RFQ2627001-Executive Programs International Study Tour April 2027 - Addendum No. 1.pdf

One Bernard Baruch Way Box A-1401, New York, NY 10010

646-660-6162 Kristin.Maher@baruch.cuny.edu

Office of Procurement & Contracting

ADDENDUM NO. 1

To: Prospective Contractor/s

From: Office of Procurement & Contracting

Date: Thursday, July 23, 2026

Subject: RFQ2627001-Executive Programs International Study Tour April 2027

This Addendum No. 1 serves as a formal response to all questions submitted to Baruch College regarding the above-referenced Request for Quote (RFQ). Except as modified by this Addendum, all terms, conditions, specifications, and requirements of the RFQ remain unchanged and in full force and effect. Please note that it is required for all respondents to sign this Addendum and submit it along with their RFQ submissions.

QUESTIONS AND ANSWERS

Question 1: The RFQ's standard Terms and Conditions hold a Respondent's Quote firm for 180 days from the Quote Deadline (August 5, 2026) for services — a window that lapses in early February 2027, roughly two months before the Study Tour executes in April 2027. Will Baruch honor the Quote Price through program execution in April 2027 or is there a mechanism for cost adjustment (e.g., airfare, hotel rate escalation) between the close of the firm price window and the departure date.

Answer 1: Respondents shall submit pricing sufficient to perform all services required under the RFQ. Prices proposed in the RFQ Submission shall be deemed firm and fixed unless otherwise expressly permitted in the resulting agreement. The RFQ does not provide for automatic price escalation or adjustment for airfare, lodging, transportation, or related travel expenses. Any modification to an executed contract shall be subject to all applicable CUNY and New York State requirements and shall require prior written approval by the College.

Question 2: Given that the Contractor must commit substantial funds to hotel deposits and airline holds many months in advance of April 2027, while the College's standard invoicing process is payment upon approved invoice for services rendered, is Baruch able to accommodate a deposit or milestone-based invoicing schedule (e.g., at contract execution, and at set intervals prior to departure)?

Answer 2: As stated in the RFQ, payment shall be made based on approved invoices submitted by the Contractor in the form, manner, and frequency determined by the College and as set forth in the resulting agreement. The College will establish invoicing and payment requirements with the selected Contractor in accordance with applicable CUNY policies, New York State laws, regulations, and procurement requirements. Respondents may describe any proposed invoicing schedule or payment milestones in their quotations for the College's consideration. However, the submission of a proposed payment schedule does not obligate the College to accept or approve any specific invoicing arrangement. Any approved payment terms, including milestone-based payments, must comply with all applicable legal and procurement requirements and will be reflected in the final executed agreement. The College does not guarantee approval of deposits or advance payments.

Question 3: Please confirm the total traveler count to be used as the pricing basis for per-person and headcount-driven line items (Item C airfare, quarantine insurance): is it the 34 total travelers reflected in the Specifications (30 students, 4 faculty/administrators)? If enrollment shifts between contract award and April 2027, how should Respondents account for that variance in their Quote — change order, or a built-in contingency range?

Answer 3: Respondents shall identify proposed hotel accommodations that meet the RFQ requirements and may provide pricing alternatives for 4-star and 5-star options.

Any such alternatives should be clearly identified in the submission to facilitate evaluation by the College. For pricing purposes, Respondents should use the traveler count identified in the RFQ Specifications: 34 total travelers (30 students and 4 faculty/administrators).

Question 4: Section 4.1.6 requests hotel accommodations with “4- and 5-star options in each location.” Should Respondents propose and price a single hotel tier, or provide comparative pricing at both tiers for the College's evaluation?

Answer 4: Respondents shall provide separate pricing for both 4-star and 5-star hotel accommodation options for each location identified in the RFQ. Pricing for each hotel tier should be presented separately to allow the College to evaluate the available options. The submission of pricing for both hotel categories does not obligate the College to select either option or to make an award based on a particular hotel tier. The College reserves the right to evaluate proposals and make an award in accordance with the evaluation criteria and the best interests of the College, consistent with applicable CUNY and New York State procurement requirements.

