Request for Proposal STATE UNIVERSITY of NEW YORK at STONY BROOK

Request for Proposal STATE UNIVERSITY OF NEW YORK AT STONY BROOK

Agent to License University Owned Indicia RFP #17/18-047MC

Response Due Date: December 22, 2017 At 4:00 P.M. EST.

TABLE OF CONTENTS

SUMMARY INFORMATION FORM...... 1

Section 1: OVERVIEW ...... 2

A. Electronic RFP...... 2

Section 2: GENERAL TERMS & CONDITIONS ...... 3 1. Free and Open Competition ...... 3

2. Notification of Errors, Inquiries and Interpretation ...... 3

3. Additional Expenses ...... 3

4. Valid Negotiations ...... 3

5. Rejection of Response ...... 3

6. Use of University Name/Logo ...... 4

7. No Claims or Rights ...... 4

8. Conflict of Interest ...... 4

9. Bidder’s Terms and/or Conditions ...... 4 10. Legislature Changes ...... 4

11. Dispute Resolution Policy ...... 4

12. Bidder Debriefing ...... 5

13. Bid Protest Procedures ...... 5

14. Parking and Others Regulations of the University ...... 5

15. Acceptance of RFP Content ...... 6

16. Data Security ...... 6

17. Services Outside Scope of the Contract Awarded ...... 8

18. Standard Contract Clauses ...... 8 19. Binding Effect ...... 9

20. Confidentiality ...... 9

21. F.O.I.L (Freedom of Information Law ...... 9

22. Diversity Contracting Requirements ...... 9

A. Diversity Practices ...... 9

B. Minority and Women-owned Business Enterprises (MWBE) ...... 11 C. Equal Employment Opportunity Requirements...... 12

D. Service-Disabled Veteran-Owned Businesses (SDVOB) ...... 12

i 23. Encouraging Use of New York State Businesses in Contract Performance ...... 13

