This Agreement made by and between the STATE UNIVERSITY OF NEW YORK, an educational corporation organized and existing under the laws of the State of New York, having its principal place of business located at State University Plaza, Albany, New York 12246, hereinafter referred to as "State University" for and on behalf of the UNIVERSITY AT ALBANY, STATE UNIVERSITY OF NEW YORK having its principal place of business located at 1400 Washington Avenue, Albany, New York 12222, hereinafter referred to as the “University" and Vendor Name having its principal place of business located at Street Address, City, State, Zip, hereinafter referred to as "Contractor".

W I T N E S S E T H:

WHEREAS, the University requires (services, commodities, etc) at the University; and

WHEREAS, Contractor is capable of providing such (services, commodities, etc); and

WHEREAS, the University desires to enter into an agreement with the Contractor therefore.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein set forth the parties hereto agree as follows:

1. Contractor shall provide the services as specified in the procurement document attached hereto as Exhibit B and the Contractor’s response attached hereto as Exhibit C.

2. In consideration of the above the University shall pay Contractor asum not to exceed XXX dollars ($XX.00) for the term of this agreement upon receipt of detailed invoices. Any expenses in addition to the fee specified in this paragraph 2 shall be paid at the rates and the method approved by the New York State Office of the State Comptroller. Contractor agrees to follow University and State of New York policies when applying for these additional expenses. Contractor will submit detailed invoices outlining the services provided. Invoices must contain sufficient information including but not limited to the contract number and federal identification number of the contractor. Payment will be made in accordance with Article XI-A of the New York State Finance Law.

The Contractor shall provide complete and accurate billing invoices to the University in order to receive payment for its services. Billing invoices submitted to the University must contain all information and supporting documentation required by the University and the Office of the State Comptroller (OSC). Payments for invoices submitted by the Contractor shall only be rendered electronically. Such electronic payment shall be made in accordance with ordinary New York State procedures and practices. The Contractor shall comply with OSC procedures to authorize electronic payments. In order to receive payment from the State, Contractor is required to complete and submit to OSC either an Electronic Payment Authorization Form for Individuals which can be found on the following link, an Electronic Payment Authorization Form for Government Entities, Vendors, and Not-for-Profits, which can be found on the following link The Contractor acknowledges that it will not receive payment on any invoices submitted under this contract if it does not comply with OSC’s electronic payment procedures.

3. The term of this agreement shall commence on Month/Day/Year or the first day of the calendar month following the date signed by the New York State Office of the State Comptroller whichever is later and shall continue through Month/Day/Year subject to and in accordance with the terms of Exhibit B.

4. At the University's option, this agreement may be terminated upon 60 days written notice to the Contractor.

5. This agreement may be amended upon mutual written consent of the parties.

6. This agreement shall be interpreted according to the laws of the State of New York. Contractor shall comply with all laws, rules, orders, regulations, and requirements of federal, state, and municipal governments applicable thereto including the provisions contained in the riders attached hereto as Exhibit A and Exhibit A-1.

7. Contractor, shall at all times, at its own expense, obtain and carry comprehensive liability insurance, property damage insurance, Workers' Compensation and Disability insurance of adequate amounts, naming the State of New York and the State University of New York as additional insured. Contractor shall keep such insurance in force for the duration and term of this agreement. The insurance required shall be obtained from insurance company(ies) licensed to do business in the State of New York and shall have as minimum limits of insurance:

a. Commercial General Liability $1,000,000 each occurrence combined (bodily injury & (including Protective & property damage); Contractor Liability, Single limit-each occurrence) $2,000,000 aggregate; Product liability $1,000,000 each occurrence;

b. Automobile Liability $1,000,000 each occurrence (owned, leased, hired and non-owned vehicles);

c. Workers Compensation, Employers Liability and Disability Benefits as required by New YorkState; and

8. Contractor shall indemnify, defend and hold harmless University, its trustees, officers, agents and employees, of, from and against any suits, actions, damages, expenses (including reasonable attorney’s fees), claims, judgments, liabilities and costs arising out of negligence, loss, destructive, error, wrongful acts or omissions of Contractor, its officers, employees or agents. Contractor shall remain liable for direct damages that are due to its negligence. The University shall not be liable upon any cause of action brought against Contractoras a result of Contractor’s performance in compliance with this contract.

9. Any notice to either party hereunder must be in writing, signed by the party giving it, and shall be served either personally or by registered mail addressed as follows:

TO THE UNIVERSITY:TO CONTRACTOR

Kevin C. WilcoxName:

Associate Vice President and ControllerAddress:

University at Albany, SUNYCity, State, Zip

1400 Washington Avenue

Albany, New York12222

or to such addresses as may be hereafter designated by notice. All notices become effective only when received by the addressee.