Question 5: Section 7.4 references insurance amounts “outlined in Part 7,” and Section 8 references

“Standard Clauses for New York State Contracts (Appendix A).” Neither Part 7 nor Appendix A was included in the Specifications document provided to Respondents.

Could you provide these attachments so Respondents can confirm required Comprehensive General Liability coverage limits and applicable state contract clauses ahead of the Quote Deadline?

Answer 5: Please see the attached Appendix A – Standard Clauses for New York State

Contracts, which is hereby incorporated into the RFQ. The insurance requirements applicable to this procurement are those set forth in the RFQ. Respondents shall review the RFQ and all attachments, including this addendum, when preparing their quotations.

Question 6: Section 2.1.4 requires Respondents to include the cost of optional Covid-19 quarantine insurance, which Baruch may or may not exercise at its discretion. Is there a mechanism for the Contractor to be credited or reimbursed if this coverage is quoted but ultimately not required or used?

Answer 6: Pursuant to Section 2.1.4 of the RFQ, Respondents are required to include the cost of optional COVID-19 quarantine insurance as part of their pricing submission. The College requires this information for evaluation and budgeting purposes. The College reserves the right to determine whether this optional coverage will be required. The purchase of any optional service, including COVID-19 quarantine insurance, will be subject to the terms and conditions of the resulting agreement and written authorization by the College. If the option is not exercised, the Contractor will not be entitled to payment for that service. The insurance cost shall be identified separately in the RFQ Pricing Breakdown for evaluation purposes.

Question 7: Section 3.1.2 requires “at least two clients that are similar in scope and size to CUNY.”

Must these two reference clients be higher-education institutions specifically, or will comparable large-scale corporate, association, or nonprofit program engagements (similar in participant count, budget, and multi-day international logistics) satisfy this requirement?

Answer 7: The reference clients submitted in response to Section 3.1.2 must be institutions of higher education that are similar in scope and size to CUNY. Respondents should provide examples that demonstrate relevant experience supporting higher education programs of comparable scale, including similar participant volume, operational complexity, and international travel logistics.

Question 8: The RFQ cover page includes fields for Supplier Diversity Goals (MWBE, MBE, WBE, SDVOB participation) that are left blank. Are there specific supplier diversity participation goals attached to this procurement, and how does Respondent's own State-certified status (e.g., MBE/WBE) factor into the evaluation of Quotes?

Answer 8: No specific MWBE, MBE, WBE, or SDVOB participation goals have been established for this procurement. Respondents shall submit their Quotes in accordance with all requirements set forth in the RFQ. The College encourages participation by certified minority-, women-, and service-disabled veteran-owned businesses;

however, a Respondent’s certification status will only be considered to the extent permitted by applicable CUNY policies, New York State procurement requirements, and the evaluation criteria identified in the RFQ.

Question 9: Section 3.2 caps the written submission at 25 pages. Do the RFQ Price Breakdown pages, sample itineraries, and prior tour materials (Section 3.2.2.f) count against this 25-page limit, or may they be submitted as separate, uncounted attachments?

Answer 9: The 25-page limit applies to the narrative response required under Section 3.2, including the Respondent’s background and experience, understanding of the project, and proposed approach for providing the required services. The completed RFQ Price Breakdown pages may be submitted separately and will not count toward the 25-page limit. In addition, supporting materials submitted pursuant to Section 3.2.2(f), including sample itineraries, tour materials, or similar examples of prior work, may be provided as separate attachments and will not count toward the 25-page limit. Respondents should clearly identify any supplemental materials submitted as attachments to their RFQ response.

Question 10: Can you please provide us with an official letter explaining the purpose of the business meetings so that we can use this in securing them for this program? OR Program specifics that we can share with the businesses to help confirm the various meetings/presentations.

Answer 10: Please see the attached “Purpose of Academic and Business Meetings Memo,” which provides background information regarding the objectives and purpose of the requested academic and business meetings. Respondents may use this information when coordinating potential meetings and presentations as part of the proposed program.

