RFP OCM-2026-09 BP.pdf

STATE AGENCY:

NYS Office of Cannabis Management 1220 Washington Avenue Building 9 Albany, NY 12226

OCM CONTRACT NUMBER: Contract Number

DESCRIPTION:

[Enter description of services]

CONTRACTOR:

Contractor Name Vendor Address City, State, Zip

CONTRACT AMOUNT FOR TERM:

Enter contract amount

CHARITIES REGISTRATION NUMBER:

Enter if applicable, or “N/A”

FEDERAL TAX IDENTIFICATION NUMBER:

Enter Tax ID #

SFS VENDOR ID:

Enter ID Number

CONTRACT TERM:

Anticipated term (or complete post award).

RENEWAL TERM:N/A

FROM:

TO:

APPENDICES ATTACHED OR REFERENCED AND PART OF THIS AGREEMENT:

(Applicable Appendices must be checked [X])

APPENDIX A Standard Clauses for New York State Contracts

APPENDIX A-1 Agency-Specific Clauses

APPENDIX B Budget

APPENDIX C Scope of Work

APPENDIX D Billing and Payment Terms

APPENDIX E Insurance Requirements

APPENDIX F Standard Clauses for On Site Consultant Services

APPENDIX G Consulting Disclosure Instructions and Form B

APPENDIX H Solicitation Documents (RFP, IFB, RFQ) incorporated as a separate document

APPENDIX I Contractor’s Proposal incorporated as a separate document

APPENDIX J Supplier Diversity (MWBE, SDVOB, EEO) Requirements

APPENDIX K Modification Agreement Form

OTHER Exhibit 1: MWBE Utilization Plan

Exhibit 2: SDVOB Utilization Plan

Exhibit 3: MWBE Request For Waiver

Exhibit 4: SDVOB Request For Waiver

Exhibit 5: Contractor Quarterly MWBE Compliance Report

Exhibit 6: Contractor Monthly SDVOB Compliance Report

Exhibit 7: EEO Workforce Employment Utilization/Compliance Report

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CONTRACT SIGNATURE PAGE

OCM CONTRACT NUMBER: ____________

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the dates appearing under their signatures.

Contractor Name NYS Office of Cannabis Management

By: By:

Printed Name: Printed Name:

Title: Title:

Date: Date:

State Agency Certification: In addition to the acceptance of this contract, I also certify that original copies of this signature page will be attached to all other exact copies of this contract.

CIVIL SERVICE APPROVAL (If Required) STATE COMPTROLLER’S APPROVAL

☐ DATE: ___________________

☐ DATE: ___________________

ATTORNEY GENERAL’S APPROVAL

☐ DATE: ___________________

STATE OF )

) SS:

COUNTY OF )

On this ____day of ___________________, 20 ____ , before me personally came _______________________, to me known who being duly sworn, did depose and say that s/he resides in _____________________; that s/he is the ___________________________ of the ____________________________________, the corporation described in and which executed the foregoing instrument; that s/he knew the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by the order of the Board of Directors of said corporation, and that s/he signed his/her name thereto by like order.

Notary Public

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NEW YORK STATE

OFFICE OF CANNABIS MANAGEMENT (“OCM”)

This Agreement is hereby made by and between OCM and the public or private agency (“Contractor”) identified on the face page hereof.

THIS AGREEMENT or CONTRACT, made this day of , 202___ (the “Effective Date”) is by and between the New York State Office of Cannabis Management, whose is office is located at 1220 Washington Avenue, W.A. Harriman State Office Campus, Building 9, Albany, NY 12226 (hereinafter “OCM”, or "New York State" or the “State of New York”), and _____________________________ (hereinafter "Contractor") (individually a “Party” and collectively the “Parties”), whose office is located at ______________________.

WHEREAS, OCM has the authority to regulate and provide funding for the establishment and operation of program services and desires to contract with skilled parties possessing the necessary resources to provide such services; and

WHEREAS, Contractor is ready, willing, and able to provide such program services and possesses or can make available all necessary qualified personnel, licenses, facilities, and expertise to perform or have performed the services required pursuant to the terms of this Agreement.

NOW THEREFORE, in consideration of the promises, responsibilities, and covenants herein, the Parties agree as follows:

1. CONDITIONS OF AGREEMENT

1.1. This Agreement incorporates the Cover Page, Contract Signature Page, and all Appendices identified on the Cover Page hereof.

1.2. This Agreement constitutes the entire Agreement between the Parties hereto and no statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained herein shall be binding or valid.

1.3. This Agreement shall not be changed, modified or altered in any manner except by an instrument in writing executed by both Parties hereto. Any terms of this Agreement not modified shall remain in effect for each Period of this Agreement.

1.4. Any change in the amount of consideration to be paid, or change in the Term, is subject to the approval of the Office of the State Comptroller.

1.5. The Contractor shall perform all services to the satisfaction of OCM. The Contractor shall provide services and meet the program objectives summarized in the Scope of Work (“SoW”) (“Appendix C”) in accordance with the provisions of this Agreement; relevant laws, rules, and regulations; administrative and fiscal guidelines; and where applicable, operating certificates for facilities or licenses for an activity or program.

