers 36Title and Risk of Loss 47Toxic Substances 66WWeekend and Holiday Deliveries 45C-IFB.dot(12/07)

APPENDIX B-IContractor Requirements and Procedures for Equal Employment andBusiness Participation Opportunities for Minority Group Members andCertified Minority/Women-Owned Businesses on Division of IndustriesContractsIn accordance with Article 15-A of the Executive Law (Participation by Minority Group Members and Women withRespect to State Contracts) and in conformance with the Regulations promulgated by the Minority and Women’sBusiness Development Division of the New York State Department of Economic Development set forth at 5NYCRR Parts 140-144, the Offeror/Contractor agrees to be bound by the following to promote equality of economicopportunities for minority group members and women, and the facilitation of minority and women-owned businessenterprise participation on all covered Division of Industries contracts.Equal Employment Opportunity RequirementsBy submission of a bid or proposal in response to this solicitation, the Offeror agrees with all of the terms andconditions of Appendix A including Clause 12 - Equal Employment Opportunities for Minorities and Women. Thecontractor is required to ensure that the provisions of Appendix A clause 12 – Equal Employment Opportunities forminorities and women, are included in every subcontract in such a manner that the requirements of theseprovisions will be binding upon each subcontractor as to work in connection with the State contract.The following forms are required to ensure offeror compliance with the Equal Employment Opportunityrequirements:1. Staffing Plan (Form EEO 100)To ensure compliance with the foregoing section, the Offeror shall submit a staffing plan to document thecomposition of the proposed workforce to be utilized in the performance of this contract broken down by thespecified categories listed, including ethnic background, gender, and Federal occupational categories. Offerorsshall complete the Staffing Plan form and submit it as part of their bid or proposal or within a reasonable timethereafter, but no later than the time of award of the contract.A contractor’s failure to submit a Staffing Plan prior to the time required shall result in the rejection of thebid or proposal.2. Workforce Employment Utilization/Compliance Report (Form EEO 101).Once a contract has been awarded, the Contractor is responsible to update Division of Industries on any changesto the Staffing Plan submitted. This information is to be submitted on a quarterly basis during the life of the contractto report the actual workforce utilized in the performance of the contract broken down by the specified categorieslisted including ethnic background, gender, and Federal occupational categories. The Workforce EmploymentUtilization/Compliance Report (Utilization/Compliance Report) must be submitted to report this information.Separate forms are to be completed for the contractor and any subcontractor performing work on the contract.Please note that in all instances, the Contractor may not be able to separate out the workforce utilized in theperformance of the contract from the Contractor’s and/or sub contractor’s total workforce. When a separation canbe made, the Contractor shall submit the Utilization/Compliance Report and indicate that the information providedrelates to the actual workforce utilized on the subject contract. When the workforce to be utilized on the contractcannot be separated out from the Contractor’s and/or subcontractor’s total workforce, the Contractor shall submitthe Utilization/Compliance Report and indicate that the information provided is the Contractor's total workforceduring the subject time frame, not limited to work specifically under the contract.The Utilization/Compliance Report is to be submitted quarterly to the Division of Industries and must be received inthe Office of Diversity Management no later than the fifth (5 th ) day of January, April, July and October of each year.If there are no changes to the workforce utilized on the contract during the reporting period, the Contractor cansubmit a copy of the previously submitted report with the date and reporting period updated, indicating no change.(continued)