24. Office of Federal Contract Compliance Programs ...... 14

25. Governing Law ...... 14

26. Omnibus Procurement Act of 1992 ...... 14

27. Proper Contractor Identification ...... 14 28. Contractor Personnel ...... 14

29. Responsibility ...... 14

30. Determination of Vendor Responsibility ...... 15

31. Requirements of New York State’s Recycling Program ...... 15

32. State Consultant Services Reporting ...... 16

33. Electronic Payment Authorization ...... 16

34. Prevailing Wage Rates ...... 16

35. OSHA 10-hour Construction Safety and Health Course S1537-A ...... 16

36. Payments ...... 17 36. Payment ...... 17

37. Identifying Information and Privacy Notification ...... 17

38. Customs Clearance ...... 18

39. Report of Contract Purchases ...... 18

40. Timeliness of Payment and Interest ...... 18

41. Hierarchy of Precedence ...... 19

42. Independent Contractor ...... 19

43. Subcontracting ...... 19

44. Compliance ...... 20 45. Indemnification ...... 20

46. Liability ...... 21

47. No limitation of Liability ...... 21

48. Insurance ...... 21

49. Worker’s Compensation Insurance and Disability Benefits Requiremets ...... 22

50. Travel ...... 24

51. Award ...... 24 52. Contract Period ...... 24

53. Contract Term ...... 24

54. Termination ...... 25

55. Restrictions on the Activities of Current and Former State Officers and Employees ...... 25

56. Diesel Emissions Reduction Act of 2006 ...... 26

57. Price Escalation ...... 26 58. University Rights ...... 27

59. Miscellaneous ...... 27

60. State University of New York Anti-Sweatshop Policy and Procedure ...... 27

Section 3: BIDDER QUALIFICATIONS ...... 29

1. Minimum Bidder Qualifications ...... 29

2. Bidder References ...... 29

Section 4: BID SUBMISSION REQUIREMENTS ...... 30

A. Bid Submission Requirements ...... 30

B. Bidder Questions ...... 31 C. Pre-Bid Proposal Meeting ...... 31

D. Minor Irregularities ...... 31

E. Extraneous Terms...... 31

Section 5: PROJECT SPECIFICATIONS ...... 33

A. Scope of Services ...... 33

B. Technical Specifications ...... 34

C. Cost Specifications ...... 36

D. Method of Award ...... 36

1. Administrative Review ...... 36 2. Review of Bidder Qualifications ...... 36

3. Technical Evaluation...... 36

4. Financial Evaluation ...... 36

5. Presentation, Demonstration, Interview ...... 36

6. Selection ...... 36

Section 6: PRICING PAGE ...... 38

Section 7: PERFORMANCE STANDARDS ...... 39 Section 8: PRICING SUMMARY ...... 40

iii

Section 9: ATTACHMENT A/QUESTION SUBMITTAL FORM ...... 41

Notary Acknowledgement ...... 42

Attachment 1: Bid Submission Checklist ...... 43

Attachment 2: Bidder Qualifications Submission Form ...... 44 Attachment 3: New York State apparel workers fair labor conditions and procurement act compliance ...... 45 Attachment 4: Diversity Practices Questionnaire ...... 46

Attachment 5: Service Level Agreement ...... 48

SUMMARY INFORMATION FORM THIS PAGE MUST BE SIGNED AND RETURNED WITH BIDDER’S RESPONSE RFP #: RFP Title: Agent to License University RFP Release Date: December 1, 2017 17/18-047MC Owned Indicia Key Events Questions/Requests for clarification due Date: Thursday December 7, 2017 COB (5:00 P.M. EST) Questions received after the closing date for inquiries will not be answered. After the question period closes. All questions asked during the question period and answers will be release and posted to the University Web Site under the bid number 17/18-047MC for all potential bidders. The web site address is: http://www.stonybrook.edu/procurement/ Mandatory Bidder’s Conference: There is No Pre-bid Conference. It is very important that all potential bidders ask questions for clarification during the question period. Please see information above. Proposal Due Date and Time: Friday December 22, 2017, at 4:00 P.M. Est. Proposals received after the due date and time will not be accepted. Stony Brook University reserves the right, in its sole discretion, to modify the above schedule. Bidders will be notified via email of any changes in a timely manner Contact Information Delivery Location for Proposals: Primary Contact: If using U.S. postal service (USPS) or If using UPS service to deliver a bid, the FEDEX to deliver a bid, the envelope envelope must be delivered to: Name: John Mastromarino, must be delivered to: State University of New York Contract Officer. State University of New York at Stony Brook at Stony Brook Procurement Department, Bid Section Phone: 631 632 9779 Procurement Department, Bid Section 17 Flowerfield, Building 17 Research & Development Park St. James, NY 11780 E-mail: [email protected] Research & Support Services (RSS) Stony Brook, NY 11794-6000 The envelope(s)/box(es) containing Bidders’ proposals must be clearly marked, “Sealed RFP – Proposal 17/18-047MC.” Restricted Period In accordance with the requirements of New York State Finance Law Sections 139j and 139k (“Lobbying Law”), the RESTRICTED PERIOD for this procurement is now in effect. Therefore, all communications regarding this procurement must be handled through Stony Brook University’s “Designated Contacts” ONLY. Please see “Contact Information” on this page, for the “Designated Contact(s)” The required form is provided: Exhibit L (Procurement Lobbying Law). Bidder Information Legal Business Name of Company Bidding: Bidder’s Federal Tax Identification Number

D/B/A – Doing Business As (if applicable): NYS Vendor ID Number (See Exhibit B, Section 16)

Street Address: City/State: Zip Code:

If applicable, place an “x” in the appropriate box: (check all that apply)  Small Business (if checked, provide # of employees ____)  Disabled Veteran Owned Business  Minority Owned Business (NYS Certified)  Women Owned Business (NYS Certified) If you are not bidding, place an “x” in the box and return this page only.  We are unable to bid at this time because:

Bidders Signature: Title:

Printed Name: Date:

Note: Proposals may be delivered by mail, courier, overnight delivery service or by hand. It is your responsibility to ensure that your company bid is received in the Procurement Department by the date/time of the bid opening. THIS PAGE MUST BE SIGNED AND RETURNED WITH BIDDER’S RESPONSE By signing this form, bidder acknowledges (a) that the RFP instructions are understood; (b) that the bidder is committed to servicing SUNY’s needs in the required time period; and (c) that all information required by this RFP has been included in bidder’s proposal

1 Section 1: OVERVIEW

The State University of New York at Stony Brook seeks to engage an agent to license the use of University-owned indicia, including designs, trademarks, service marks, logo, graphics and symbols in connection with the marketing of various articles of merchandise sold through retail channels, as herein described delivered NET FOB Destination in accordance with SUNY at Stony Brook 17/18-047MC and Exhibits A (Standard Contract Clauses), Exhibit A-1 (Affirmative Action Clauses), Exhibit D (Non-Collusive Bidding Certification), Exhibit L (Procurement Lobbying Law), Exhibit T (ST-220) and Exhibit V (Vendor Responsibility), if applicable Exhibit M (MWBE Forms), if applicable Exhibit SDVOB (Service-Disabled Veteran-Owned Business) and Exhibit N (Subcontracting Form) attached hereto and made part of this proposal. Additionally, the successful Bidder will be responsible for learning and adhering to University requirements.

