Exhibit B General Contract Terms and Conditions 10012021.docx

Exhibit B General Contract Terms and Conditions

State University of New York October 1, 2021

The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, "Agreement") agree to be bound by the following clauses which are hereby made a part of the contract (the word "Contractor" herein refers to any party other than the State or State University of New York, whether a Contractor, licensor, licensee, lessor, lessee or any other party; the State University of New York shall hereinafter be referred to as “SUNY”):

1. Binding Effect: The Agreement shall be binding upon its execution by both parties and, if required, upon the written approvals of the New York State Office of the Attorney General (OAG) and the Office of the State Comptroller (OSC).

2. Commodity Contract Sales Reports: Upon written request by SUNY, the Contractor shall furnish reports of detailed sales transactions including, but not limited to, the following: Campus, Product Number (or SKU), Product Description, Manufacturer, quantity purchased, unit price and total dollar volume of purchases.

3. Compliance with SUNY Policies: At all times when on SUNY premises, all Contractor and subcontractor personnel shall be required to comply with SUNY regulations, policies and procedures including, but not limited to:

a. The requirement to wear an identity tag clearly identifying them as being an employee or agent of the Contractor or subcontractor, as applicable.

b. The prohibition against smoking within the buildings or on the grounds owned or leased by SUNY.

c. The parking regulations. Parking violations are subject to fines and are the sole responsibility of the Contractor. All vehicles must be registered with SUNY.

The Contractor must communicate these policies to its employees, subcontractors, and any other individuals assigned to enter upon SUNY grounds and premises to perform the contract services.

4. Amendments: The Agreement may be amended at any time only upon mutual consent of the parties in writing. Such written amendment will not be effective until signed by both parties, and if required, approved by the OAG and OSC.

5. Entirety/Order of Precedence: The following documents will be annexed to, and incorporated into, and made part of, the Agreement:

a. Exhibit A, State University of New York Standard Contract Clauses

b. Exhibit A-1, State University of New York Affirmative Action Clauses (for contracts valued at greater than $25,000)

c. The Agreement, including any attachments and schedules thereto

d. This Exhibit B, State University of New York General Contract Terms & Conditions

e. [IF APPLICABLE] Exhibit C, SUNY’s solicitation (e.g. Request for Proposals, Invitation for Bids, Request for Quotes, or Request for Qualifications

f. [IF APPLICABLE] Exhibit D, The Contractor’s proposal.

g. [IF APPLICABLE] Exhibit E, Service Level Agreement

In the event of any inconsistency in, or conflict among, the document elements described above, such inconsistency or conflict shall be resolved by giving precedence to the document elements in the order set forth above.

6. Contractor’s Representations and Warranties:

a. The Contractor warrants that the Services it provides under this Agreement will conform substantially to the specifications set out in the Agreement and that all work will be performed in a professional and workmanlike manner, in accordance with the highest applicable industry standards. For purposes of this Agreement, “highest applicable industry standards” shall be defined as the degree of care, skill, efficiency, and diligence that a prudent person possessing technical expertise in the subject area and acting in a like capacity would exercise in similar circumstances.

b. Contractor represents that it is fully capable and willing to provide the Services required by the Agreement; that it has full right and authority to enter into the Agreement; that consent, authorization, order or approval of, or filing or registration with any governmental agency, commission, board, other regulatory body, any person or entity or any corporate affiliates is either not required or has been obtained for or in connection with the execution and delivery of the Agreement by

Contractor and the performance of the work hereunder; that it is not a party to, subject to, or bound by, any agreement, judgment, order, writ, injunction or decree which would prevent the carrying out of the Agreement.