THIS ADDENDUM NO.1 IS PART OF THE REQUEST FOR QUOTE AND IS TO BE INCLUDED WITH

YOUR RFQ SUBMISSION. YOUR SIGNATURE BELOW WARRANTS THAT YOU UNDERSTAND

THIS ADDENDUM AND THAT YOU HAVE MADE THE APPROPRIATE ADJUSTMENTS IN YOUR

RFQ SUBMISSION, INCLUDING, WITHOUT LIMITATION, YOUR RFQ PRICE. THE COLLEGE

RESERVES THE RIGHT TO REJECT RFQ’S SUBMITTED WITHOUT ALL ADDENDA PROPERLY

SIGNED.

Proposer:

(print or type corporation/partnership/limited liability company/individual name)

By:

(signature of authorized representative)

Name:

(print or type name of authorized representative)

Title:

(print or type title of authorized representative)

RFQ2627001-Executive Programs International Study Tour – April 3-11, 2027

Subject: Purpose of Academic and Business Meetings Memo

1. Overview

Each executive MBA and MS program at Baruch College’s Zicklin School of Business requires students to participate in an international study tour. The tour is an eight-to-ten-day academic experience in two international destinations designed to expose students to a broad range of businesses, organizations, and institutions. Through these visits, students deepen their understanding of global business practices, economic environments, and public policies that may differ significantly from those in the United States.

The April 2027 study tour will take place in Morocco and Portugal, with programming based in Marrakesh and Lisbon.

Students from the following three programs will participate:

1. Executive MBA (EMBA): A 22-month accelerated program for experienced professionals who have seven or more years of business experience at the managerial, supervisory, professional, or executive level. The curriculum includes traditional business disciplines, managerial strategy, and leadership.

2. Executive MBA in Healthcare Administration (EMBA HCA): A program similar in structure to the EMBA, with examples, applications, and specialized coursework focused on the healthcare industry.

3. Executive MS in Human Resource Management (EMS HRM): A 16-month accelerated program for experienced professionals at the managerial, supervisory, professional, or executive level.

The curriculum covers a broad range of topics relevant to human resource professionals working in corporations, nonprofit organizations, nongovernmental organizations, and government agencies.

For all three programs, the study tour is part of a credit-bearing course focused on global business strategy and serves as a capstone experience. It introduces students to globally diverse perspectives on business management, finance, human resource management, healthcare administration, and technology. The tour supplements academic instruction with cultural and experiential learning that cannot be replicated in a traditional classroom.

Previous study tours involving multiple executive programs have been highly beneficial. They have provided students from different professional backgrounds with opportunities to exchange perspectives and build relationships with classmates and executives whose experience spans a wide range of industries and functional areas.

2. Required Company and Organizational Visits

The Contractor shall arrange visits to a broad and varied group of organizations. The proposed itinerary should include local start-ups, small and medium-sized enterprises, and larger, established organizations with an international presence. A visit to a nonprofit organization could also be part of the trip.

Potential hosts may include:

• Moroccan and Portuguese companies with domestic or international operations;

• United States-based or multinational companies operating in Morocco or Portugal;

• Moroccan or Portuguese companies operating or investing in the United States;

• Healthcare organizations;

• Nonprofit organizations (limited to 1);

• Nongovernmental organizations;

• Government agencies and public institutions; and

• Academic or research institutions.

The Proposer shall identify the recommended company and organizational visits in its proposal. After contract award, Baruch College will review the proposed list in detail and may request modifications, additions, or substitutions.

The Contractor must demonstrate extensive knowledge of Marrakesh and Lisbon and have the professional relationships necessary to secure high-quality organizations and a diverse slate of senior-level presenters. All visits and speakers are subject to prior approval by The City University of New York (CUNY) and Baruch College.

3. Minimum Requirements for Site-Visit Presenters

For purposes of this solicitation, a presentation is an interactive session led by a senior executive, government official, professional, or academic with substantial expertise in the subject being presented.

The first session in each country will generally be hosted by an organization or academic institution capable of providing an overview of the country’s business and economic environment. The presentation should address topics such as:

• Current economic and business conditions;

• Major industries and sources of foreign investment;

• The country’s natural resources;

• Relevant historical and cultural context;

• Government policies and the regulatory environment; and

• Ways in which conducting business in the country is similar to or different from conducting business in the United States.