10. This agreement constitutes the entire agreement of the parties hereto and all previous communications between the parties, whether written or oral, with reference to the subject matter of this contract are hereby superseded.

11. The relationship of Contractor to the University and the State of New York arising out of this agreement shall be that of independent contractor.

12. A waiver of enforcement of any provision of this agreement by the University shall not constitute a waiver by the University of any other provision of this agreement, nor shall it preclude the University from subsequently enforcing such provision thereafter.

13. The University reserves the right to terminate this contract in the event it is found that the certification filed by the Contractor in accordance with New York State Finance Law Section §139-j, as amended, and §139-k, as amended, was intentionally false or intentionally incomplete. Upon such finding, the University may exercise its termination right by providing written notification to the Contractor in accordance with the written notification terms of this contract.

14. The University reserves the right to terminate this contract in the event it is found that the certificate(s) filed by the Contractor in accordance with the Tax Laws of 2004, Chapter 60, Part N, was false or incomplete.

15. Section 163 of NYS Finance Law requires that all contract awards and subsequent renewals be made only to responsive and responsible vendors. Certification of vendor responsibility is subject to approval of the New York State Office of the State Comptroller.

16. The Contractor shall at all times during the Contract term remain responsible. The Contractor agrees, if requested by the University, to present evidence of its continuing legal authority to do business in New York State, its integrity, experience, ability, prior performance, and organizational and financial capacity.

17. The University, in its sole discretion, reserves the right to suspend any or all activities under this Contract, at any time, when it discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, the Contractor must comply with the terms of the suspension order. Contract activity may resume at such time as the University issues a written notice authorizing a resumption of performance under the Contract.

18. Upon written notice to the Contractor, and a reasonable opportunity to be heard with appropriate University officials or staff, the Contract may be terminated by the University at the Contractor’s expense where the Contractor is determined by the University to be non-responsible. In such event, the University may complete the contractual requirements in any manner it may deem advisable and pursue available legal or equitable remedies for breach.

19. Contractor agrees to comply with the provisions of the Consultant Disclosure Legislation (Chapter 10 of the Laws of 2006 amending NYS Finance Law §8 and §163). Contractor must disclose, by employment category, the number of persons employed, the number of hours worked and the amount Contractor is paid by the University as compensation for the work performed by these employees. Contractor compliance with this provision includes the completion and submission of Form A – Contractor's Planned Employment Report and Form B – Contractor's Annual Employment Report.

20. Contractor agrees to comply with the provisions of the Iran Divestment Act, (Chapter 1of the Laws of 2012 amending NYS Finance Law §165-a). By execution of this agreement, Contractor certifies that it is not on the Prohibited Entities List ( established by the NYS Office of General Services and further certifies that it will not contract with any subcontractor on the list as they pertain to this agreement. The University reserves the right to terminate this agreement, at any time, should the University receive information to the contrary.

21. Contractor agrees to comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 899-aa; State Technology Law Section 208). Contractor shall be liable for the costs associated with such breach if caused by Contractor’s negligent or willful acts or omissions, or the negligent or willful acts or omissions of Contractor’s agents, officers, employees or subcontractors.

22. In the event of a conflict between terms of this agreement and its attachments the following order of precedence will apply: Exhibit A; Exhibit A-1; Amendments to the Agreement; The Agreement; The Bid Document; The Vendor’s Proposal; The Vendor’s Terms and Conditions. Each should be identified with a letter (i.e. Exhibit C, Exhibit R, etc.)

23. “This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.”

IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first written.

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.

By:______Date:______

Dean, Vice President, Chair (Name Typed Here)

By:______Date:______

Kevin C. Wilcox, Associate Vice President & Controller

Contractor Certification:

I certify that all information provided to the University at Albany, SUNY regarding my firm or any and all subcontractors, is complete, true and accurate with regard to (i) any prior non-responsibility determinations within the past four years based upon impermissible contacts or other violations of State Finance Law §139-j, as amended, and §139-k, as amended, (ii) is not found on the prohibited entities list developed as a result of the Iran Divestment Act of 2012, NY State Finance Law §165-a, or (iii) the intentional provisions of false or incomplete information to the University at Albany, SUNY.

By: ______Date: ______

Name: ______Title: ______

Contractor: ______

Address: ______

Approved as to FormApproved and Filed

Date ______Date: ______

Eric T. SchneidermanThomas P. DiNapoli

Attorney GeneralState Comptroller

By: ______By: ______

Assistant Attorney GeneralFor the Comptroller