7. Data Privacy and Security Requirements

When Contractor creates, receives, maintains or transmits data on behalf of SUNY (“SUNY Data”), Contractor will comply with the following requirements to safeguard SUNY Data:

7.1. Data Privacy

i. Contractor will use any SUNY Data only for the purpose of fulfilling its duties under the Agreement and will not share such data with, or disclose it to, any third party without the prior written consent of SUNY, except as required by the Agreement or as otherwise required by law.

ii. Contractor will provide access to SUNY Data only to its employees and subcontractors who need to access the data to fulfill its obligations under the Agreement.

iii. Contractor will ensure that employees who perform work under the Agreement have read, understood, and received appropriate instruction as to how to comply with the data protection provisions of the Agreement.

iv. Location of Data: SUNY Data will not be stored outside the United States without prior written consent from SUNY and signing of the Agreement is not considered prior written consent.

v. FERPA Compliance. In addition to any other confidentiality obligations herein, Contractor agrees that any disclosure of student education records by SUNY is subject to applicable law including Family Educational Rights and Privacy Act (20 U.S.C. § 1232g; 34 CFR Part 99) (“FERPA”) and any implementing regulations. With respect to any such disclosure, Contractor agrees to the following: (1) that Contractor’s use of student education records will be limited to those purposes expressly authorized in this Agreement; and (2) that Contractor will abide by the limitations on re‐disclosure of education records and/or personally identifiable information from education records as set forth in FERPA and (3) that, unless the parties designate another exception in the Agreement, any disclosure of student education records is done so pursuant to the “school official” exception to FERPA, Contractor is a “school official” with a “legitimate educational interest” in any student education records disclosed, and Contractor is under the direct control of SUNY with respect to the use and maintenance of any such student education records. Education records are any and all records, data, or information related to any student or students of SUNY. This obligation shall survive termination of this Agreement.

vi. European Union (“EU”) General Data Protection Regulation (“GDPR”): Unless otherwise agreed in writing by the parties, Contractor, as well as any subcontractors Contractor may employ to perform any of its obligations under this Agreement, shall be solely responsible for compliance with the EU GDPR 2016/679, if applicable.

vii. Gramm-Leach-Bliley Act: Pursuant to the Gramm-Leach-Bliley Act (P.L. 106-102) and the Federal Trade Commission’s Safeguards Rule (16 CFR Part 314) (“GLBA”), and to the extent Contractor is a financial institution or service provider of SUNY under these regulations with respect to student or customer information, Contractor will comply with the Safeguards Rule including the requirement to implement and maintain a written Information Security Program (“Program”) in order to protect such nonpublic customer information (any record containing nonpublic personal information as defined in 16 CFR §313.3(n), whether in paper, electronic, or other form that is handled or maintained by or on behalf of SUNY or SUNY affiliates (16 CFR §314.2)).

viii. HIPAA: The Contractor will comply with all personal health information protection requirements, if applicable, outlined in the Health Insurance Portability and Accountability Act (HIPAA) and complete the HIPAA Business Associate Agreement.

7.2. Data Security Requirements:

Contractor agrees at all times to maintain industry standard information and critical infrastructure security features and protocols which at a minimum, include: network firewall provisioning, intrusion detection, Distributed Denial of Service Scrubbing and regular (at least annually) third party vulnerability assessments, or equivalent.

Further, Contractor agrees to maintain information and critical infrastructure security that conforms to generally recognized “Industry Standards“ and best practices that Contractor applies to its own network, infrastructure, applications and data. Generally recognized industry standards include but are not limited to the current standards and benchmarks set forth and maintained by the Center for Internet Security (See, http://www.cisecurity.org) or Payment Card Industry/Data Security Standards (PCI/DSS) (See, http://www.pcisecuritystandards.org).

Contractor will maintain a data security plan (“Data Security Plan”), or equivalent, which will comply with PCI DSS requirements and all applicable legal and regulatory requirements for data protection. In addition, the Data Security Plan will protect against any anticipated threats or hazards to the security or integrity of information stored on its servers and unauthorized access to or use of such information that could result in harm or inconvenience to the person who is the subject of such information. Contractor will review, at least annually, its Data Security Plan and update and revise it as needed. A copy of Contractors’ Data Security Plan, or equivalent, will be made available to SUNY upon request.