1.6. Any conflict, discrepancy, disagreement, or ambiguity between this Agreement and any Appendices, shall be resolved in the following order of precedence:

1.6.1. Appendix A (Standard Clauses for NYS Contracts)

1.6.2. Amendment(s) to this Agreement

1.6.3. This Agreement (except Appendix A and Appendix J)

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1.6.4. The Solicitation Documents (Appendix H)

1.6.5. Contractor’s Proposal (Appendix I)

2. PAYMENT

2.1. The Contractor, to be eligible for payment, shall submit to OCM’s designated payment office (identified in “Appendix D”) all appropriate documentation as required by the Billing and Payment Terms (“Appendix D”).

2.2. OCM shall make payments and any reconciliations in accordance with the Billing and Payment Terms (“Appendix D”). OCM shall pay the Contractor, in consideration of contract services a sum not to exceed the amount noted on the Cover Page hereof. This sum shall not duplicate reimbursement from other sources for Contractor’s costs and services provided pursuant to this Agreement.

3. TERM

This Agreement shall commence upon the Effective Date and will be in effect until (INSERT DATE) or until the funds are fully expended, whichever occurs first and unless sooner terminated as specified by this Agreement.

4. TERMINATION

4.1. This Agreement may be terminated at any time upon mutual written consent of OCM and the Contractor.

4.2. OCM may terminate this Agreement immediately, upon written notice to the Contractor (the “Notice of

Termination”), if the Contractor fails to comply with the terms and conditions of this Agreement and/or with any laws, rules, regulations, policies, or procedures affecting this Agreement.

4.3. OCM may also terminate this Agreement in accordance with Appendix A-1.

4.4. Written Notice of Termination, where required, shall be sent by personal messenger service or by certified mail, return receipt requested. The termination shall be effective in accordance with the terms of the notice.

4.5. Upon receipt of Notice of Termination, the Contractor agrees to cancel, prior to the effective date of any prospective termination, all outstanding obligations, and agrees not to incur any new costs and obligations after receipt of the Notice of Termination without approval by OCM.

4.6. OCM shall be responsible for payment on claims pursuant to services provided and costs incurred pursuant to terms of the Agreement. In no event shall OCM be liable for expenses and obligations arising after the termination date of this Agreement.

5. TRANSITION

OCM may require the Contractor to provide uninterrupted services after Contract termination/expiration (“Transition Services”) as OCM deems reasonable and necessary for OCM to comply with all legal requirements for establishing a new contract and transitioning to a replacement vendor. The Contractor must remain in accordance with the terms specified herein during this transition period.

5.1. Transition Period: OCM shall determine the transition period in consultation with the Contractor and shall notify the Contractor in writing. The Contractor shall provide transition services for a period of up to twelve (12) months. OCM reserves the right to amend the transition period subsequently, upon thirty

(30) days’ advance written notice to the Contractor.

5.2. No Interruption in Service: At all times during the transition period, and unless directed otherwise in writing by OCM, the Contractor shall continue its contractual obligations set forth in this Agreement until the services provided under this Agreement have been transitioned to a successor contractor, OCM, or

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a third party designated by OCM. The Contractor shall be required to meet its contractual obligations pursuant to this paragraph, notwithstanding the issuance of a termination for cause or convenience by

OCM.

5.3. Transition Plan: Within fifteen (15) days of receipt of a Notice of Termination, or three (3) months prior to the end of the Term of the agreement, whichever event occurs first, the Contractor shall submit to OCM, for OCM’s review and approval, a detailed written plan for transition (“Transition Plan”) that outlines, at a minimum, the tasks, milestones, and deliverables associated with a smooth transition of services and corresponding timeline.

5.4. Contractor Transition Services: Transition Services shall include the performance of the Contractor’s responsibilities, as outlined in this Agreement, and the transferring of those responsibilities to a successor contractor, OCM, or a third party designated by OCM in accordance with the Transition Plan agreed upon by the Parties. The Contractor shall maintain the same level of service during the Transition Period as is set forth in this Agreement until specific tasks or services are completely transitioned to or assumed by a successor contractor, OCM, or a third party designated by OCM.

5.5. Cooperation: The Contractor shall cooperate with OCM and its agents working on behalf of OCM

(including, but not limited to,, consultants) to facilitate a smooth and orderly transition. Periodic project review meetings shall be held with representatives of the Contractor, a successor contractor, OCM, or a third party designated by OCM.

6. DISPUTE RESOLUTION

6.1. If either Party has a dispute or disagreement arising out of the other’s performance of this Agreement, then the Party shall notify the other in writing of such dispute or disagreement (the “Dispute Notification”).

