IFB #211850061-1.pdf

Requisition No.: Date: IFB No.:

[Insert college logo]

NOTE: THIS IS NOT A PURCHASE ORDER

INVITATION FOR BIDS (“IFB”) (sealed solicitation) (“College”) of THE CITY UNIVERSITY OF NEW YORK for the purchase of __________________________________________________________________________ Part 1. Key IFB Dates and Terms. The City University of New York ("CUNY"), on behalf of the College, is hereby requesting sealed bid submissions in response to this IFB. Parts 1, 2, and 3 of this IFB contain certain information relating to important deadlines, dates and requirements of this IFB. However, this information is not comprehensive and must be read in conjunction with the rest of this IFB, which bidders should review in full.

Bid Submission Deadline:

Date: Time:

Questions Deadline:

Date: Time:

Bid Submission Location:

Address:

Room Number:

Pre-Bid Conference: YES NO

If YES: Date: Time:

Location:

Attendance Mandatory: YES NO

Supplier Diversity Goals: ☐ YES ☐ NO

IF YES COMPLETE BELOW

____% Minority and Women-Owned Business Enterprise Participation ____% Minority-Owned Business Enterprise Participation ____% Women-Owned Business Enterprise Participation ____% Service-Disabled Veteran-Owned Business Enterprise Participation

Bid Opening and Public Reading of Bid Prices:

Date: Time:

Location: same as the Bid Submission Location, or the following address:

College-Designated Contact:

Name:

Title:

Phone:

Fax:

Email:

Part 2. IFB Content. This Invitation for Bid consists of this IFB form, including, without limitation, Parts 1 through 5 and the following Attachments:

(a) Attachment A – IFB Instructions and IFB Terms and Conditions (3 pages) pages 5-7;

(b) Attachment B – Purchase Order Terms and Conditions (4 pages) pages 8-11;

(c) Attachment C – Appendix A, Standard Clauses for New York State Contracts (5 pages) pages 12-16;

(d) Attachment D – Supplier Diversity Provisions (7 pages) pages17-23;

(e) Attachment E – Supplier Diversity (MWBE/SDVOB) – Utilization Plan (1 page) page 25;

(f) Attachment F – COVID-19 Rider

(g) Attachment G – Contract Award Protest Procedures

(h) Attachment H – Specifications ( page(s)); and

(i) Attachment I – Bid Price Breakdown Pages ( page(s)).

Part 3. How to Respond to this IFB. You may submit a response to this IFB (a “Bid Submission”) by:

(a) completing and signing the Bid Submission Certification and Signature Page appearing below as Part 4, including:

i. entering your aggregate Bid Price in figures and in words;

ii. if permitted, indicating whether you are proposing substitute goods by initialing the space provided; and

iii. entering all required information in Part 4 and executing the signature block provided;

(b) completing and signing the State Finance Law §139-j and §139-k form appearing in Part 5; and

(c) completing the Bid Price Breakdown Pages in Attachment I (and copying your aggregate Bid Price into Part 4);

(d) submitting hard copies of the following in a sealed envelope to the Bid Submission Location by the Bid Submission Deadline: (i) the first four pages of this IFB (Parts 1 through 5) completed and signed, (ii) Attachment I completed and signed where indicated (you are not required to submit Attachments A through H of this IFB with your Bid Submission, but you should keep copies for your records since the Attachments will be a part of any Contract awarded pursuant to this IFB), and (iii) any other documents required by the Specifications. The outside of the sealed envelope must include the name and address of the Bidder, the IFB number from the header of this IFB, and the words “BID SUBMISSION ENCLOSED.”

Part 4. Bid Submission Certification and Signature Page. All vendors responding to this IFB (“Bidders,” each a “Bidder,” or “you”) must complete all information requested on this page (the “Bid Submission Certification and Signature Page”) and sign in the space provided below. If there is a discrepancy between the Bid Price offered in words and the Bid Price offered in figures or between the Bid Price written here or in any other part of the Bid Submission, CUNY reserves the right to deem the lower (lowest) price the Bid Price offered.

By signing below and submitting a Bid Submission in response to this IFB, Bidder hereby certifies and warrants under penalty of perjury that (1) Bidder has read this entire IFB, including the Specifications, and agrees to be bound by the terms herein; (2) if Bidder is an entity then Bidder is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization or formation and is in good standing and authorized to do business in the State of New York; (3) if Bidder is an entity then Bidder has duly authorized, executed and delivered its Bid Submission and has the power and authority to perform the transactions contemplated herein; (4) Bidder has not knowingly violated any law by submitting its Bid Submission; (5) all certifications made in paragraphs 17 and 25 of Attachment A of this IFB are true and correct; (6) to the best of Bidder’s knowledge no College, CUNY or public employee or officer, elected official, or person whose salary is payable in whole or in part, directly or indirectly, from the City of New York (“City”) or State of New York (“State”) treasury has any direct or indirect interest, financial or otherwise, in this IFB solicitation, Bidder’s Bid Submission, or the Contract or in the supplies, materials, equipment, work, or labor to which it relates or in any of the profits thereof; (7) Bidder is not currently in default on any CUNY, State, or City contract and not in arrears on any CUNY, State, or City debt or tax, and has not been declared in default as surety or otherwise, upon any obligation to any of them within the past three (3) years; (8) Bidder and its principals have not been found guilty or pleaded guilty to a crime or misdemeanor in any federal, State, or City court, and there is no criminal proceeding or indictment against Bidder pending in any such court; and (9) Bidder has not been declared not responsible, or disqualified, by CUNY, the City, State, the federal government, or any agency, or quasi-agency thereof, or has a proceeding pending against it or he or she relating to the responsibility or qualification to receive public contracts (or, in relation to (6) through (9) above, Bidder has disclosed and included an explanation of same with its Bid Submission, provided that CUNY reserves the right to reject any Bid Submission notwithstanding the foregoing explanation).