Contractor shall maintain mandatory procedures and protocols outlined in its “Information Security Incident Response Policy” to be undertaken in the event of an identified or suspected breach of credit card information or current or former student information that is not Directory Information. A copy of Contractor’s Information Security Incident Response Policy, or equivalent, will be made available to SUNY upon request. In the event a breach is suspected, Contractor will: (i) immediately contain the possible exposure while not compromising any data on its system; (ii) contact all members of its Corporate Security Committee; (iii) initiate a local analysis within 24 hours of the suspected breach to determine the type of information that has been potentially compromised, the individuals and SUNY institutions at risk, the incident time frame at risk and the suspected cause of the incident; and (iv) if a breach is identified, immediately contact affected parties with details of the breach.

Contractor shall, upon request:

1. Complete and submit the appropriate version of the Higher Education Community Vendor Assessment Tool (HECVAT).

2. Complete a SOC 2 Type 2 report, or equivalent, recognized information security audit report performed by an independent, certified 3rd party auditor covering the principles of Security, Availability, Confidentiality, and Privacy. The equivalent audit report must be based on a recognized information security standard.

3. Address the ability to provide the same levels and types of security through multiple data access methods (e.g., Web, mobile devices, or network)

Both the HECVAT and SOC 2 Type 2 report must be completed by the appropriate experts in this area.

7.3. Other Information Security and Service Requirements

7.3.1. COMPLIANCE WITH BREACH NOTIFICATION AND DATA SECURITY LAWS. Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law § 899-aa; State Technology Law § 208) (“ISBNA”) and shall also comply with General Business Law § 899-bb (“SHIELD”). Contractor agrees to maintain the security of private information (as defined in ISBNA) and to prevent unauthorized use and/or disclosure of that private information; and implement administrative, physical, and technical safeguards required by law. Contractor agrees to fully disclose to SUNY pursuant to the ISBNA, SHIELD, FERPA, GLBA and any other applicable law any breach of the security of a system where Contractor creates, receives, maintains or transmits private information on behalf of SUNY following discovery or notification of the breach in the system as to any resident of New York State whose private information was, or is reasonably believed to have been, acquired by a person without valid authorization (“Security Incidents”). The disclosure shall be made in the most expedient time possible and without unreasonable delay, consistent with the legitimate needs of law enforcement or any measures necessary to determine the scope of the breach and restore the reasonable integrity of the system. Contractor shall be liable for the costs associated with such Security Incidents if caused by Contractor’s negligent or willful acts or omissions, or the negligent or willful acts or omissions of Contractor’s agents, officers, employees or subcontractors. In the event of a Security Incident involving SUNY Data, pursuant to the ISBNA/SHIELD, SUNY has an obligation to notify every individual whose private information has been or may have been compromised. In such an instance, Contractor agrees that SUNY will determine the manner in which such notification will be provided to the individuals involved pursuant to the ISBNA/SHIELD and agrees to indemnify SUNY against any cost arising from the Security Incident including, but not limited to, the cost of investigating the incident and of providing notice to the affected individuals.

Upon termination or expiration of the Agreement, Contractor will follow SUNY’s instructions relating to any SUNY Data remaining in Contractor’s possession. Upon authorization from SUNY, Contractor will use data and document disposal practices that are reasonable and appropriate and in compliance with

ISBNA/SHIELD and any other applicable law to prevent unauthorized access to or use of SUNY Data and will render the private information so that it cannot be read or reconstructed.

7.3.2. Service Levels (Applicable to Cloud Based, Remotely Hosted or Technology as A Service Contracts): Contractor will ensure availability of the Services in accordance with the Agreement and the provisions of the Service Level Agreement annexed to the Agreement as Exhibit D and incorporated herein by reference.

7.3.3. Disaster Recovery: Contractor shall maintain disaster recovery services at the dedicated facility that is able to handle SUNY Data and business continuity needs under the Agreement in the event disaster recovery is needed. Throughout the term of the Agreement, Contractor shall maintain contracts or arrangements that are substantially equivalent or an improvement to those currently in effect. Contractor shall test disaster recovery capabilities, at least once every calendar year and provide SUNY with a copy of its disaster recovery plan, or equivalent, upon request.

7.3.4. Business Continuity: Contractor at all times must have a business continuity plan in place designed to minimize the risks associated with a disaster or similar incident impacting Contractor’s ability to provide Services under the Agreement.