The other Party shall then make all good-faith efforts to solve the dispute or disagreement or settle the dispute or disagreement amicably, including meeting with the other Party’s designated representatives to attempt diligently to reach a satisfactory result. If the Parties are unable to resolve the dispute or disagreement or reach a satisfactory result within ten (10) business days of the date of the Dispute Notification (the “Notification Date”), then the dispute or disagreement shall be presented to OCM’s Executive Director, or his or her designee, who shall serve as the arbiter and issue OCM’s final decision within twenty (20) business days of the Notification Date. Nothing herein shall limit either Party’s ability to pursue all available legal and equitable remedies. However, unless a Party reasonably believes that immediate relief is required to avoid irreparable harm, the Parties agree to defer seeking either legal or equitable relief in a court of competent jurisdiction until OCM’s final decision has been issued.

6.2. The Executive Director of OCM shall have the power to appoint or change his or her designee or otherwise alter the rules of the procedure upon written notice to the Contractor.

6.3. Pending the conclusion of any dispute or disagreement by whatever procedure, the construction placed upon this Agreement by OCM shall govern operation thereunder, and the Contractor and OCM shall continue to perform under the Contract, unless OCM has suspended or terminated this Agreement in accordance with the applicable terms of the Contract.

6.4. The Contractor shall be required to bring all legal proceedings relating to this Agreement, against OCM or the State of New York, in the Supreme Court of the State of New York in the County of Albany, or the New York State Court of Claims.

Nothing in this section shall diminish OCM’s right to suspend or terminate the Contract in accordance with applicable clauses contained within this Agreement.

In the event of a dispute or disagreement between the Contractor and other consultants or contractors of OCM, the Contractor shall submit to OCM a timely written explanation of the details of the dispute or disagreement, including such pertinent facts as may provide OCM with a firm basis for understanding the nature of the dispute or disagreement. The Contractor agrees to proceed in a good-faith effort to

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avoid disputes or disagreements and to resolve disputes or disagreements with other contractors or subcontractors of OCM as amicably as possible.

7. GENERAL PROVISION AS TO REMEDIES

7.1. The Parties may exercise their respective rights and remedies at any time, in any order, to any extent, and as often as deemed advisable, without regard to whether the exercise of one right or remedy precedes, concurs with, or succeeds the exercise of another. A single or partial exercise of a remedy shall not preclude a further exercise of the right or remedy or the exercise of another right or remedy from time to time. No delay or omission in exercising a right or remedy, or delay, inaction, or waiver of any event of default, shall exhaust or impair the right or remedy, or constitute a waiver of or acquiescence to an event otherwise constituting a breach or default under this Agreement.

7.2. In addition to any other remedies available to OCM under this Agreement and State and federal law for the Contractor’s default, OCM may choose to exercise some or all the following:

7.2.1. Suspend, in whole or in part, payments due to the Contractor under this Contract.;

7.2.2. Pursue equitable remedies to compel the Contractor to perform.;

7.2.3. Apply Service Credits against amounts due and owing by OCM under the Contract.

7.2.4. Require the Contractor to cure deficient performance or perform the requirements of this

Contract at no charge to OCM.

8. TAXES

8.1. The Contractor remains liable and solely responsible, without exemption for social security, unemployment insurance, workers’ compensation, and other taxes and obligations to which the Contractor may be subject by law.

8.2. Purchases made by the State of New York are not subject to state or local sales taxes or federal excise taxes. The official State of New York Voucher for materials, equipment, supplies, and services is sufficient evidence to exempt the transaction from sales tax under section 1116 (a)(1) of the New York State Tax Law.

8.3. Section 5-a of the New York State Tax Law, as amended and effective April 26, 2006, requires certain contractors awarded certain contracts valued at more than $100,000 to certify to the New York State Department of Taxation and Finance (hereinafter referred to as “Tax and Finance”) that they are registered to collect New York State and local sales and compensating use taxes if they made sales delivered by any means to locations within New York State of tangible personal property or taxable services having a cumulative value in excess of $300,000, for the four (4) completed sales tax quarters in which the certification is made. In addition, contractors must certify to Tax and Finance that each affiliate and subcontractor exceeding such sales threshold during the period previously indicated is registered to collect New York State and local and compensating taxes.

This law imposes upon certain contractors the obligation to certify whether the contractor, its affiliates, and its subcontractors are required to register to collect state sales and compensating use taxes, and contractors must certify to Tax and Finance that each affiliate and subcontractor exceeding such sales threshold is registered with Tax and Finance to collect New York State and local sales and compensating use taxes. The law prohibits the New York State Comptroller, or other approving agencies, from approving a contract awarded to a Bidder meeting the registration requirements but who is not so registered in accordance with the law.

8.4. The Contractor is required to complete and submit to Tax and Finance the Contractor Certification Form, ST-220-TD (Part IV-2.). The Contractor must also submit the Contractor Certification to Covered Agency Form, ST-220–CA (Part IV-2.), to OCM certifying that they filed Form ST-220–TD and that the information contained on Form ST-220-TD was correct and complete as of the date it was filed. These forms as fillable PDF documents can be found at:

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https://www.tax.ny.gov/pdf/current_forms/st/st220ca_fill_in.pdf and http://www.tax.ny.gov/pdf/current_forms/st/st220td_fill_in.pdf.