The parties to this IFB understand and agree that the Contract (as defined in Attachment A) shall have no force and effect and that neither CUNY nor the State of New York bears any liability unless and until any approval process that the Contract (as defined in Attachment A) is subject to pursuant to Law (as defined in Attachment B) or pursuant to governmental policies, practices, or requirements is completed, which process may include, without limitation, approval by the New York State or New York City Comptrollers.

Bidder must check all categories that apply:

Bidder (Company) Name Bidder EIN#

By:

Signature of Authorized Representative Bidder’s Phone #

Print Name of Authorized Representative Bidder’s Fax #

Print Title of Authorized Representative Bidder’s e-mail address

Bidder’s Street Address:

The prices set forth below and in the Bid Submission Breakdown Schedule represent the pricing offered by Bidder to provide the products specifically named in the Specifications (including any reference to manufacturer, item or catalog number, and the like; see Section 11 of Attachment A) unless Bidder submits with its Bid Submission sufficient supporting information for evaluation of the substitute product(s) being offered and has an authorized representative of Bidder sign his/her initials below. Notwithstanding the foregoing, CUNY reserves the right to only accept offers for the products specifically listed in the Specifications and in such event to deem any Bid Submission that proposes substitute products as non-responsive.

BIDDERS PROPOSING SUBSTITUTE ITEMS MUST INITIAL THIS PARAGRAPH. Bidder is not providing prices for the products specifically named in the Specifications and is instead providing a Bid Price for substitutes and is including supporting information to demonstrate that Bidder's offered substitutes should be accepted as approved equals:

ALL BIDDERS MUST ENTER THEIR BID PRICE BELOW. Bidder hereby offers the goods and/or services specified in the Specifications (or proposed substitute products(s)) in accordance with the Contract for the Bid Price set forth below:

Bid Price in figures: $

Bid Price in words: dollars.

□ Check this box and return this page if you are not submitting a Bid Price.

NY State-certified Minority owned

NY State-certified Women owned

NY State-certified

SDVOB

Part 5. State Finance Law §139-j and §139-k Form (Part 5, page 1 of 2)

Disclosure of Prior Non-Responsibility Determinations and

Certification of Compliance with State Finance Law §139-j and §139-k

Name of Vendor:

Address of Vendor:

EIN of Vendor:

1. Has any Governmental Entity made a finding of non-responsibility regarding the individual or entity seeking to enter into the Procurement Contract in the previous four years? (please circle)

No Yes

*If you answered "No" to question #1, then please proceed to and answer question #5.*

2. If you answered "Yes" to question #1, then please answer the following: Was the basis for the finding of non-responsibility due to a violation of State Finance Law §139-j (please circle):

No Yes

3. If you answered "Yes" to question #1, then please answer the following: Was the basis for the finding of non-responsibility due to the intentional provision of false or incomplete information to a Governmental Entity? (please circle):

No Yes

4. If you answered "Yes" to any of questions #1, #2, or #3, then please provide details regarding the finding of non-responsibility below.

Governmental Entity:

Date of Finding of Non-Responsibility:

Basis of Finding of Non-Responsibility (add additional pages as necessary):

[State Finance Law §139-j and §139-k form continued on next page]

Part 5. State Finance Law §139-j and §139-k Form (page 2 of 2)

Disclosure of Prior Non-Responsibility Determinations and Certification of Compliance with State Finance Law §139-j and §139-k

5. Has any Governmental Entity of other governmental agency terminated or withheld a Procurement Contract with Vendor (the above-named individual or entity) due to the intentional provision of false or incomplete information? (please circle):

No Yes

If you answered "Yes" to question #5, then please provide details below.

Governmental Entity:

Date of Termination or Withholding of Contract:

Basis of Termination or Withholding (add additional pages as necessary):

Vendor acknowledges and agrees that the City University of New York (“CUNY”) reserves the right to terminate the Contract in the event it is found that the certification filed by the Vendor in accordance with New York State Finance Law §139-k was intentionally false or intentionally incomplete. Upon such finding, CUNY may exercise its termination right by providing written notification to the Vendor in accordance with the written notification requirements of the Contract.

CERTIFICATION: Vendor certifies that all information provided to CUNY with respect to State Finance Law §139-k is complete, true and accurate.

AFFIRMATION: On behalf of the entity named below, I hereby affirm that I understand and agree to comply with the procedures of CUNY relative to permissible Contacts as required by State Finance Law §§139-j and 139-k, particularly §139-j (3) and §139-j (6) (b).