During company and organizational visits, the presenter should provide an overview of the organization, its strategy, operations, opportunities, and current challenges. Presenters should be prepared to participate in substantive discussions and answer informed questions from students.

Students will research the organizations in advance and will be expected to participate actively in each session. In some cases, Baruch College may work with a presenter before the visit to develop a question, challenge, or business problem for students to address. Students may respond through an open discussion or by working in teams and presenting their recommendations.

Because the study tour is part of a course for academic credit, students’ preparation and participation may be reflected in their course grades. Students will also complete academic projects related to the tour after they return to the US. For example, EMBA students may be required to work in teams to propose a business venture suitable for one of the countries visited.

4. Corporate, Nonprofit, and Nongovernmental Organization Presenters

Presenters from corporations, nonprofit organizations, and nongovernmental organizations must be senior decision-makers. Appropriate titles may include, but are not limited to:

• Chief Executive Officer;

• Chief Financial Officer;

• Chief Operating Officer;

• Chief People Officer;

• President;

• Managing Director;

• Senior Vice President;

• Controller;

• Chief Sustainability Officer; or

• Member of the Board of Directors.

Lower-level employees should not be substituted for approved senior-level presenters without the prior written approval of CUNY and Baruch College. If an approved presenter becomes unavailable, the Contractor must propose a replacement of comparable seniority, responsibility, and subject-matter expertise.

5. Government Presenters

Government presenters should be senior officials responsible for areas such as:

• The country’s overall economic environment;

• Business and industry regulation;

• Foreign investment;

• International trade or foreign relations;

• Labor and employment;

• Healthcare;

• Agriculture;

• Transportation;

• Energy; or

• Monetary and central banking policy.

Potential presenters may include officials from a country’s central bank or its ministries or departments responsible for commerce, finance, agriculture, labor, foreign affairs, health, transportation, energy, or related areas.

6. Production Facility Requirement

The itinerary must include at least one visit to a factory, manufacturing plant, processing center, or other production facility. Whenever feasible, the visit should include a guided tour of the operational areas and the use of appropriate personal protective equipment, such as hard hats, safety glasses, or goggles.

Many participating students have spent most of their careers in office, professional-services, healthcare, or retail environments in New York City and may have had limited exposure to large-scale manufacturing or production operations. A facility visit should therefore provide students with firsthand insight into how physical products are manufactured, processed, or distributed.

Appropriate facilities may include, but are not limited to, automotive or aerospace manufacturers, food-processing or agricultural facilities, pharmaceutical or medical-product manufacturers, energy facilities, logistics centers, or other major production operations.

7. General Criteria for the Selection of Host Organizations

The organizations selected for site visits must represent a broad cross-section of the Moroccan and Portuguese economies. The itinerary should include small, medium-sized, and large organizations, but no specific revenue threshold or other quantitative measure of organizational size is required.

More important than revenue is the diversity of the organizations’ industries, missions, stages of development, and business circumstances. The itinerary should include both established organizations responding to emerging challenges and newer organizations developing innovative solutions to current problems.

The overall selection should include an appropriate mix of:

• For-profit companies;

• Start-ups and entrepreneurial ventures;

• Nonprofit organizations;

• Nongovernmental organizations;

• Government institutions;

• Academic or research institutions (if relevant to the local business context); and

• Public-private partnerships, when relevant.

The following general criteria apply:

• The itinerary should include an appropriate combination of locally owned companies, multinational companies, and foreign companies operating in Morocco or Portugal.

• The selected organizations should reflect the industrial and economic structure of Morocco and Portugal, including each country’s dominant industries and patterns of foreign investment.

• The organizations should represent a variety of industries, stages of development, organizational structures, and strategic challenges.

• Visits should be relevant to the academic and professional interests of participating students, including business strategy, finance, human resource management, healthcare administration, leadership, technology, innovation, sustainability, and global operations.

• At least some visits should have a specific healthcare focus for EMBA HCA students.

• Whenever appropriate, visits for EMBA and EMS HRM students may be shared. Separate or specialized sessions may be arranged when the subject matter is particularly relevant to one program.