8.5. The Contractor warrants that there are no outstanding tax liabilities against the Contractor in favor of the

State of New York, or if such liabilities exist, a payment schedule has been arranged for their speedy satisfaction before contract execution.

9. INDEMNIFICATION

9.1. Indemnification: To the fullest extent permitted by Law, the Contractor shall defend, indemnify, and hold harmless OCM and the State of New York, including their officials and employees, against any and all claims (even if the allegations of the claim are without merit), judgments for damages on account of any injuries or death to any person or damage to any property, and costs and expenses to which OCM and the State of New York and their officials or employees, may be subject to or which they may suffer or incur allegedly arising out of any of the operations of the Contractor and/or its subcontractors under this Agreement to the extent resulting from any negligent act of commission or omission, any intentional tortious act, and/or the failure to comply with Law or any of the requirements of this Agreement. Insofar as the facts or Law relating to any of the foregoing would preclude OCM and the State of New York and their officials or employees from being completely indemnified by the Contractor, OCM and the State of New York and their officials and employees shall be partially indemnified by the Contractor to the fullest extent permitted by Law.

The Contractor’s obligation to indemnify, defend and hold harmless OCM and the State of New York and their officials and employees shall neither be (i) limited in any way by the Contractor’s obligations to obtain and maintain insurance under this Agreement, nor (ii) adversely affected by any failure on the part of OCM and the State of New York or their officials and employees to avail themselves of the benefits of such insurance.

Notwithstanding the foregoing in this section, in no event shall the Contractor’s indemnification or hold harmless obligations include the Contractor paying for “cover costs”, or the costs of replacement technologies for OCM.

If any claim is made or any action brought in any way relating to this Agreement other than an action between OCM/the State of New York and the Contractor, the Contractor shall diligently render to OCM and the State of New York without additional compensation all assistance that OCM and the State of New York may reasonably require of the Contractor.

The Contractor shall report to OCM and the State of New York in writing within five (5) business days of the initiation by or against the Contractor of any legal action or proceeding relating to this Agreement.

If any claim is made or any action is brought against OCM or the State of New York for which the Contractor may be required to indemnify OCM or the State of New York pursuant to this Agreement, OCM or the State of New York shall have the right to withhold further payments under this Agreement for the purpose of set-off in sufficient sums to cover the said claim or action.

If any OCM or State of New York property is lost or damaged as set forth in this Agreement, except for normal wear and tear, OCM and the State of New York shall have the right to withhold payments under this Agreement for the purpose of set-off in sufficient sums to cover such loss or damage.

OCM or the State of New York shall not, however, impose a set-off in the event that an insurance company that provided insurance pursuant to this Agreement has accepted OCM’s tender of the claim or action without a reservation of rights.

9.2. Indemnification for Intellectual Property Infringement: To the fullest extent permitted by Law, the Contractor shall defend, indemnify, and hold harmless OCM and the State of New York including their

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officials and employees, without limitation, against any and all claims (even if the allegations of the claim are without merit), judgments for damages, and costs and expenses to which OCM and the State of New York or their officials or employees, may be subject to or which they may suffer or incur allegedly arising out of any infringement, violation, or unauthorized use of any copyright, trade secret, trademark or patent or any other property or personal right of any third party by the Contractor and/or its employees, agents, or subcontractors in the performance of this Agreement. To the fullest extent permitted by Law, the Contractor shall defend, indemnify, and hold harmless OCM and the State of New York and their officials and employees regardless of whether or not the alleged infringement, violation, or unauthorized use arises out of compliance with the Agreement’s scope of services/scope of work. Insofar as the facts or Law relating to any of the foregoing would preclude OCM and the State of New York and their officials and employees from being completely indemnified by the Contractor, the OCM and the State of New York and their officials and employees shall be partially indemnified by the Contractor to the fullest extent permitted by Law.

9.3. No Indemnification: OCM does not agree to any indemnification provisions that require OCM to indemnify or hold harmless the Contractor or third parties.

The rights and remedies of OCM and the State of New York provided for in this Section are not exclusive and are in addition to any other rights and remedies provided by Law or this Agreement.

10. CONFIDENTIALITY

The Contractor agrees to hold confidential, both during and after the completion or termination of this Agreement, all of the reports, information, or data, furnished to, or prepared, assembled or used by, the Contractor under this Agreement. The Contractor agrees to maintain the confidentiality of such reports, information, or data by using a reasonable degree of care, and using at least the same degree of care that the Contractor uses to preserve the confidentiality of its own confidential information. The Contractor agrees that such reports, information, or data shall not be made available to any person or entity without the prior written approval of OCM.