Requirements and Procedures Regarding Business ParticipationOpportunities for Certified Minorities and Women on DIVISION OFINDUSTRIES ContractsIn accordance with Article 15-A of the Executive Law and regulations adopted pursuant thereto, the following formsare required to ensure compliance with the Minority and Women-owned Business participation requirements. Inaccordance with these requirements, the Offeror agrees to make every good faith effort to promote and assist theparticipation of New York State Certified Minority and Women-owned Business Enterprises (M/WBE) assubcontractors and suppliers on this contract for the provision of services and materials. The directory of New YorkState Certified Businesses can be viewed at: http://www.nylovesmwbe.ny.gov/In addition, the Offeror agrees to submit the following documents as evidence of compliance with the foregoing:1. M/WBE Utilization Plan (Form M/WBE 100).A. Offerors are required to submit a Utilization Plan on Form M/WBE 100 with this bid or proposal. TheUtilization Plan shall list NYS Certified minority or women-owned business enterprises which the contractorintends to use to perform the State contract and a description of the contract scope of work which thecontractor intends to structure to increase the participation by NYS Certified minority or women-ownedenterprises on the State contract, and the estimated or, if known, actual dollar amounts to be paid to andperformance dates of each component of a State contract which the contractor intends to be performed bya NYS Certified minority or woman-owned business. Any modifications or changes to the agreedparticipation by NYS Certified M/WBEs after the Contract Award and during the term of the contract mustbe reported on a revised M/WBE Utilization Plan and submitted to the Division of Industries.B. The Division of Industries will review the M/WBE Utilization Plan and will issue to the Offeror a writtennotice of acceptance or deficiency within ten (10) days of its receipt. A notice of deficiency shall include (i)the name of any M/WBE which is not acceptable for the purpose of complying with the M/WBE participationgoals and the reasons why it is not acceptable; (ii) elements of the Contract scope of work which Division ofIndustries has determined can be reasonably structured by the Offeror to increase the likelihood ofparticipation in the Contract by M/WBEs; and (iii) other information which Division of Industries determinesto be relevant to the M/WBE Utilization Plan.C. The Offeror shall respond to the notice of deficiency within ten (10) business days of receipt by submittingto Division of Industries a written remedy in response to the notice of deficiency. The contractor willsimultaneously submit a written statement with remedies for correcting deficiencies to the Office of DiversityManagement’s M/WBE Business Affairs and Contract Compliance Manager, NYS Department ofCorretional Services, 1220 Washington Ave., Building #2, Harriman State Campus, Albany NY, 12226-2050. If the written remedy that is submitted is not timely or is found by the Office of DiversityManagement to be inadequate, the Office of Diversity Management shall notify the Offeror and direct theOfferor to submit, within ten (10) business days, a request for a partial or total waiver of M/WBEparticipation goals on forms provided by the NYS Department of Corrections and Community Supervision.Failure to file the waiver form in a timely manner may be grounds for disqualification of the bid or proposal.(continued)

D. Division of Industries may disqualify an Offeror as being non-responsive under the following circumstances:a) If an Offeror fails to submit a M/WBE Utilization Plan;b) If an Offeror fails to submit a written remedy to a notice of deficiency in a M/WBE UtilizationPlan;c) If an Offeror fails to submit a request for waiver; ord)If the Division of Industries determines that the Offeror has failed to document good faith efforts.2. Request for Waiver Form (if applicable) (Form M/WBE 101). An Offeror who documents good faith efforts tomeet the goal requirements may submit a request for a partial or total waiver at the same time it submits its M/WBEUtilization Plan. If a request for waiver is submitted with the M/WBE Utilization plan and is not accepted by theDivision of Industries OM/WBEPO at that time, the provisions of clauses 1 (B & C), regarding the notice ofdeficiency and written remedy will apply.The Awarded Contractor shall attempt to utilize, in good faith, any MBE or WBE identified within its M/WBEUtilization Plan, during the performance of the contract. Requests for a partial or total waiver of established goalrequirements made subsequent to award of a Contract may be made at any time during the term of the Contract tothe Division of Industries but prior to the submission of a request for final payment on the Contract.3. Monthly M/WBEContractor Compliance Report (Form M/WBE 102). Contractors are required to submit aMonthly M/WBE Contractor Compliance Report to Division of Industries by the 10 th day of each month over theterm of the contract documenting the progress made towards achievement of the M/WBE goals of the Contract.Please Note: Failure to comply with the foregoing requirements may result in a finding of nonresponsiveness,non-responsibility and/or a breach of contract, leading to the withholding of funds or suchother actions or enforcement proceedings as allowed by the contract.Copies of all referenced forms can be found on the OGS Website at:http://www.ogs.state.ny.us/purchase/bidcreation.aspIf you have any questions regarding the foregoing requirements or the requirements of Article 15-A of the ExecutiveLaw and 5 NYCRR Parts 140-144, please contact the identified Designated Contact(s) for this solicitation.(continued)