Vendor:

(print or type corporation, partnership, or individual name)

By:

(signature of authorized representative)

Name:

(print or type name of authorized representative)

Title:

(print or type title of authorized representative)

Date:

Attachment A IFB Instructions and IFB Terms and Conditions

All Bidders and all Bid Submissions must comply with the instructions and terms and conditions contained in this Attachment. Defined terms may be used before being defined.

IFB Instructions

1. Do not contact anyone at the College or CUNY except the College-Designated Contact about this IFB or the proposed purchase. Any contact with any CUNY or College employee except the College-Designated Contact may invalidate or prejudice your Bid Submission and/or your ability to participate in City and State solicitations in the future. If you decide to not submit a Bid Price in response to this IFB, please check the appropriate box on page 2 of this IFB and return this IFB to the Bid Submission Location.

2. Questions pertaining to this IFB must be made in writing and sent to the College-Designated Contact before the Questions Deadline, time being of the essence, by (i) mail to the Bid Submission Location, (ii) facsimile to the College-Designated Contact’s fax number, or (iii) email to the College-Designated Contact’s email address. Include the IFB # in the subject line of such mail, facsimile, or email. Response to questions received by the Questions Deadline, and any interpretation, clarification, or correction, as well as any other additions or amendments relating to the IFB, will be issued in writing by CUNY as an addendum to the IFB ("Addendum") and will be sent to all who received the IFB from the College. Such Addendum shall become a part of the IFB, and bidder shall be required to sign the Addendum and submit it as part of its Bid Submission.

3. If Part 1 (Key IFB Dates and Terms) above indicates that attendance at the Pre-Bid Conference is mandatory and you do not attend the meeting, CUNY may reject your Bid Submission as non-responsive.

4. Bidders must use this IFB to submit a Bid Submission: print out a hard copy to submit if you received this IFB by email; type or use ink, and do not use pencil. In all instances original (“wet”) signatures on the Bid Submission (and all accompanying documents) are required. Bidders must follow the instructions in Part 3 (How to Respond to This IFB) above.

5. Hard copies of sealed Bid Submissions are due to the Bid Submission Location by the Bid Submission Deadline, time being of the essence. Bid Submissions sent by fax or email are invalid and will be rejected.

6. Late Bid Submissions will be rejected and returned to Bidder.

Delivery by the Bid Submission Deadline to the Bid Submission Location, including the correct room, is the sole responsibility of Bidder.

7. Bidders may not attempt or propose to modify or supplement the terms and conditions of this IFB. ANY PROPOSED

MODIFICATIONS OR SUPPLEMENTS TO THIS IFB (OTHER

THAN TO PROVIDE PRICING, SIGNATURES OR OTHER

INFORMATION REQUIRED BY THIS IFB) ARE NOT PERMITTED,

ARE EXPRESSLY REJECTED, AND MAY RENDER A BID

SUBMISSION NON-RESPONSIVE.

Attachment A page 5

8. At the Bid Opening and Public Reading of Bid Prices Bid Submissions will be opened and Bid Prices offered by Bidders will be read publicly at the Bid Submission Location.

9. Unless otherwise specified in the IFB, Bid Price shall be a net price that includes all charges for the goods and/or services, including without limitation, transportation and inside delivery charges, F.O.B. Destination, and unloading and assembly. If the IFB requires that Bidders itemize shipping costs and a Bidder fails to so itemize, then such Bidder’s shipping costs shall be deemed to be included in that Bidder’s Bid Price. Sales to CUNY are not subject to sales and use tax. Do not include any tax in your Bid Price.

10. Bidder is presumed to have full knowledge of all conditions affecting performance that should have been discovered by a reasonably prudent vendor.

11. Where a manufacturer's name or catalog number is mentioned in the Specifications, it is intended to establish a standard of quality or performance, and Bidders may offer proposed substitutes. Bidders shall submit with their Bid Submissions sufficient information for CUNY to evaluate any substitutes offered, including, without limitation, brochures or cut sheets. CUNY reserves the right to request samples, additional information, or demonstration of performance after the Bid Submission Deadline. CUNY reserves the right to reject Bid Submissions with proposed substitutes that it deems “not equal” to the items specified, and such determination by CUNY shall be final. If Bidder fails to have an authorized representative sign his/her initials where required in the Bid Submission Certification and Signature Page indicating that it is providing prices for substitute item(s), then Bidder shall be obligated to furnish the items specified in the IFB for the Bid Price. If Bidder wishes to submit a Bid Price for the specified items and also for substitute items, then Bidder may do so by photocopying or reprinting the IFB form and submitting two (2) separate Bid Submissions.

12. CUNY recommends that vendors file the required Vendor Responsibility Questionnaire online via the New York State VendRep System. To enroll in and use the New York State VendRep System, see the VendRep System Instructions at http://www.osc.state.ny.us/vendrep/index.htm or go to the VendRep System online at https://onlineservices.osc.state.ny.us.