The obligation under this Section to hold reports, information or data confidential shall not apply where the Contractor is legally required to disclose such reports, information or data, by virtue of a subpoena, court order or otherwise (“disclosure demand”), provided that the Contractor complies with the following: (1) the Contractor shall provide advance notice to the Commissioner, in writing or by e-mail, that it received a disclosure demand for to disclose such reports, information or data and (2) if requested by OCM, the Contractor shall not disclose such reports, information, or data until OCM or the State of New York has exhausted its legal rights, if any, to prevent disclosure of all or a portion of such reports, information or data. The previous sentence shall not apply if the Contractor is prohibited by law from disclosing to OCM the disclosure demand for such reports, information or data.

As part of compliance with this Section, the Contractor shall execute a written Confidentiality/Non-Disclosure Agreement as requested by OCM or the State of New York, the terms of which will be incorporated into this Agreement.

The Contractor shall restrict access to confidential information to persons who have a legitimate work related purpose to access such information. The Contractor agrees that it will instruct its officers, employees, and agents to maintain the confidentiality of any and all information required to be kept confidential by this Agreement.

The Contractor, and its officers, employees, and agents shall notify OCM, at any time either during or after completion or termination of this Agreement, of any intended statement to the press or any intended issuing of any material for publication in any media of communication (print, news, television, radio, Internet, etc.) regarding the services provided or the data collected pursuant to this Agreement at least twenty-four (24) hours prior to any statement to the press or at least five (5) business days prior to the submission of the material for publication, or such shorter periods as are reasonable under the circumstances. The Contractor may not issue any statement or submit any material for publication that includes confidential information as prohibited by this Section.

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A breach of this Section shall constitute a material breach of this Agreement for which OCM may terminate this Agreement. OCM reserves any and all other rights and remedies in the event of unauthorized disclosure.

11. SUBCONTRACTING

11.1. The Contractor agrees not to subcontract any of its services without the prior written approval of OCM.

Approval shall not be unreasonably withheld upon receipt of written request to subcontract. During the term of this Agreement, before any part of the Agreement shall be subcontracted, the Contractor shall submit to the Office of Cannabis Management Director of Administration or their designee, PO Box 2071, Albany, New York 12220, in writing, the name of each proposed subcontractor and obtain written consent to such subcontractor. The names shall be submitted in ample time to permit acceptance or rejection of each proposed subcontractor without causing delay in the work of this contract. The Contractor shall promptly furnish such information as the Director of Administration may require concerning the proposed subcontractor's ability and qualification.

11.2. The Contractor may arrange for a portion or portions of its responsibilities under this Agreement to be subcontracted to qualified, responsible subcontractors, subject to approval of OCM. If the Contractor determines to subcontract a portion of the services, the subcontractors must be clearly identified and the nature and extent of their involvement in and/or proposed performance under this Agreement must be fully explained by the Contractor to OCM. As part of this explanation, the subcontractor must submit to OCM a completed Vendor Assurance of No Conflict of Interest or Detrimental Effect form, as required by the Contractor prior to execution of this Agreement.

11.3. The Contractor retains ultimate responsibility for all services performed under this Agreement.

11.4. All subcontracts shall be in writing and shall contain provisions that are functionally identical to and consistent with the provisions of this Agreement, including but not limited to the body of this Agreement, Appendix A – Standard Clauses for New York State Contracts, and the Solicitation Documents. Unless waived in writing by OCM, all subcontracts between the Contractor and subcontractors shall expressly name the State of New York as the sole intended third party beneficiary of such subcontract. OCM reserves the right to review and approve or reject any subcontract, as well as any amendment to said subcontract(s), and this right shall not make OCM or the State of New York a party to any subcontract or create any right, claim, or interest in the subcontract or proposed subcontract against OCM.

11.5. The subcontract is subordinate to this Agreement with OCM, and any and all conflicting provisions of the subcontract will be superseded by the terms of this Agreement. Nothing contained in the subcontract shall create any contractual relationship between the subcontractor and OCM or the State of New York.

11.6. OCM reserves the right, at any time during the term of the Agreement, to verify that the written subcontract between the Contractor and subcontractor(s) complies with all the provisions of this Section and any subcontract provisions contained in this Agreement.

11.7. The Contractor shall give OCM immediate notice in writing of the initiation of any legal action or suit that relates in any way to a subcontract with a subcontractor or that may affect the performance of the Contractor’s duties under the Agreement. Any subcontract shall not relieve the Contractor in any way of any responsibility, duty and/or obligation of the Agreement.

11.8. If at any time during performance under this Agreement total compensation to a subcontractor exceeds or is expected to exceed $100,000, that subcontractor shall be required to submit and certify a Vendor Responsibility Questionnaire.

12. WARRANTIES AND GUARANTEES

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12.1. Contract Deliverables: The Contractor warrants and represents that the services required by this Agreement shall be performed or provided in accordance with all terms and conditions, covenants, statements, and representations contained in this Agreement. The Contractor’s failure to meet predefined service levels may result in a credit or chargeback in an amount predetermined by the Parties.

12.2. Compliance with Laws: The Contractor warrants and represents that throughout the term of this Agreement, in the performance of its obligations under this Agreement, it will: (i) comply with all laws, ordinances, rules, and regulations of any governmental entity, in each case to the extent applicable to the Contractor in its performance of services hereunder; (ii) pay, at its sole expense, all applicable permits, licenses, tariffs, tolls, and fees; and (iii) give all notices required by any laws, ordinances, rules, and regulations of any governmental entity.