• The schedule should avoid an excessive concentration of visits in a single industry or organizational category.

• Each visit should have clear academic value and provide meaningful access to senior leaders, decision-makers, or subject-matter experts.

June 2023

APPENDIX A

STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS

PLEASE RETAIN THIS DOCUMENT

FOR FUTURE REFERENCE.

STANDARD CLAUSES FOR NYS CONTRACTS APPENDIX A

Page 2 June 2023

TABLE OF CONTENTS

Page

1. Executory Clause 3

2. Non-Assignment Clause 3

3. Comptroller’s Approval 3

4. Workers’ Compensation Benefits 3

5. Non-Discrimination Requirements 3

6. Wage and Hours Provisions 3-4

7. Non-Collusive Bidding Certification 4

8. International Boycott Prohibition 4

9. Set-Off Rights 4

10. Records 4

11. Identifying Information and Privacy Notification 4

12. Equal Employment Opportunities For Minorities and Women 5

13. Conflicting Terms 5

14. Governing Law 5

15. Late Payment 5

16. No Arbitration 5

17. Service of Process 5

18. Prohibition on Purchase of Tropical Hardwoods 5-6

19. MacBride Fair Employment Principles 6

20. Omnibus Procurement Act of 1992 6

21. Reciprocity and Sanctions Provisions 6

22. Compliance with Breach Notification and Data Security Laws 6

23. Compliance with Consultant Disclosure Law 6

24. Procurement Lobbying 7

25. Certification of Registration to Collect Sales and Compensating Use Tax by Certain 7

State Contractors, Affiliates and Subcontractors

26. Iran Divestment Act 7

27. Admissibility of Contract 7

Page 3 June 2023

STANDARD CLAUSES FOR NYS CONTRACTS

The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, “the contract” or

“this contract”) agree to be bound by the following clauses which are hereby made a part of the contract (the word

“Contractor” herein refers to any party other than the State, whether a contractor, licenser, licensee, lessor, lessee or any other party):

1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall have no liability under this contract to the Contractor or to anyone else beyond funds appropriated and available for this contract.

2. NON-ASSIGNMENT CLAUSE. In accordance with

Section 138 of the State Finance Law, this contract may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the State’s previous written consent, and attempts to do so are null and void. Notwithstanding the foregoing, such prior written consent of an assignment of a contract let pursuant to

Article XI of the State Finance Law may be waived at the discretion of the contracting agency and with the concurrence of the State Comptroller where the original contract was subject to the State Comptroller’s approval, where the assignment is due to a reorganization, merger or consolidation of the

Contractor’s business entity or enterprise. The State retains its right to approve an assignment and to require that any

Contractor demonstrate its responsibility to do business with the State. The Contractor may, however, assign its right to receive payments without the State’s prior written consent unless this contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law.

3. COMPTROLLER’S APPROVAL. In accordance with

Section 112 of the State Finance Law, if this contract exceeds

$50,000 (or $75,000 for State University of New York or City

University of New York contracts for goods, services, construction and printing, and $150,000 for State University

Health Care Facilities) or if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory amount, or if, by this contract, the State agrees to give something other than money when the value or reasonably estimated value of such consideration exceeds $25,000, it shall not be valid, effective or binding upon the State until it has been approved by the State Comptroller and filed in his office.

Comptroller’s approval of contracts let by the Office of General

Services, either for itself or its customer agencies by the Office of General Services Business Services Center, is required when such contracts exceed $85,000. Comptroller’s approval of contracts established as centralized contracts through the Office of General Services is required when such contracts exceed

$125,000, and when a purchase order or other procurement transaction issued under such centralized contract exceeds

$200,000.

4. WORKERS’ COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect unless the

Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers’ Compensation

Law.

5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the

Contractor will not discriminate against any employee or applicant for employment, nor subject any individual to harassment, because of age, race, creed, color, national origin, citizenship or immigration status, sexual orientation, gender identity or expression, military status, sex, disability, predisposing genetic characteristics, familial status, marital status, or domestic violence victim status or because the individual has opposed any practices forbidden under the

Human Rights Law or has filed a complaint, testified, or assisted in any proceeding under the Human Rights Law.