Vendors must provide their New York State Vendor Identification Number when enrolling. To request assignment of a Vendor ID or for VendRep System assistance, contact the Office of the State Comptroller’s Help Desk at 866-370-4672 or 518-408-4672 or by email at itsservicedesk@osc.ny.gov . Vendors opting to complete the process with paper can obtain the appropriate questionnaire from the VendRep website: www.osc.state.ny.us/ve ndrep or may contact CUNY or the Office of the State Comptroller’s Help Desk. CUNY reserves the right to require a hard copy of vendor responsibility forms from Bidders for solicitations valued in excess of $100,000.

http://www.osc.state.ny.us/vendrep/index.htm https://onlineservices.osc.state.ny.us/ mailto:itsservicedesk@osc.ny.gov http://www.osc.state.ny.us/vendrep http://www.osc.state.ny.us/vendrep

13. Unless otherwise specified in the Specifications, Bidder shall meet and comply with the following requirements; failure to do so is grounds for rejection of your Bid Submission and/or grounds for a determination of non-responsiveness.

(a) Bidder shall have been in the relevant industry (as determined by CUNY) for a minimum of one (1) year as of the Bid Submission Deadline.

(b) Bidder shall have satisfactorily completed within the two (2) years preceding the Bid Submission Deadline at least three

(3) contracts of similar size, scope, complexity, and nature of the goods and/or services hereunder (“Similar Contracts”).

14. A Bidder may withdraw its Bid Submission at any time before the Bid Submission Deadline; each Bid Submission is binding and firm for a period of ninety (90) days following the Bid Submission Deadline, and a Bidder may withdraw its Bid Submission only after the expiration of such ninety (90) days. A request to withdraw a Bid Submission shall be made in writing and delivered to the Bid Submission Location. Upon discovery of a unilateral error or mistake, a bidder may withdraw its Bid Submission only upon a showing of all five of the following:

(a) the mistake is known or made known to CUNY;

i. prior to award of the Contract; or

ii. within three (3) business days after the Bid Submission

Deadline, whichever period is shorter;

(b) the Bid Price was based on an error of such magnitude that enforcement would be unconscionable;

(c) the Bid Price was submitted in good faith, and the Bidder submits credible evidence that the mistake was a clerical error as opposed to a judgment error;

(d) the error in the Bid Price is actually due to an unintentional and substantial arithmetic error or an unintentional omission of a substantial quantity of work, labor, material, goods, or services made directly in the compilation of the Bid Price, which unintentional arithmetic error or unintentional omission can be clearly shown by objective evidence drawn from inspection of the original work paper, documents, or materials used in the preparation of the Bid Price; and

(e) it is possible to place CUNY in status quo ante (the state it was before).

IFB Terms and Conditions

15. The College or department named in this IFB is a constituent unit of CUNY. This IFB is subject to New York State Education Law §6218, State Finance Law Article 11, State Finance Law §§139-j and 139-k, Public Officers Law Article 6, other applicable law, and CUNY policies.

16. CUNY will review the Bid Submissions and award the Contract for the goods and/or services described herein to the Bidder who is both responsive and responsible (as these two terms are defined by New York State law) and offers the lowest Bid Price, unless the IFB specifies otherwise. A Bid Submission must meet all the requirements of this IFB to be deemed responsive.

17. By submission of a Bid Submission, each Bidder and each person signing on behalf of any Bidder certifies, and in the case of a joint Bid Submission each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his knowledge and belief:

(a) The prices in this Bid Submission have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor;

(b) Unless otherwise required by law, the prices which have been quoted in this Bid Submission have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly, to any other Bidder or to any competitor; and

(c) No attempt has been made or will be made by the Bidder to induce any other person, partnership or corporation to submit or not to submit a Bid Submission for the purpose of restricting competition.

18. All terms and conditions of the IFB are deemed part of any Bid Submission. Your Bid Submission is a binding offer under law to provide the supplies, commodities, materials, equipment, and/or other goods and/or services described in the Specifications (collectively, the “Work”) for the Bid Price and unit prices and pursuant to all terms and conditions described in or incorporated into this IFB, including, without limitation, the terms and conditions of CUNY’s standard purchase order (the “Purchase Order”) and Appendix A-Standard Clauses for New York State Contracts (“Appendix A”), that are included in this IFB as Attachments B and C, respectively.

19. The issuance of a Purchase Order to the selected Bidder (if any, “Selected Bidder”) shall constitute acceptance of the Selected Bidder’s offer to provide the Work pursuant to its Bid Submission, and a contract shall be deemed to have been executed and created between CUNY and the Selected Bidder.

The Purchase Order and the Selected Bidder’s Bid Submission (including, without limitation, the terms of this IFB), shall constitute the contract (“Contract”) between CUNY and the Selected Bidder for the provision of the Work. A notice of award or similar communication from CUNY (other than the issuance of a Purchase Order for the Work) shall not be deemed to create a binding Contract. If the Contract must be registered or otherwise filed with or approved by with the Comptroller of the State or of the City for any reason whatsoever (including, without limitation, the release of public funds to pay for the Work), then such registration shall be an additional condition precedent to the formation of a binding Contract. Bidder signifies its acceptance of and agreement to be bound by the terms of this IFB and the Contract, if any, by delivery of a Bid Submission, delivery of any of the Work, and/or by the acceptance of payment. Unless specified otherwise, the Contract shall be a requirements contract, and the Selected Bidder shall provide the Work described herein, or any portion thereof required by CUNY, at the Unit Price on an “as needed” basis. All Unit Prices contained in the Selected Bidder’s Bid Submission shall remain firm for the term of the Contract. CUNY and any of its constituent units may order goods and/or services and may issue multiple Purchase Orders against the Selected Bidder’s Bid Submission; each such Purchase Order shall be effective and binding on the Selected Bidder and shall constitute part of the Contract. The amount of the Work described in

Attachment A

Attachment A page 7 the Specifications is an estimate; CUNY does not guarantee any minimum or maximum amount of goods and/or services to be delivered. CUNY will not be liable for any costs incurred by any party in connection with the preparation of a Bid Submission or by virtue of the amount of Work actually provided under any Contract.