7.3.5. Data Portability: Contractor agrees that SUNY owns the SUNY Data in the solution and that Contractor will take all steps and actions, at the direction of SUNY, that are necessary and reasonable to facilitate and complete the orderly, efficient, expedient and professional transfer of the Services and SUNY Data, in whole or in part, in the format and on the media requested during the Term and/or upon the expiration or termination of the Agreement to SUNY, a SUNY Institution, or third-party that SUNY may select. The cost of any such transfer services are included in the Contractor’s proposal.

8. Diesel Emissions Reduction Act of 2006 (the "Act"): If Contractor operates any diesel powered heavy duty vehicle(s) pursuant to the Agreement, Contractor certifies and warrants that all such heavy duty vehicles, as defined in New York State Environmental Conservation Law (ECL) Section 19-0323, will comply with the specifications and provisions of ECL Section 19-0323 and any regulations promulgated pursuant thereto, including but not limited to, 6 NYCRR Part 248, which requires the use of best available retrofit technology and ultra-low sulfur fuel. If needed, qualification for a waiver will be Contractor’s responsibility. If applicable, annually, but no later than March 1st, Contractor shall complete and submit directly to SUNY, via electronic mail, the “Regulated Entity and Contractor Vehicle Inventory Form” and “Regulated Entity and Contractors Annual Report Form” that can be found at the New York State Department of Environmental Conservation (“DEC”) website: http://www.dec.ny.gov/chemical/4754.html. SUNY reserves the right to require Contractor to periodically certify compliance with the provisions of ECL Section 19- 0323.

9. Dispute Resolution: At the option of SUNY, the parties shall use good faith efforts to amicably resolve any dispute arising under this Agreement. If the parties are unable to amicably resolve the dispute within thirty (30) days, then either party may seek legal or equitable redress.

10. Electronic and Information Technology (“EIT”) Accessibility:

a) SUNY is committed to providing an accessible, usable, and integrated experience for all its students, staff and community. Electronic and information technology (“EIT”) consists of information technology and any equipment or interconnected system or subsystem of equipment that is used in the creation, conversion, or duplication of data or information that will be deployed in connection with such technology, equipment or systems. Further, EIT includes, but is not limited to, telecommunications products, information kiosks and transaction machines, Internet and Intranet websites, web-delivered content, software, electronic books and electronic book reading systems, search engines and databases, multimedia, classroom technology, and office equipment.

b) Contractor warrants that (i) Web-based EIT products provided under this Agreement shall conform to Web Content Accessibility Guidelines (“WCAG”) 2.1 AA and (ii) non-web-based EIT products provided under this Agreement shall meet or exceed the applicable accessibility requirements of section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, Part 1194.

c) Contractor agrees to provide evidence of compliance with these requirements before this Agreement becomes effective and any other time upon reasonable request of SUNY. Contractor will provide accessibility testing results and written documentation verifying accessibility. In the event EIT provided under this Agreement does not fully conform to the standards set forth above, Contractor will promptly advise SUNY in writing of the non-conformance and provide detailed information regarding the plans to achieve conformance, including but not limited to an intended timeline. Contractor agrees to promptly respond to and resolve any complaint regarding accessibility of its products or services.

d) Failure to comply with these accessibility standards shall constitute a breach of this Agreement. Contractor agrees to indemnify and hold harmless SUNY from any claims arising out of its failure to comply with the foregoing accessibility standards.

11. Electronic Payment Authorization: Contractor shall provide complete and accurate billing invoices to SUNY in order to receive payment for its services. Billing invoices submitted to SUNY must contain all information and supporting documentation required by SUNY and OSC. Payment for invoices submitted by Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the Vice Chancellor for Business and Finance of the State University of New York or designee, in her/his sole discretion, due to extenuating circumstances. Such electronic payment shall be made in accordance with ordinary New York State procedures and practices. Contractor shall comply with the OSC procedures to authorize payments. . Contractor acknowledges that it will not receive payment on any invoices submitted under this Agreement if it does not comply with the OSC’s electronic payment procedures, except where the Vice Chancellor or designee has expressly authorized payment by paper check as set forth above.