Furthermore, in accordance with Section 220-e of the Labor

Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this contract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring against any

New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract.

If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring against any New York

State citizen who is qualified and available to perform the work;

or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation.

6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof, neither

Contractor’s employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor

Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in

Page 4 June 2023 accordance with the Labor Law. Additionally, effective April

28, 2008, if this is a public work contract covered by Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner consistent with Subdivision 3-a of Section 220 of the Labor Law shall be a condition precedent to payment by the State of any State approved sums due and owing for work done upon the project.

7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the State Finance Law, if this contract was awarded based upon the submission of bids, Contractor affirms, under penalty of perjury, that its bid was arrived at independently and without collusion aimed at restricting competition. Contractor further affirms that, at the time Contractor submitted its bid, an authorized and responsible person executed and delivered to the State a non-collusive bidding certification on Contractor’s behalf.

8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law and Section

139-h of the State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or shall participate in an international boycott in violation of the federal Export

Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce

Department or any other appropriate agency of the United

States subsequent to the contract’s execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State Comptroller within five (5) business days of such conviction, determination or disposition of appeal (2 NYCRR § 105.4).

9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the State’s option to withhold for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its representatives, or the State Comptroller.

10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract (hereinafter, collectively, the “Records”). The Records must be kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter. The State

Comptroller, the Attorney General and any other person or entity authorized to conduct an examination, as well as the agency or agencies involved in this contract, shall have access to the Records during normal business hours at an office of the

Contractor within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying. The State shall take reasonable steps to protect from public disclosure any of the

Records which are exempt from disclosure under Section 87 of the Public Officers Law (the “Statute”) provided that: (i) the

Contractor shall timely inform an appropriate State official, in writing, that said records should not be disclosed; and (ii) said records shall be sufficiently identified; and (iii) designation of said records as exempt under the Statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the State’s right to discovery in any pending or future litigation.

11. IDENTIFYING INFORMATION AND PRIVACY

NOTIFICATION. (a) Identification Number(s). Every invoice or New York State Claim for Payment submitted to a

New York State agency by a payee, for payment for the sale of goods or services or for transactions (e.g., leases, easements, licenses, etc.) related to real or personal property must include the payee’s identification number. The number is any or all of the following: (i) the payee’s Federal employer identification number, (ii) the payee’s Federal social security number, and/or

(iii) the payee’s Vendor Identification Number assigned by the

Statewide Financial System. Failure to include such number or numbers may delay payment. Where the payee does not have such number or numbers, the payee, on its invoice or Claim for

Payment, must give the reason or reasons why the payee does not have such number or numbers.

(b) Privacy Notification. (1) The authority to request the above personal information from a seller of goods or services or a lessor of real or personal property, and the authority to maintain such information, is found in Section 5 of the State Tax Law.

Disclosure of this information by the seller or lessor to the State is mandatory. The principal purpose for which the information is collected is to enable the State to identify individuals, businesses and others who have been delinquent in filing tax returns or may have understated their tax liabilities and to generally identify persons affected by the taxes administered by the Commissioner of Taxation and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law. (2) The personal information is requested by the purchasing unit of the agency contracting to purchase the goods or services or lease the real or personal property covered by this contract or lease. The information is maintained in the Statewide Financial System by the Vendor

Management Unit within the Bureau of State Expenditures, Office of the State Comptroller, 110 State Street, Albany, New

York 12236.

Page 5 June 2023

12. EQUAL EMPLOYMENT OPPORTUNITIES FOR

MINORITIES AND WOMEN. In accordance with Section

312 of the Executive Law and 5 NYCRR Part 143, if this contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of

$25,000.00, whereby a contracting agency is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting agency; or (ii) a written agreement in excess of

$100,000.00 whereby a contracting agency is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or (iii) a written agreement in excess of $100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon for such project, then the following shall apply and by signing this agreement the Contractor certifies and affirms that it is Contractor’s equal employment opportunity policy that:

(a) The Contractor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status, shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on State contracts and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation;

(b) at the request of the contracting agency, the Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the Contractor’s obligations herein; and

(c) the Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the

State contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status.