20. Bidders will be accorded fair and equal treatment with respect to their opportunity for debriefing. CUNY shall notify bidders in writing by mail or email regarding unsuccessful Bid Submissions. Bidders must make a written request to the College-Designated Contract for a debriefing within fifteen (15) calendar days of notice of an unsuccessful Bid Submission. If requested, CUNY shall schedule a mutually convenient time and method for a debriefing.

21. CUNY reserves the right to reject a Bid Submission if such Bid Submission: (a) is in pencil, is illegible, or is unclear in substance; (b) does not include any required information or documents or supporting information; (c) misstates or conceals any material fact; (d) does not comply with the law or any IFB requirements; (e) contains unbalanced prices; and/or (f) is conditional in any way.

22. Notwithstanding anything else in this IFB, CUNY reserves the right to (a) cancel this IFB in whole or in part for any reason or no reason;

(b) reject all Bid Submissions; (c) reject Bid Submissions in whole or in part; (d) make single or multiple awards of the Contract to one or more Bidders if indicated in the IFB; (e) make single or multiple awards for all or a portion of the Work by item, class of items, or any combination of items in its best interest if indicated in the IFB; (f) seek clarifications, request Bid Submission revisions, and/or request any information deemed necessary for proper evaluation of Bid Submissions from any or all Bidders deemed to be eligible for Contract award; (g) waive IFB technicalities and/or Bid Submission irregularities and/or omissions; (h) change the deadlines in this IFB; (i) require the Selected Bidder to execute a separate agreement in form and substance acceptable to CUNY for the Work on substantially the same terms as set forth herein for the Contract; (j) amend the terms of this IFB; (k) in the event of tied low bids from responsive and responsible Bidders, make an award to one or more Bidders in CUNY’s sole and absolute discretion; and/or (l) correct arithmetic errors in Bid Submissions and deem the corrected amount the Bid Price. Failure by Bidder to timely provide requested information or documentation may result in rejection of a Bid Submission.

23. Within five (5) business days of CUNY’s request, Bidder shall:

(a) demonstrate financial viability by providing documents such as financial statements, balance sheets and income and expenditure statements for the prior two (2) years (and CUNY reserves the right to require certified financial statements);

(b) submit copies of any licenses, permits and certifications identified in the Specifications as required to perform the Work (each a “Required License”); submit evidence in form acceptable to CUNY of relevant industry experience;

(c) submit, in form acceptable to CUNY, for at least three (3) Similar Contracts: (i) the name and a brief description of each client; (ii) a brief description of the goods and/or services provided;

(iii) the term of each Similar Contract; and (iv) the name of a contact for each Similar Contract, his/her role with respect to the Similar Contract and current title, address, and phone number; and

(d) complete, sign, and submit any forms or other information as may be required by CUNY, including the following:

i. NYS Vendor or NYC Vendor and Principal Questionnaires;

ii. NYS Executive Law Article 15-A disclosures or documentation;

iii. Contractor Certification, Tax Law §5-a, Form ST-220CA and ST-220TD;

iv. Planned Employment Forms for Consultants; and/or

v. evidence satisfactory to CUNY that Bidder maintains worker’s compensation and disability insurance coverage required by the New York State Workers’ Compensation Law.

Failure to timely provide any of the above requested information or documentation may result (in CUNY’s sole and absolute discretion) in rejection of a Bid Submission.

24. Pursuant to State Finance Law Sections 139-j and 139-k, this IFB includes and imposes certain restrictions on communications between CUNY, including its constituent Colleges, and a potential vendor during the procurement process. A vendor is restricted from making contacts from the earliest notice of intent to solicit bids through final award and approval of a contract by CUNY and, if applicable, the Office of the State Comptroller ("restricted period") to other than the College’s designated staff unless it is a contact that is included among certain statutory exceptions set forth in New York State Finance Law §139-j(3)(a). The College’s designated staff is identified in Part 1 (Key IFB Dates and Terms) of this IFB as the “College-Designated Contact”. CUNY (and College) employees also are required to obtain certain information when contacted during the restricted period and to make a determination of the responsibility of the vendor pursuant to these two statutes. Certain findings of non- responsibility can result in rejection for contract award, and in the event of two findings within a four-year period, the vendor is debarred from obtaining any governmental procurement contracts. Further information about these requirements can be found in the guidelines issued by the Advisory Council on Procurement Lobbying, which can be found on the Office of General Services website at: https://www.ogs.ny.gov/acpl

25. Any contract to be awarded pursuant to this Invitation for Bid shall be administered in compliance with the requirements of New York Education Law Section 6218 and New York State Finance Law Articles 9 and 11, and the New York State Lobbying Law, as set forth in the New York State Finance Law Sections 139-j and 139-k.