12. FOIL: Contractor acknowledges that this Agreement is subject to the New York State Freedom of Information Law (“FOIL”) as set forth in Article 6 of the New York State Public Officers Law, and that only Contractor’s proprietary information that satisfies the requirements of §87(2)(d) of the Public Officers Law shall be excepted from disclosure thereunder.

13. Independent Contractor: Contractor and its agents or employees or any entity or person acting on behalf of Contractor engaged in the performance of work shall at all times be deemed to be performing as an independent contractor. Contractor hereby covenants and agrees to act in accordance with that status. Contractor and its agents or employees or any entity or person acting on behalf of Contractor shall neither hold themselves out as, nor claim to be, officers or employees of SUNY and shall make no claim for, nor be entitled to, Workers’ Compensation coverage, medical, unemployment, social security, retirement membership, or any other employment-related benefits from SUNY. Neither party shall have the right or authority to enter into binding contracts on behalf of the other.

14. Force Majeure:

Neither Contractor, SUNY, nor the State of New York shall be deemed in default of this Agreement, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, an act of war whether declared or undeclared, acts or threats of terrorism, contamination by radioactivity, pressure waves from devices travelling at supersonic speeds or damage caused by any aircraft or similar device, armed conflict, labor strike, lockout, boycott, electrical, internet or telecommunications outage that is not caused by the obligated party; or government restrictions, or other force majeure or other unforeseeable circumstances beyond the control of the Parties against which it would have been unreasonable for the affected party to take precautions and which the affected party cannot avoid even by using its best efforts, provided that the Party relying upon this provision: (i) gives prompt written notice thereof to the other Party; and (ii) takes all steps reasonably necessary to mitigate the effects of the force majeure event. a) If a force majeure event extends for a period in excess of more than 90 days, either party may terminate all or any agreed upon portion of the Agreement immediately upon written notice. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or SUNY’s obligation to pay for Services provided by Contractor which have been approved by SUNY.

15. Liability and Indemnification:

a) Contractor shall be fully liable for any act or omission of Contractor and its Staff (officers, employees, agents, subcontractors or licensees) and shall fully indemnify, defend, and hold harmless SUNY and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorney’s fees and expenses) arising from any act or omission of Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that Contractor shall not be obligated to indemnify SUNY for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of SUNY. For third party claims, SUNY shall give Contractor:

i. Prompt written notice of any action, claim, suit, proceeding, or threat of such action for which Contractor is liable relating to this Agreement;

ii. The opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at the Contractor’s sole expense; and

iii. Reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of the Contractor.

Notwithstanding the foregoing, the State of New York reserves the right to join such action, claim, suit or proceeding at its sole expense, if it determines there is an issue involving a significant public interest.

b) For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor is required to back-up the records or data.

c) Notwithstanding the above, neither party shall be liable for any consequential, indirect, or special damages of any kind that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by SUNY, the Contractor, or by others.

16. Office of Federal Contract Compliance Programs: The Contractor and any subcontractor shall abide by the requirements of 41 C.F.R. §§ 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.

17. OSHA: If applicable, the Contractor shall provide all necessary safeguards for safety and protection as set forth by the United States Department of Labor, Occupational Safety and Health Administration.

18. Piggybacking: Other New York government entities as authorized by State Finance Law and General Municipal Law, and other departments, agencies or instrumentalities of the United States government as well as any department, agency, office, political subdivision, or instrumentality of any state or state(s) who are permitted to do so by their procurement laws and regulations, may utilize the Agreement upon securing all legally-required approvals. Private entities, cooperatives and consortia may also utilize the Agreement with the express approval of SUNY and the Contractor.

19. Public Announcements: Public announcements or news releases regarding this Agreement must not be made by the Contractor without the prior written approval of SUNY.