This is needed to begin on or about April 1, 2018.

Failure of successful bidder to deliver in accordance with bid proposal, except for those reasons beyond his/her control will result in cancellation of order and award to next lowest qualified bidder, or contract shall be re-bid, whichever shall be in the best interest of the University.

To be given consideration, bid proposal must be properly completed. Substitutes considered equal shall be given consideration. Any vendor submitting prices on an item or services considered equal to those specified shall provide detailed specifications and appropriate catalog cuts along with bid. Failure to do so may result in immediate disqualification. The University will make the final determination as to the acceptability of items/services to be specified "equal".

Bidder is responsible for all costs that it incurs, direct or indirect, related to the preparation and submission of a proposal in response to this RFP.

A. Electronic RFP

Electronic copies of this RFP and related forms are available at https://www.asa.stonybrook.edu/Procurement/CurrentBidOpportunities/Vendors/Account/LogIn

Section 2: GENERAL TERMS & CONDITIONS

1. Free and Open Competition The University encourages free and open competition. Whenever possible, terms, specifications, and conditions are designed to accomplish this objective, consistent with the necessity to satisfy University’s needs.

2. Notification of Errors, Inquiries and Interpretation Bidders shall be responsible to notify the University of any errors, deviations or omissions in the RFP specifications, and to make recommendations for any additional requirements necessary to properly bid and/or perform the work indicated in this RFP. If the University determines that the deviations are significant, or agrees that additional requirements are necessary, it will notify all Bidders in writing of the resulting changes to the RFP specifications.

The University will be the final interpreter of all technical specifications. No changes to the technical specifications in this RFP shall be made without prior written authorization from the University Procurement Department.

Any deviations found by the Bidders must be raised prior to the RFP opening date. Deviations raised after the RFP opening date will not be considered and will not be accepted as cause for any future bid protest.

3. Additional Expenses

It shall be the responsibility of the bidder to provide the University with any information which may require additional costs for other than those items listed in the proposal.

The University will not be liable for additional expenses listed by the successful bidder unless authorized by the University.

The University is not liable for any cost incurred by the bidders prior to execution of a contract.

4. Valid Negotiations

No negotiation decision or actions shall be executed by any bidder as a result of any oral discussions or agreements with any University employee or University consultant. Only those transactions that are in writing shall be considered valid. Likewise, the University shall only consider communications from bidders that are signed and in writing.

5. Rejection of Response

The University reserves the right to make all decisions regarding this proposal, including, without limitation, the right to decide whether a proposal does or does not substantially comply with the requirements set forth herein.

6. Use of University Name/Logo

Bidders agree not to use the name/Logo of the University, or to quote any employees of the University, without obtaining prior written consent of the University.

7. No Claims or Rights By submitting a proposal, Bidder agrees that it will not make any claims for, or have any right to damages because of any misinterpretation or misunderstanding of the specifications or because of any misinformation or lack of information.

8. Conflict of Interest Bidder may be requested to provide evidence that the award of a contract will not result in (i) a conflict of interest with regard to other work performed by Bidder; or (ii) a potential conflict of interest among Bidder’s staff.

9. Bidder’s Terms and/or Conditions Bidder’s standard terms and conditions will not be considered relevant to its proposal or to the contract awarded and should not be included with its proposal. Any additional Bidder terms and conditions attached to or referenced in Bidder’s proposal shall not be considered part of the proposal, but shall be deemed included for informational purposes only. No extraneous terms or conditions will be incorporated into the contract awarded unless approved in writing by the SUNY Office of General Counsel. Acceptance and/or processing of a Bidder’s proposal shall not constitute acceptance of a Bidder’s extraneous terms and conditions.