25. By submission of this Bid Submission, each Bidder and each person signing on behalf of any Bidder certifies, and in the case of a joint bid each party thereto certifies its own organization, under penalty of perjury, that the Bidder has and has implemented a written policy addressing sexual harassment prevention in the workplace and provides annual sexual harassment prevention training to all of its employees. Such policy shall, at a minimum, meet the requirements of Section 201-g of the Labor Law.

Bid Submissions that do not contain the above certification will not be considered for award; provided however, that if the Bidder cannot make the certification, the Bidder may provide a signed statement with their Bid Submission detailing the reasons why the certification cannot be made. CUNY reserves the right to reject any Bid Submission notwithstanding the foregoing signed statement.

https://www.ogs.ny.gov/acpl

Requisition No.: __________________ Date.: ______________ IFB No.: . _______

Attachment B:

Purchase Order Terms and Conditions for Software

A. Background. The college or department named in this Purchase Order or solicitation (“College”) is a constituent unit of The City University of New York (“CUNY”). The vendor or supplier named on page 1 of this Purchase Order or Pricing Request Document, or which submits a bid or proposal in response to the solicitation to which this document is attached and is awarded a contract, shall hereafter be referred to as “Contractor”. This Purchase Order or solicitation is subject to the New York State Education Law Section 6218 and New York State Finance Law Articles 9 and 11. The agreement that is being established by this Purchase Order or solicitation is comprised of and governed by the following (collectively, "Contract"): (a) these Purchase Order Terms and Conditions for Software,(b) any related Pricing Request Document, Pricing Request Document for Software, or solicitation document issued by CUNY to which these terms are attached or which are referenced in the Purchase Order (if any, “PRD”) (c) New York State Appendix A, Standard Clauses for all New York State Contracts, as it may be amended, modified, or supplemented from time to time (“Appendix A”), which is incorporated herein, (d) to the extent that the Services entail CUNY providing Contractor with Personally Identifiable Information (as defined under Law), Appendix 1, Information Security, (e) to the extent that the Services include any artificial intelligence (“AI”) products or services, Appendix 2, Artificial Intelligence Clauses, (f) the specifications set forth on the first page of or attached to this Purchase Order or PRD (“Specifications”), (g) CUNY’s applicable IT policies (Security Policies & Procedures –The City University of New York) as identified in the Specifications and PRD, (h) CUNY’s Information Technology Performance Requirements attached hereto as Appendix 3, (i) the applicable New York State Office of General Services (“OGS”) or U.S. General Services Administration (“GSA”) contract (if any) referenced in the PRD, and (j) any related bid submission, proposal, Quote Submission, or the like, submitted by Vendor/Respondent in response to the PRD (if any, “Quote Submission”), including any EULA as such term is defined in the PRD and if the same is permitted pursuant to the terms of the PRD. The Contract supersedes any “click-through,” “click-wrap,” Terms of Service, Acceptable Use Policies, and all other electronically presented or other similar terms and conditions provided by Contractor or any parent or affiliate thereof, and any such terms shall be void unless included in Contractor’s Quote Submission pursuant to the terms of the PRD. The term "State" in Appendix A includes the State of New York and CUNY, which is a "contracting agency" and "State agency" for purposes of Appendix A. Defined terms may be used herein before being defined. In the event of a conflict among the terms of any of the documents comprising the Contract, such conflicts shall be resolved in the following order of precedence: (1) Appendix A; (2) the applicable OGS or GSA contract (if any) referenced in the PRD; (3) Specifications; (4) these Purchase Order Terms and Conditions for Software; (5) PRD; (6) CUNY’s applicable IT Policies and Information Technology Performance Requirements; (7) Quote Submission; and (8) Contractor’s EULA, if any. CUNY’s Information Technology Performance Requirements and NYS Appendix A may be obtained from the College’s Purchasing Office if not attached hereto.

B. Contract Term. 1. The term of the Contract (“Term”) shall be as set forth in the PRD and the Purchase Order.

2. Term may only be renewed if the PRD or Purchase Order explicitly indicates renewal options. Any such renewal shall be exercised by CUNY in writing in its sole discretion and shall be for the renewal term specified in the PRD or Purchase Order and at the prices indicated in the Quote Submission.

C. Questions: 1. Any Services provided by Contractor (except for the operation of the Solution (defined below in Section D) post-implementation) shall at all times be subject to the review, direction and control of the person designated by CUNY in writing from time to time (“Business Manager”). All questions concerning performance of the Services shall be decided by the Business Manager. 2. CUNY, acting through the Business Manager, shall act reasonably in exercising this authority under Contract, except to the extent CUNY may act in its sole and absolute discretion or in accordance with such other standard, as specified herein.

D. Services, Solution: 1. The term “Services” shall be deemed to include all services and tasks to be performed, and products to be delivered, as identified in the PRD, the Specifications, and the Quote Submission. 2.