12.3. Workmanship Warranty: The Contractor warrants and represents that all services and deliverables shall meet the completion criteria set forth in this Agreement and that services will be provided in a professional and workmanlike manner in accordance with commercially reasonable industry standards.

12.4. Personnel Eligible for Employment: The Contractor warrants and represents that all personnel, including all subcontractor personnel, performing Services under this Agreement are qualified to provide services, eligible for employment in the United States, and shall remain so throughout the term of this Agreement. The Contractor shall provide such proof of compliance as is required by OCM.

13. PUBLIC INFORMATION AND FREEDOM OF INFORMATION LAW (“FOIL”)

Disclosure of information related to this procurement and this resulting Agreement shall be permitted, consistent with the laws of the State of New York and, specifically, FOIL. OCM shall take reasonable steps to protect from public disclosure any records or portions thereof relating to this procurement that are exempt from disclosure under FOIL. Information constituting trade secrets or critical infrastructure information for purposes of FOIL must be clearly marked and identified as such by the Contractor upon submission, in accordance with provisions of this Agreement. If the Contractor intends to request an exemption from disclosure under FOIL for trade secret materials or critical infrastructure information, the Contractor shall, at the time of submission, request the exemption in writing and provide an explanation of: (i) why the disclosure of the identified information would cause substantial injury to the competitive position of the Contractor; or (ii) why the information constitutes critical infrastructure information that should be exempted from disclosure pursuant to § 87(2) of FOIL. Acceptance of the identified information by OCM does not constitute a determination that the information is exempt from disclosure under FOIL. Determinations as to whether the materials or information may be withheld from disclosure will be made in accordance with FOIL at the time a request for such information is received by OCM.

14. ETHICS COMPLIANCE

The Contractor, its officers, employees, agents, and subcontractors (if any) shall comply with the requirements of Public Officers Law §73 and §74, and other state codes, rules, and regulations establishing ethical standards for the conduct of business with New York State. Failure to comply with these provisions may result in termination of this Agreement and/or other civil or criminal proceedings as required by law. Contractors, consultants, vendors, and subcontractors may hire former New York State Agency employees. However, as a general rule and in accordance with New York Public Officers Law, former employees of the New York State Agency may neither appear nor practice before the New York State Agency, nor receive compensation for services rendered on a matter before the New York State Agency, for a period of two (2) years following their separation from New York State Agency service. In addition, former New York State Agency employees are subject to a “lifetime bar” from appearing before the New York State Agency or receiving compensation for services regarding any transaction in which they personally participated, or which was under their active consideration during their tenure with the New York State Agency.

The Contractor and its subcontractors shall not engage any person who is, or has been at any time, in the employ of the State of New York to perform services in violation of the provisions of the New York Public Officers Law, other laws applicable to the service of New York State employees, and the rules, regulations, opinions, guidelines, or policies promulgated or issued by the New York State Commission on Ethics and Lobbying in

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Government (“COELIG”) or its predecessors (collectively, the “Ethics Requirements”). The Contractor certifies that all of its employees, and those of its subcontractors, who are former employees of the State of New York and who are assigned to perform services under this Agreement shall be assigned in accordance with all Ethics Requirements. During the Term of this Agreement, no person who is employed by the Contractor or its subcontractors and who is disqualified from providing services under this Agreement pursuant to any Ethics Requirements may share in any net revenues of the Contractor or its subcontractors derived from this Agreement. The Contractor shall identify and provide the State of New York with notice of those employees of the Contractor and its subcontractors who are former employees of the State of New York who will be assigned to perform services under this Contract, and make sure that such employees comply with all applicable laws and prohibitions. The State of New York may request that the Contractor provide it whatever information the State of New York deems appropriate about each such person’s engagement, work cooperatively with the State of New York to solicit advice from COELIG, and, if deemed appropriate by the State of New York, instruct any such person to seek the opinion of COELIG. The State of New York shall have the right to withdraw or withhold approval of any subcontractor, if utilizing such subcontractor for any work performed hereunder would conflict with any of the Ethics Requirements. The State of New York shall have the right to terminate this Agreement at any time if any work performed hereunder conflicts with any of the Ethics Requirements.

15. MOST FAVORABLE TERMS AND BEST PRICING

The Contractor agrees that all fees, pricing, terms, and warranties provided by the Contractor under the Contract are substantially similar to the best equivalent terms being offered by the Contractor to any entity similarly situated to OCM for substantially similar services or products. If during the Term of this Agreement, the Contractor enters into an arrangement with any similarly situated entity for substantially similar services or products with better pricing or terms that are more favorable, the Contractor hereby agrees to amend this Agreement to provide the same to OCM.