10. Legislature Changes

In the event any governmental restrictions are imposed which would necessitate alteration of the material, quality, workmanship or performance of the items and/or services offered in this proposal whatsoever, prior to their delivery or thereafter, it shall be the responsibility of the successful bidder to immediately notify the University in writing of the specific regulation which requires alteration. Upon acceptance of such alteration by the University, it shall be the responsibility of the successful bidder to give effect to such alterations in accordance with terms and conditions of the agreement entered into hereinafter. Any price adjustments occasioned due to any alterations shall be subject to the approval of the University.

11. Dispute Resolution Policy

It is the policy of the Stony Brook University Procurement Department to provide vendors with an opportunity to administratively resolve disputes, complaints or inquiries related to our bid solicitations or contract awards. Stony Brook University encourages vendors to seek resolution of disputes through consultation with Stony Brook University staff. All such matters will be accorded impartial and timely consideration. Interested parties may also file formal written disputes. A copy of the Dispute Resolution Procedures for Vendors may be obtained by contacting the person shown on the front of this Invitation for Bids or the Bid Coordinator at 631-632-9060 or [email protected].

12. Bidder Debriefing

Bidders that responded to this IFB will be given written notices as to whether their Bids were successful or unsuccessful. Upon being notified of their unsuccessful Bids, Bidders may request a debriefing in writing within 15 calendar days of such notice. The 15 day period starts, on the date of such notice. Once a request is made by the Bidders: 1. The University will schedule the debriefing within a reasonable time of such request. 2. The debriefing will be conducted in person with the Bidder, unless the University and the Bidder mutually agree to use another method such as by telephone, video conference or another type of electronic communication. 3. Bidder’s written request must state whether the Bidder will be attending with counsel, to allow the University to arrange for University counsel to attend if required. 4. The debriefings will cover: (a) The reason why the Bid was unsuccessful. (b) The quantitative and qualitative analysis that was used by the University to assess the relative merits of the unsuccessful Bid. (c) How the selection criteria was applied to the unsuccessful Bid. (d) If the request for debriefing is made prior to contract award, the debriefing shall be limited to review of the unsuccessful Bidder’s bid. (e) If the debriefing is held after the final award (which means OSC approval, if applicable) it, may cover the reasons for the selection of the winning proposal. (f) To the extent practicable, general advice and guidance on the ways the unsuccessful Bidder can improve future submissions or be more responsive.

13. Bid Protest Procedures

Upon notification of the selection and award of the contract, the bidder or offeror whose bid or proposal was not selected as the successful bid or proposal is entitled to submit a Bid Protest in accordance with SUNY’s Contracts Award Procedure (Document # 7561). The SUNY’s Protest Procedure is available at http://www.suny.edu/sunypp/documents.cfm?doc_id=699. The University's Protest Officer is Assistant Vice President Procurement Services, RSS Bldg., Stony Brook, NY, 11794-6000. The Appeals Officers is Vice President for Finance & Administration, Administration Bldg., Rm 221, Stony Brook NY, 11794- 1002.

14. Parking and Other Regulations of the University

It will be the responsibility of the successful bidder to contact the Traffic Office at 631-632-6345 to make arrangements for parking passes or permits if required. Illegally parked vehicles are subject to ticketing and/or towing. The bidder will operate vehicles responsibly under campus rules and regulations and will not park vehicles in unauthorized areas. Thereof the successful bidder will abide by all the

applicable rules and regulations of the University, and breach whereof shall make vendor liable under such rules and regulations.

The University campus is smoke free. There will be no smoking within the buildings or on the grounds owned or leased by the University. Successful Bidder is responsible for communicating this regulation to their employees prior to arriving onsite at the University. Failure to adhere to the Univeristy’s policy may result in immediate termination of any contract emanating from this RFP.

15. Acceptance of RFP Content The terms and conditions included in this RFP as well as the applicable portions of Bidder’s proposal shall become contractual obligations if a contract is awarded. BIDDER’S FAILURE TO ACCEPT THESE TERMS AND CONDITIONS AND OBLIGATIONS SHALL RESULT IN REJECTION OF BIDDER’S PROPOSAL.

Any literature and/or terms and conditions provided by the Bidders with their proposals are assumed to be for reference only.

If the Bidder’s Quotation contains any third party product (hardware or software), Bidder must represent, warrant and service such product as if it is the Bidder’s product (e.g. such product cannot be excluded from any representation, warranty, infringement indemnity, service provision, service guarantee or uptime guarantee). Failure to accept this may result in disqualification.