The term “Solution” shall mean the software product or platform to be delivered by the Contractor as part of the Services, as identified in the PRD, the Specifications, and the Quote Submission, but shall exclude any professional services necessary to configure or implement the software product or platform. 3. Contractor will deliver Services https://www.cuny.edu/about/administration/offices/cis/information-security/security-policies-procedures/ https://www.cuny.edu/about/administration/offices/cis/information-security/security-policies-procedures/ https://www.cuny.edu/about/administration/offices/cis/information-security/security-policies-procedures/

Requisition No. ____________ Date: ___________ IFB No. ___________

2095-0114-5093, v. 1 page 9 to CUNY for the Price Quote and applicable Unit Prices, and on the terms and conditions of Contract. In performing Services, Contractor shall follow and meet or exceed generally accepted standards of the relevant industry or trade, and warrants that the Solution shall conform in all material respects to its standard product documentation ("Standards"). 4. Contractor will perform and deliver Services on the schedule set forth in the Contract, time being of the essence, and to the satisfaction of CUNY. 5. CUNY reserves the right, unilaterally, to require, by written order, changes by altering, adding to, or deducting from the Services, solely with respect to professional services, if any are required under Contract (not including subscription services or any non-customizable aspects of the Solution). CUNY may make an equitable adjustment in the Contract Price or delivery date if the change affects the price or time of performance with the consent of Contractor, which consent shall not be unreasonably withheld. 6.

To the extent the Solution incorporates artificial intelligence or machine-learning features, Contractor must ensure that CUNY data – including user-generated content, uploaded documents, usage data, and any other data submitted by or generated on behalf of CUNY users – is used solely for the purpose of providing the Services to CUNY and shall not be used to train, fine-tune, or otherwise improve any artificial intelligence or machine-learning model, whether proprietary to the Contractor or provided by a third party. Contractor must disclose in its Quote Submission all AI or machinelearning features present in the Solution and identify any third-party artificial intelligence service providers whose models interact with CUNY data.

E. Price, Requirements, Payment: 1. Unless otherwise specified, each Unit Price shall be a net price that includes all charges for the products and/or services, including without limitation, subscription fees, implementation, labor, insurance, overhead and profit, as applicable. In the event of a discrepancy between the Unit Price and the Extension Price (if any), the Unit Price shall govern. 2. Contractor shall submit properly documented invoices for Services to CUNY at College's Accounts Payable Department only following Acceptance of such Services and at time intervals and in form and substance acceptable to CUNY. CUNY reserves the right to request additional information at any time, and Contractor shall provide such information promptly and in no event later than five (5) business days of CUNY’s request. Following CUNY’s receipt of such invoices, CUNY (or the State of New York (“State”) or the City of New York (“City”), as applicable) shall pay Contractor in accordance with the Unit Price set forth in Contract and in accordance with ordinary CUNY (or State or City) procedures and practices. 3. Contractor agrees to accept payments under Contract by electronic funds transfer, and Contractor shall provide all information and documentation requested by CUNY to effectuate such transfers. 4. Should Contractor be liable for any payments to CUNY or the State hereunder, then interest, late payment charges, and collection fee charges will be determined and assessed pursuant to New York State Finance Law §18.

F. Subcontracting: 1. Subcontracting is not permitted except as provided in Specifications. 2. Where subcontracting is permitted, Contractor shall obtain CUNY's prior written approval for (a) the portion of Services to be subcontracted, and (b) the particular subcontractor(s). 3. Any contract(s) between Contractor and permitted subcontractor(s) (if any) shall incorporate by reference all Contract requirements relating to Contractor, and Contractor shall ensure that any subcontractor(s) comply with such requirements. 4. Nothing herein shall be deemed to waive any rights of CUNY against Contractor.

G. Acceptance: 1. Nothing in the Contract shall be deemed to represent or warrant that Specifications are comprehensive as to every item or aspect of professional services needed to be done to make Solution complete, turnkey, fully implemented, and configured. 2. Services (excluding the annual subscription services) shall not be deemed accepted by CUNY until CUNY has inspected it and so certified (“Accept”, “Accepted” or “Acceptance”) in writing. 3. Payment or partial payment made before Acceptance shall not be deemed a waiver of CUNY's rights.

4. An acknowledgment by CUNY personnel of the receipt of Services shall not constitute Acceptance. Acceptance shall not be deemed a waiver by CUNY of any of its rights or remedies under law or Contract. 5. If Contractor is advised that any Services were unsatisfactory, then Contractor shall complete or re-perform such Services until CUNY is satisfied, in its sole discretion. 6. Any terms and conditions that may be included in the Contractor’s EULA with respect to “acceptance” are explicitly rejected and shall be inapplicable and of no force and effect, including, for example, attempts to deem a lack of response of acceptance or non-acceptance by CUNY within a certain number of days to be acceptance of a deliverable.

H. Intellectual Property: 1. Any pre-existing intellectually property of Contractor shall remain the intellectual property of Contractor (“Contractor’s IP”). Any invention, discovery, innovation or improvement

2095-0114-5093, v. 1 page 10 related to Contractor’s IP shall remain the exclusive property of Contractor and shall also be considered Contractor’s IP. CUNY retains all right, title, and interest to any invention or discovery not related in any way to Contractor’s IP, whether or not patentable, that is conceived or reduced to practice by Contractor and arises out of Contractor’s performance of the Services, and retains the sole right to determine whether a patent application shall be filed.

Contractor grants to CUNY a worldwide, royalty free license to use Contractor’s IP during the Term and any renewal Term for purposes contemplated under the Contract and as part of the Services furnished by Contractor.