20. Restrictions on the Activities of Current and Former State Officers and Employees: All Contractor employees must be aware of and comply with the requirements of the New York State Public Officers Law, all other appropriate provisions of New York State Law and all resultant codes, rules and regulations from State laws establishing the standards for business and professional activities of State employees and governing the conduct of employees of firms, associations and corporations in business with the State. The Contractor and their employees are cautioned that the hiring of former state employees may violate the Ethics Law. The governing provisions are set forth in the New York State Public Officers Law §§ 73 and 74, and the underlying principle of law is to prevent conflicts of interest and encourage ethical behavior. The law may be found on the following website: http://www.jcope.ny.gov/about/laws_regulations.html. Failure to comply with those provisions may result in termination of the Agreement and/or other civil or criminal proceedings as required by law.

21. Rights in Deliverables: The Contractor hereby assigns to SUNY ownership of all materials created by the Contractor specifically for SUNY hereunder and required to be delivered to SUNY by virtue of their description or specification as a deliverable in the Statement of Work, upon SUNY’s payment in full of applicable invoices. Deliverables exclude the Contractor’s proprietary tools, methodologies, and any enhancements made to such tools and methodologies, which shall remain the sole property of the Contractor, and exclude any third-party components whether or not included or embedded therein. Deliverables shall be deemed to be “works made for hire” under federal copyright laws. Notwithstanding anything to the contrary, the Contractor retains all rights to its knowledge, experience and know-how (including processes, ideas, concepts and techniques) acquired in the course of performing the Services.

22. Severability and Enforceability: If any provision of this Agreement is held to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining portions of the Agreement, unless it prevents accomplishment of the objectives and purposes of the Agreement, which determination shall be submitted as a dispute herein. In the event of any holding that the illegality or invalidity prevents accomplishment of the objectives and purposes of the Agreement, the Parties will immediately commence negotiations to remedy such illegality or invalidity.

23. Subcontractors, Partners, Joint Ventures and other Third Party Participants (“Subcontractor”):

a. Prior to commencing services, the Contractor shall submit a statement to SUNY describing the portion of the work and materials which subcontractors are to perform and must furnish any other information to document that such subcontractors have the necessary facilities, skill, integrity, past experience and financial resources to perform the work in accordance with the terms and provisions of the Agreement. If SUNY finds that the subcontractors are qualified, it will so notify the Contractor within ten (10) business days following receipt of Contractor’s written statement described above. If SUNY determines that a subcontractor is not qualified, it will so notify the Contractor. The Contractor must, within ten (10) business days thereafter, submit a written statement as described above with respect to other proposed subcontractors, unless the Contractor decides to do such work itself and in SUNY’s opinion is qualified to do such work.

b. SUNY’s approval of a subcontractor shall not relieve the Contractor of any of its responsibilities, duties and liabilities under the Agreement. The Contractor shall be solely responsible to SUNY for the acts, omissions or defaults of such subcontractors and of such subcontractors' officers, agents and employees, each of whom shall, for this purpose, be deemed to be the agent or employee of the Contractor to the extent of its subcontract. No provisions of the awarded contract shall create or be construed as creating any contractual relation between SUNY and any subcontractor or with any person, firm or corporation employed by, contracted with or whose services are utilized by the Contractor.

c. The Contractor shall be fully responsible for the administration, integration, coordination, direction and supervision of all of its subcontractors and of all work. Contractor shall check requirements of the work and coordinate and adjust as required so that conflicts in time, work space, equipment and supplies do not occur in the work being performed by the Contractor with its own employees and the work being performed by its subcontractors.

d. No subcontractor shall be permitted to work until it has furnished satisfactory evidence to SUNY of the insurance required by law.

e. The Contractor shall execute a written agreement with each of its subcontractors and shall require all subcontractors to execute with their sub subcontractors a written agreement which shall bind each to the terms and provisions of the prime contract awarded, insofar as such terms and provisions are applicable to the work to be performed by such subcontractors. The Contractor shall require all subcontractors and sub subcontractors to promptly, upon request, file with SUNY a copy of such agreements upon request, from which the price and terms of payment may be deleted.