Contractor will include the provisions of “(a), (b) and (c)” above, in every subcontract over $25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the “Work”) except where the Work is for the beneficial use of the Contractor. Section 312 does not apply to: (i) work, goods or services unrelated to this contract;

or (ii) employment outside New York State. The State shall consider compliance by a contractor or subcontractor with the requirements of any federal law concerning equal employment opportunity which effectuates the purpose of this clause. The contracting agency shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or conflict exists, the contracting agency shall waive the applicability of

Section 312 to the extent of such duplication or conflict.

Contractor will comply with all duly promulgated and lawful rules and regulations of the Department of Economic

Development’s Division of Minority and Women’s Business

Development pertaining hereto.

13. CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including any and all attachments thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall control.

14. GOVERNING LAW. This contract shall be governed by the laws of the State of New York except where the Federal supremacy clause requires otherwise.

15. LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by Article 11-A of the State Finance Law to the extent required by law.

16. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily authorized), but must, instead, be heard in a court of competent jurisdiction of the State of New York.

17. SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil Practice Law & Rules

(“CPLR”), Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested.

Service hereunder shall be complete upon Contractor’s actual receipt of process or upon the State’s receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must promptly notify the State, in writing, of each and every change of address to which service of process can be made. Service by the State to the last known address shall be sufficient. Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond.

18. PROHIBITION ON PURCHASE OF TROPICAL

HARDWOODS. The Contractor certifies and warrants that all wood products to be used under this contract award will be in accordance with, but not limited to, the specifications and provisions of Section 165 of the State Finance Law, (Use of

Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an exemption under this

Page 6 June 2023 law will be the responsibility of the contractor to establish to meet with the approval of the State.

In addition, when any portion of this contract involving the use of woods, whether supply or installation, is to be performed by any subcontractor, the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in

§ 165 State Finance Law. Any such use must meet with the approval of the State; otherwise, the bid may not be considered responsive. Under bidder certifications, proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of the State.

19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride Fair Employment Principles

(Chapter 807 of the Laws of 1992), the Contractor hereby stipulates that the Contractor either (a) has no business operations in Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business operations in Northern

Ireland in accordance with the MacBride Fair Employment

Principles (as described in Section 165 of the New York State

Finance Law), and shall permit independent monitoring of compliance with such principles.

20. OMNIBUS PROCUREMENT ACT OF 1992. It is the policy of New York State to maximize opportunities for the participation of New York State business enterprises, including minority- and women-owned business enterprises as bidders, subcontractors and suppliers on its procurement contracts.

Information on the availability of New York State subcontractors and suppliers is available from:

NYS Department of Economic Development

Division for Small Business and Technology Development

625 Broadway

Albany, New York 12245

Telephone: 518-292-5100

A directory of certified minority- and women-owned business enterprises is available from:

NYS Department of Economic Development

Division of Minority and Women’s Business Development

633 Third Avenue 33rd Floor

New York, NY 10017

646-846-7364 email: mwbebusinessdev@esd.ny.gov https://ny.newnycontracts.com/FrontEnd/searchcertifieddir ectory.asp

The Omnibus Procurement Act of 1992 (Chapter 844 of the

Laws of 1992, codified in State Finance Law § 139-i and Public

Authorities Law § 2879(3)(n)–(p)) requires that by signing this bid proposal or contract, as applicable, Contractors certify that whenever the total bid amount is greater than $1 million:

(a) The Contractor has made reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers and subcontractors, including certified minority- and women-owned business enterprises, on this project, and has retained the documentation of these efforts to be provided upon request to the State;

(b) The Contractor has complied with the Federal Equal

Opportunity Act of 1972 (P.L. 92-261), as amended;

(c) The Contractor agrees to make reasonable efforts to provide notification to New York State residents of employment opportunities on this project through listing any such positions with the Job Service Division of the New York State

Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. The Contractor agrees to document these efforts and to provide said documentation to the State upon request; and

(d) The Contractor acknowledges notice that the State may seek to obtain offset credits from foreign countries as a result of this contract and agrees to cooperate with the State in these efforts.