16. Data Privacy and Security

A. Data Privacy

(i) Contractor will use any information it creates, receives, maintains or transmits on behalf of SUNY (“SUNY Data”) only for the purpose of fulfilling its duties under this Contract and will not share such data with or disclose it to any third party without the prior written consent of the SUNY, except as required by the Contract or as otherwise required by law.

(ii) SUNY Data will not be stored outside the United States without prior written consent from SUNY. (iii) Contractor will provide access to SUNY Data only to its employees and subcontractors who need to access the data to fulfill its obligations under the Contract.

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

(v) FERPA: If Contractor will have access to the SUNY’s Education Records as defined under the Family Educational Rights and Privacy Act (FERPA), Contractor acknowledges that for the purposes of the Contract it will be designated as a “school official” with “legitimate educational interests” in the SUNY Education records, as those terms have been defined under FERPA and its implementing regulations, and the Contractor agrees to abide by the limitations and requirements imposed on school officials. Contractor will use the Education Records only for the purpose of fulfilling its duties under the Contract for SUNY’s and its end user’s benefit, and will not share such data with or disclose it to any third party except as provided for in the Contract, required by law, or authorized in writing by the SUNY.

(vi) Contractor will receive, maintain, process or otherwise will have access to confidential information on employees of the State University of New York. Pursuant to the Gramm-Leach-Bliley Act (P.L. 106-102) and the Federal Trade Commission’s Safeguards Rule (16 CFR Part 314), and to the extent the Contractor is a covered entity or applicable service provider under these regulations with respect to student or 6

customer data, the Contractor will implement and maintain a written Information Security Program (“Program”) in order to protect such confidential customer information. Customer information is defined as “any record containing nonpublic personal information as defined in 16 CFR §313(n)” (the FTC’s Privacy Rule) “about a customer of a financial institution, whether in paper, electronic, or other form” (16 CFR §314.2). Examples of nonpublic personal customer information include, but are not limited to, name, address, phone number, social security number, bank and credit card account numbers and student identification numbers.

B. Data Security

(i) Contractor agrees at all times to maintain network security which at a minimum, includes: network firewall provisioning, intrusion detection, and regular (three or more annually) third party vulnerability assessments, and provide a copy of the annual Attestation of Compliance (AOC) document, if requested. Further, Contractor agrees to maintain network security that conforms to generally recognized “Industry Standards “and best practices that Contractor applies to its own network. Generally recognized industry standards include but are not limited to the current standards and benchmarks set forth and maintained by the Center for Internet Security (see http://www.cisecurity.org) or Payment Card Industry/Data Security Standards (PCI/DSS) see http://www.pcisecuritystandards.org. Contractor will maintain a data security plan (“Data Security Plan”), which will comply with Payment Card Industry Data Security Standards (“PCI DSS”) requirements (as discussed in more detail below) and all applicable legal and regulatory requirements for data protection. In addition, the Data Security Plan will protect against any anticipated threats or hazards to the security or integrity of information stored on its servers and unauthorized access to or use of such information that could result in harm or inconvenience to the person who is the subject of such information. Contractor will review, at least annually, its Data Security Plan and update and revise it as needed. A copy of Contractors’ Data Security Plan will be made available to SUNY upon request.

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

C. New York Information Breach and Notification Requirements Contractor hereby acknowledges and agrees to use commercially reasonable efforts to maintain the security of private information (as defined in the New York State Information Security Breach and Notification Act, as amended “ISBNA”(General Business Law § 889-aa; State Technology Law § 208) that it creates, receives, maintains or transmits on behalf of SUNY and to prevent unauthorized use and/or disclosure of that private information; and implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of electronic private information that it creates, receives, maintains or transmits on behalf of SUNY (“SUNY Data”). Contractor hereby acknowledges and agrees to fully disclose to SUNY pursuant to the ISBNA, and any other applicable law any breach of the security of a system where Contractor creates, receives, maintains or transmits private information on behalf of SUNY following discovery or notification of the breach in the system as to any resident of New York State whose private information was, or is reasonably believed to have been acquired by a person without valid authorization (“Security Incidents”). The disclosure shall be made in the most expedient time possible and without unreasonable delay, consistent with the legitimate needs of law enforcement or any measures necessary to determine the scope of the breach and restore the reasonable integrity of the system. Contractor shall be liable for the costs associated with such breach if caused by Contractor’ 7