16. TRANSFER OF CONTRACT

OCM may transfer or assign the Contract to another New York State Agency or entity, at its sole discretion, by informing the Contractor in writing of such a transfer. The Contractor shall execute any documents required to accomplish the transfer/assignment of this Agreement. The Contractor shall comply with any instructions from OCM to accomplish the transfer/assignment of this Agreement at no additional cost to OCM or the State of New York. Contractor agrees that it will not assign this Agreement, or any interest therein without the prior written consent of OCM or the State of New York.

17. WAIVER

No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. No consent by a Party to, or waiver of, a breach under this Agreement shall constitute consent to, a waiver of, or excuse for any other, different, or subsequent breach. The rights, duties, and remedies set forth in this Agreement shall be in addition to and not in limitation of rights and obligations otherwise available at law or equity.

18. ACCESSIBILITY

Any network-based information and applications development, or programming, delivered to or by the State of New York pursuant to this Agreement, will comply with Section 508 of the Rehabilitation Act of 1973, 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, which requires that State Entity Information Communication Technology shall be accessible to persons with disabilities as determined by accessibility compliance testing. Such accessibility compliance testing will be conducted by the Contractor, and the results of such testing must be satisfactory to OCM before web-based information and applications will be considered a qualified deliverable under this Agreement or procurement.

19. COMPLIANCE WITH NYS INFORMATION SECURITY POLICIES AND STANDARDS

RFP# OCM-2026-09 BP 11

The Contractor, while performing services under this Agreement, shall comply fully with the requirements of the Information Security Breach and Notification Act, and all security procedures and policies of the State including, but not limited to, the following:

Acceptable Use of Information Technology Resources Policy Information Security Policy Security Logging Standard Information Security Risk Management Standard Information Security Controls Standard Sanitization / Secure Disposal Standard Mobile Device Security Standard Remote Access Standard Secure System Development Life Cycle Standard Secure Configuration Standard Secure Coding Standard

ITS Security Policies and Standards may be found at:

http://www.its.ny.gov/tables/technologypolicyindex.htm/security and https://its.ny.gov/eiso/policies/security

20. RIGHT TO INSPECT

OCM, or contracted entities working on behalf of OCM, has the right to review the Contractor’s procedures, practices, and controls related to the security of OCM data. Upon written request, the Contractor will, immediately or no later than five (5) business days after the request, make available for review policies, procedures, practices, and documentation related to the protection of OCM data, including but not limited to that related to information security governance, network security, risk and compliance management, policies and procedures, personnel security background screening/checks and vetting procedures, secure systems/software development protocols, change/release management, testing, quality assurance, vulnerability management, sanitization / secure disposal, and documentation.

The Contractor may be asked to provide a recent independent audit report on security controls prior to formal awarding of any Contract resulting from this Agreement, or at any time during the Agreement term.

Certain subcontractors have engaged a third party (the “Service Provider”) to (i) apply procedures based upon a version of the Shared Assessments Program Agreed Upon Procedures with respect to certain subcontractor’s information technology controls and to prepare a report with respect thereto (the “Shared Assessments Report”), and (ii) conduct an examination in accordance with AT Section 101 of the Statement on Standards for Attestation Engagements to report on controls at a Service Organization relevant to security and availability, established by the American Institute of Certified Public Accountants (“AICPA”) (“AICPA Standards”) and, subject to AICPA Standards, prepare a Type 2 service organization controls report with respect thereto (the “SOC 2 Report”).

Upon written request, such applicable subcontractors shall promptly provide OCM with one copy of (i) the Shared Assessments Report, provided OCM executes any documentation required by the Service Provider to become a specified user thereof, (ii) the SOC 2 Report, or (iii) a report prepared by a third party that is designed to provide similar information as such reports. OCM shall not disclose such reports, or refer to such reports in any communication, to any person or entity other than OCM, unless otherwise required by law. In the event OCM has any questions regarding such reports, subcontractors shall make appropriate personnel reasonably available to discuss the contents thereof.

OCM shall have the right to send its officers, employees, or contracted vendors working on behalf of OCM to inspect the Contractor’s facilities and operations used to provide services under this Agreement. Based on such inspection, OCM may require the Contractor to implement corrective measures where the Contractor is found to be noncompliant with provisions of this Agreement.

21. SEVERABILITY

RFP# OCM-2026-09 BP 12

If one or more of the provisions of this Agreement shall, for any reason, be declared unenforceable by a court of competent jurisdiction under the laws or regulations in force, such provision(s) shall have no effect on the validity of the remainder of this Agreement, which shall then be construed as if such unenforceable provision(s) was never contained in this Agreement.

22. PIGGYBACKING

The Contractor acknowledges and agrees that pursuant to New York State Finance Law § 163(10)(e) the New York State Office of General Services may authorize and approve purchases from contracts let by the Contractor to other New York State agencies, the United States Government, or any other state, with the concurrence of the Office of the New York State Comptroller and under appropriate circumstances.