24. SUNY Requirements for Contractor Responsibility:

a. General Responsibility: The Contractor shall at all times during the Agreement term remain responsible. The Contractor agrees, if requested by the SUNY Chancellor or his or her designee, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity.

b. Suspension of Work for Non-Responsibility: The SUNY Chancellor, in his or her sole discretion, reserves the right to suspend any or all activities under the Agreement, at any time, when he or she discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, the Contractor must comply with the terms of the suspension order. Agreement activities may resume at such time as the SUNY Chancellor or his or her designee issues a written notice authorizing a resumption of performance of the Agreement.

c. Termination for Non-Responsibility: Upon written notice to the Contractor and a reasonable opportunity to be heard with appropriate SUNY officials or staff, the Agreement may be terminated by the SUNY Chancellor or his or her designee at the Contractor’s expense, where the Contractor is determined by the SUNY Chancellor or his or her designee to be non-responsible. In such event, the SUNY Chancellor or his or her designee may complete the contractual requirements in any manner he or she may deem advisable and pursue available legal or equitable remedies for breach.

25. Termination: The Agreement awarded to the Contractor may be terminated by SUNY for any of the following reasons:

a. Convenience of SUNY: The Agreement may be terminated at any time upon receipt of 30 days prior written notice given by SUNY for any reason or no reason.

b. Event of default: The Agreement may be terminated in the event of breach of any of its provisions by the Contractor, or if the Contractor’s Services are deemed unsatisfactory in SUNY’s sole discretion, due to Contractor’s fault or negligence, or that of its officers, employees, subcontractors, agents, licensees, licensors, or affiliates. In such event, SUNY will send a written cure notice in accordance with the Notice provisions of the Agreement, and the Contractor shall have 30 days to correct the deficiencies noted. If the deficiencies are not corrected, SUNY may terminate this Agreement immediately upon written notice.

c. Deficient Certifications: If the Agreement has a value greater than $15,000, SUNY shall have the right to terminate in the event the State Finance Law sections 139-j and 139-k certifications executed by the Contractor are found to be false or incomplete. If the Agreement has a value of greater than $100,000 and Contractor’s sales for the immediately preceding four quarters were greater than $300,000, or if the Agreement has a value of $125,000 or greater, the University shall have the right to terminate in the event the Contractor’s Department of Taxation and Finance Contractor Certification form, ST 220-CA, statements are found to be false or incomplete.

d. Lack of Funds: If for any reason the State of New York terminates or reduces its appropriations to SUNY, the Agreement may be terminated or reduced at SUNY’s discretion, provided that no such reduction or termination shall apply to allowable costs already incurred by the Contractor where funds are available to SUNY for payment of such costs. In any event, no liability shall be incurred by the State (including SUNY) beyond monies available for the purposes of the awarded contract.

e. SUNY may terminate the Agreement, upon written notice, in the event of any of the following: (i) The Contractor makes an assignment for the benefit of creditors; (ii) a petition in bankruptcy or any insolvency proceeding is filed by or against the Contractor and is not dismissed within 30 days from the date of filing; or (iii) all or substantially all of Contractor’s property is levied upon or sold in any judicial proceeding.

f. Upon expiration or termination of this Agreement, the Contractor shall provide SUNY with all necessary records, electronic and otherwise, in the Contractor’s possession relating to the Services provided under this Agreement. At SUNY’s request, the Contractor shall also make appropriate Staff available to SUNY during normal business hours to answer questions regarding such records and the Services which have been provided by the Contractor under this Agreement. The Contractor shall cooperate to the fullest extent with any successor contractor in order to accomplish a smooth and orderly transition, so that the Services are uninterrupted and are not adversely impacted.

26. Trademarks and Service Marks: The Contractor understands and agrees that SUNY trademarks, service marks and logos are registered trademarks or owned by SUNY (the “Licensed Marks”). To the extent required by this Agreement, SUNY hereby grants to the Contractor a license to use the Licensed Marks only in connection with its work for SUNY under this Agreement. Such license shall limited to the use identified herein and shall not be construed as permission by SUNY to use its name or the Licensed Marks for any other purpose. The Contractor agrees not to use, reproduce, copy, or create materials bearing the SUNY name, logos or Licensed Marks without prior written approval and review of such materials by SUNY.