21. RECIPROCITY AND SANCTIONS PROVISIONS.

Bidders are hereby notified that if their principal place of business is located in a country, nation, province, state or political subdivision that penalizes New York State vendors, and if the goods or services they offer will be substantially produced or performed outside New York State, the Omnibus

Procurement Act 1994 and 2000 amendments (Chapter 684 and

Chapter 383, respectively, codified in State Finance Law

§ 165(6) and Public Authorities Law § 2879(5)) require that they be denied contracts which they would otherwise obtain.

NOTE: As of May 2023, the list of discriminatory jurisdictions subject to this provision includes the states of South Carolina, Alaska, West Virginia, Wyoming, Louisiana and Hawaii.

22. COMPLIANCE WITH BREACH NOTIFICATION

AND DATA SECURITY LAWS. Contractor shall comply with the provisions of the New York State Information Security

Breach and Notification Act (General Business Law §§ 899-aa and 899-bb and State Technology Law § 208).

23. COMPLIANCE WITH CONSULTANT

DISCLOSURE LAW. If this is a contract for consulting services, defined for purposes of this requirement to include analysis, evaluation, research, training, data processing, computer programming, engineering, environmental, health, and mental health services, accounting, auditing, paralegal, legal or similar services, then, in accordance with Section 163

(4)(g) of the State Finance Law (as amended by Chapter 10 of the Laws of 2006), the Contractor shall timely, accurately and properly comply with the requirement to submit an annual employment report for the contract to the agency that awarded the contract, the Department of Civil Service and the State

Comptroller.

mailto:mwbebusinessdev@esd.ny.gov https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fny.newnycontracts.com%2FFrontEnd%2Fsearchcertifieddirectory.asp&data=05%7C01%7CBradley.Allen%40ogs.ny.gov%7C07e93ddbe7724c0737a408db5793a42e%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C638200063847647689%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=1QagyzmFXhFPSsIsYt57VrXQpxA4Tw6kD6PHIqJx7wM%3D&reserved=0 https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fny.newnycontracts.com%2FFrontEnd%2Fsearchcertifieddirectory.asp&data=05%7C01%7CBradley.Allen%40ogs.ny.gov%7C07e93ddbe7724c0737a408db5793a42e%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C638200063847647689%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=1QagyzmFXhFPSsIsYt57VrXQpxA4Tw6kD6PHIqJx7wM%3D&reserved=0

Page 7 June 2023

24. PROCUREMENT LOBBYING. To the extent this agreement is a “procurement contract” as defined by State

Finance Law §§ 139-j and 139-k, by signing this agreement the contractor certifies and affirms that all disclosures made in accordance with State Finance Law §§ 139-j and 139-k are complete, true and accurate. In the event such certification is found to be intentionally false or intentionally incomplete, the

State may terminate the agreement by providing written notification to the Contractor in accordance with the terms of the agreement.

25. CERTIFICATION OF REGISTRATION TO

COLLECT SALES AND COMPENSATING USE TAX BY

CERTAIN STATE CONTRACTORS, AFFILIATES AND

SUBCONTRACTORS.

To the extent this agreement is a contract as defined by Tax Law

§ 5-a, if the contractor fails to make the certification required by Tax Law § 5-a or if during the term of the contract, the

Department of Taxation and Finance or the covered agency, as defined by Tax Law § 5-a, discovers that the certification, made under penalty of perjury, is false, then such failure to file or false certification shall be a material breach of this contract and this contract may be terminated, by providing written notification to the Contractor in accordance with the terms of the agreement, if the covered agency determines that such action is in the best interest of the State.

26. IRAN DIVESTMENT ACT. By entering into this

Agreement, Contractor certifies in accordance with State

Finance Law § 165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New

York State Iran Divestment Act of 2012” (“Prohibited Entities

List”) posted at: https://ogs.ny.gov/iran-divestment-act-2012

Contractor further certifies that it will not utilize on this

Contract any subcontractor that is identified on the Prohibited

Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State.

During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law

§ 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance,…