23. DELIVERABLE ACCEPTANCE

Completed work products and services (“Deliverables”) will be delivered to the designated approver who has been authorized by OCM to accept deliverables. Deliverables must meet contract requirements. The approver will accept or reject the Deliverable within twenty-one (“21”) business days of the receipt of the Contractor’s notification of completion. If the approver rejects the Deliverable(s), the cause for rejection and all defects to be addressed will be documented by New York State and provided to the Contractor, and the Contractor will correct all identified deficiencies and resubmit the Deliverable for acceptance within fifteen (“15”) business days. When resubmitted after rejection, the approver will accept or reject the work product or service within fifteen (15) business days. The number of resubmissions shall be limited to two (2), after which time the issue shall be subject to the Dispute Resolution Section 6 for further determination. To the extent that any Deliverables are or have been approved by the State pursuant to the terms hereof at any stage of the Contractor’s performance under the Contract, the Contractor shall be entitled to rely on such approval for purposes of all subsequent stages of the Contractor’s performance under the Contract. However, if both parties mutually agree on a deviation from the project schedule, such a deviation from original schedule is permissible within the scope of work and/or due to regulatory changes.

24. CHANGE REQUEST

At any time during the Term of this Agreement, OCM may make changes, subtractions, or additions to any of the equipment, software, documentation, services, and/or other deliverables within the general scope of work set forth in this Agreement, consistent with pricing established under the terms of this Agreement. All such changes shall be executed by both Parties and shall otherwise be in accordance with the terms and conditions of this Agreement. If any such change causes an increase or decrease in pricing, or the time required for the performance of this Agreement, an equitable adjustment of the Contract amount and/or time of performance will be made on mutual agreement of the Parties, subject to the approval of the Office of the State Comptroller and any applicable control agency, if required.

25. NOTICES

25.1. All notices permitted or required hereunder shall be in writing and shall be transmitted by one of the following methods:

certified or registered United States mail, return receipt requested;

facsimile transmission;

personal delivery;

expedited delivery service; or email.

Such notices shall be addressed by as follows or to such addresses as the Parties may from time to time designate:

NYS Office of Cannabis Management (OCM) Name: Amanda Wilson Title: Director of Administration

RFP# OCM-2026-09 BP 13

Telephone Number: 518-486-2962 Email Address: Amanda.Wilson@ocm.ny.gov

If submitting via USPS:

Address: PO Box 2071, Albany, New York 12220

If submitting via Global Courier (UPS, FedEx, other):

Address: 1220 Washington Avenue B9 4th floor, Albany, NY 12226

Company Name Name:

Title Address:

Telephone Number:

Email Address:

25.2. Any such notice shall be deemed to have been given either at the time of personal delivery or, in the case of expedited delivery service or certified or registered United States mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of email, upon receipt.

25.3. The Parties may, from time to time, specify any new or different address in the United States as their address for purpose of receiving notice under this Agreement by giving fifteen (15) days written notice to the other Party sent in accordance herewith. The Parties agree to mutually designate individuals as their respective representatives for the purposes of receiving notices under this Agreement. Additional individuals may be designated in writing by the Parties for purposes of implementation and administration / billing, resolving issues and problems and/or for dispute resolution.

26. NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE

OCM conducts a review of prospective contractors and subcontractors with anticipated expenditures of $100,000 or more to provide reasonable assurances that the Contractor is responsible. A For-Profit Business Entity Questionnaire (hereinafter “Questionnaire”) is used for non-construction contracts and is designed to provide information to assess a contractor’s responsibility to conduct business with OCM based upon financial and organizational capacity, legal authority, business integrity, and past performance history. By signing this Agreement, the Contractor agrees to complete the Questionnaire fully and accurately. The Contractor acknowledges that OCM’s execution of this Agreement will be contingent upon OCM’s determination that the Contractor is responsible and that OCM will be relying upon the Contractor’s responses to the Questionnaire, in addition to all other information OCM may obtain from other sources, when making its responsibility determination.

OCM recommends that each contractor file the required Questionnaire online via the New York State VendRep System. To enroll in and use the VendRep System, the Contractor should refer to the VendRep System Instructions and User Support for Vendors available on the Office of the New York State Comptroller (“OSC”) website at https://onlineservices.osc.state.ny.us/Enrollment/login?0. To enroll, go directly to the VendRep System at https://onlineservices.osc.state.ny.us/Enrollment/register?1. The Contractor must update its Questionnaire within ten (10) business days of such request by the State of New York.

27. FORCE MAJEURE

Neither Party hereto will be liable for losses, defaults, or damages under this Agreement which result from delays in performing, or inability to perform, all or any of the obligations or responsibilities imposed upon it pursuant to the terms and conditions of this Agreement, due to or because of acts of God, the public enemy, malicious acts of third parties, civil commotion, pandemic, epidemic, terrorism, acts of government, earthquakes, floods, strikes, RFP# OCM-2026-09 BP 14 civil strife, fire or any other cause beyond the reasonable control of the Party (hereinafter referred to as a "Force Majeure Event") that was so delayed in performing or so unable to perform provided that such Party was not negligent and shall have used reasonable efforts to avoid and overcome such Force Majeure Event.