Such license(s) may be further subject to the terms and conditions of the EULA (if any) included with Contractor’s Quote Submission (to the extent explicitly permitted by the PRD), which, if included with the Quote Submission, shall be construed in accordance with the terms of the PRD and these terms. 2. All copyrightable works (including, but not limited to, reports, compilations of data, software, pictorials, or graphics) created or prepared by Contractor or Contractor’s personnel in the course of the performance of the Services (“Copyrightable Works”) not related in any way to Contractor’s IP shall be "works made for hire" (as that term is defined in the copyright laws of the United States) for CUNY, and all copyright therein is expressly intended to be wholly owned by CUNY. To the extent that any Copyrightable Works may not, by operation of law, be works made for hire, Contractor hereby assigns to CUNY the ownership of copyright in such Copyrightable Works, and CUNY shall have the right to obtain and hold in its own name copyrights, registrations, and similar protections that may be available in such Copyrightable Works. Contractor agrees to give CUNY or its designee all assistance reasonably required to perfect such rights. Contractor represents and warrants that Contractor is and shall be sole author of any and all Copyrightable Works, and that they are and shall be original works not subject to any prior agreement, lien, or other rights. Contractor further represents and warrants that the Copyrightable Works do not and shall not contain libelous, plagiarized, injurious, or other unlawful matter, and that they do not and shall not infringe on copyright or violate any other right of any person or party whatsoever.

I. Accessibility: 1. The Contractor must comply with all applicable federal and state laws and regulations regarding the accessibility of the Services for those who are disabled. Any network-based information and applications development, or programming, including, but not limited to, websites delivered to or by the State of New York pursuant to this Contract or procurement, will comply with Section 508 of the Rehabilitation Act of 1973, as amended, Executive Law Section 170-f, as amended, and be consistent with New York State Enterprise IT Policy NYS-P08-005, Accessibility of Information Communication Technology, as such policy may be amended, modified, or superseded (the “Accessibility Policy”). The Accessibility Policy requires, and Contractor must ensure that State Entity Information Communication Technology (as defined in the Accessibility Policy) shall be accessible to all users, including those with disabilities as determined by accessibility compliance testing. Such accessibility compliance testing will be conducted by CUNY and any report on the results of such testing must be satisfactory to CUNY, as an explicit condition of being awarded the Contract. 2. In accordance with Section 170-f of the New York State Executive Law, Contractor represents and warrants that the Services’ online content and functionality shall conform to the most current version of the Web Content Accessibility Guidelines adopted by the World Wide Web Consortium for accessibility or any successor guidelines/standards (“WCAG Standards”), which are incorporated herein by reference. 3. Upon request and prior to Contract award, prospective Contractors must provide an Accessibility Conformance Report (“ACR”) or a completed Voluntary Product Accessibility Template (“VPAT”) that includes the prospective Contractor’s representation and warranty that the Services comply with the WCAG Standards. Please note that an ACR or VPAT need not be submitted with a Quote Submission but, if requested, the prospective Contractor must submit an ACR or VPAT upon request within the timeframe required by CUNY as an explicit condition prior to being awarded a Contract. The ACR or VPAT must reflect the Contractor’s current software release of the Solution. 4. The Services’ online content and functionality shall meet or exceed the accessibility standards specified in Contractor’s ACR or VPAT throughout the Term of this Contract. 5. Contractor must provide temporary test credentials to CUNY so that CUNY is able to perform a test of the Services to verify that the Services meet the requisite accessibility standards. CUNY will need to review, verify, and accept Contractor’s ACR or VPAT prior to the award of the Contract. CUNY will not award a Contract to any vendor that:

(a) if requested, fails to promptly submit an ACR or completed VPAT that verifies the Services’ compliance with WCAG Standards; (b) submits an ACR or completed VPAT that does not meet WCAG Standards; (c) does not provide the necessary credentials to allow CUNY to test and verify the accessibility of the online content and functionality of the proposed Services; or (d) provides temporary test credentials that result in a determination that demonstrates that the Services do not meet requisite accessibility standards. 6. If after award of Contract to Contractor, CUNY determines that a user of the Services requires a special modification in order to comply with WCAG Standards, then CUNY shall submit a written request to the Contractor for a modification to the Services, 2095-0114-5093, v. 1 page 11 and the Contractor shall use commercially reasonable efforts to provide necessary modification(s) promptly. In the event that compliance with WCAG standards requires more than commercially reasonable efforts, then the Contractor shall engage in good faith negotiations with CUNY to amend the Contract. In the event that the Contractor cannot modify the Services to comply with WCAG Standards following good faith negotiations to amend the Contract, then CUNY shall have the right to terminate the Contract upon thirty (30) days’ written notice.

J. Termination; Suspension: 1. If Contractor breaches any term or condition of Contract or if any certification made hereunder is false (“Default”), and such Default remains uncured for more than fifteen (15) calendar days or other specified period after written notice to Contractor, CUNY may terminate Contract for cause in accordance with this paragraph. Such notice shall identify the Default and give Contractor a reasonable period in which to cure, such period to be determined by CUNY, in CUNY’s sole and absolute discretion, and if CUNY does not specify a cure period then the cure period shall be fifteen (15) calendar days. Failure to cure within such period shall be deemed reasonable cause for termination of Contract, and, thereafter, CUNY may terminate Contract upon notice to Contractor. 2.