negligent or willful acts or omissions, or the negligent or willful acts or omissions of Contractor’s agents, officers, employees or subcontractors. In the event of a Security Incident involving SUNY Data pursuant to the ISBNA, SUNY has an obligation to notify every individual whose private information has been or may have been compromised. In such an instance, the Contractor agrees that SUNY will determine the manner in which such notification will be provided to the individuals involved pursuant to the ISBNA and agrees to indemnify SUNY against any cost of providing any such legally required notice. Upon termination or expiration of the Contract, the Contractor will follow SUNY’s instructions relating to any SUNY Data remaining in Contractor’s possession. Upon authorization from SUNY, the Contractor will use data and document disposal practices that are reasonable and appropriate to prevent unauthorized access to or use of SUNY Data and will render the information so that it cannot be read or reconstructed. D. Service Levels ( Applicable to Cloud Based, Remotely Hosted or Technology as A Service Contracts) SUNY understands that the Services will not be uninterrupted or error free. Contractor will use commercially reasonably efforts to ensure availability of the Services in accordance with the provisions of the Service Level Agreement, Attachment 6. E. Disaster Recovery Contractor shall maintain disaster recovery services at the dedicated facility that is able to handle SUNY data center and business continuity needs under the Contractor in the event disaster recovery is needed. Throughout the term of the Contract, Contractor shall maintain contracts or arrangements that are substantially equivalent or an improvement to those currently in effect. Contractor shall test disaster recovery capabilities, at least once every calendar year and provide SUNY with a copy of its disaster recovery plan upon request. F. Data Portability Contractor agrees to do whatever is reasonable and necessary to facilitate the orderly and professional transfer of the Services and SUNY Data upon the expiration or termination of the Contract to SUNY or a SUNY Institution, or do whatever subsequent vendor SUNY may select to provide similar services on SUNY’s behalf.

17. Services Outside Scope of the Contract Awarded SUNY shall not be responsible for any services provided by the successful Bidder that are outside the scope of the contract awarded. SUNY shall not be responsible for any additional costs other than the costs for the services outlined herein, or for any work performed that has not been properly authorized in writing by SUNY.

18. Standard Contract Clauses Any contract resulting from this Proposal shall include Exhibit A (attached - the Standard Clauses for all New York State Contracts), Exhibit A-1 (attached - the Affirmative Action Clauses), Exhibit D (Non- Collusive Bidding Certification), Exhibit L (Procurement Lobbying Law), Exhibit T (ST-220),Exhibit V (Vendor Responsibility Questionnaire) if applicable Exhibit M (MWBE Forms), if applicable Exhibit SDVOB (Service-Disabled Veteran-Owned Business) and Exhibit N (Subcontracting Form)the provisions of which shall take precedence over any provision in the Proposal. These clauses relate to, among other things, assignment of the contract, availability of funds, non-discrimination, affirmative action, non- collusion, worker’s compensation.

Bidder responding to this Proposal/Bid does so with full knowledge and acceptance of the provisions of Exhibit A-1, attached herein. Award will be made only after attached Pre-Award Documentation is completed and returned to the University, Attn: Procurement Department and submitted with 8

bidder’s response. Contractor shall be responsible for forwarding post-award documentation in accordance with outline attached and as fully described in Exhibit A-1, Section II, Terms (this does not apply to awards that will not exceed the stated amounts).

19. Binding Effect The contract awarded shall be binding upon its execution by both parties and, if required by New York State law, upon the written approvals of the Attorney General and the Office of the State Comptroller.

20. Confidentiality The successful Bidder may be required to enter into a confidentiality agreement regarding the terms and specifications of any contract awarded. .

21. F.O.I.L (Freedom of Information Law

Bidder acknowledges that its RFP response is subject to the New York State Freedom of Information Law (“FOIL”) as set forth in Articles 6 and 6a of the New York State Public Officers Law and that only Bidder’s proprietary information that satisfies the requirements of section 87(2)(d) of the Public Officers Law shall be excepted from disclosure thereunder. If Bidder believes that any information in its response constitutes a trade secret or should otherwise be treated as confidential and wishes such information not to be disclosed if requested pursuant to Article 6 of the New York State Public Officers Law, Bidder shall submit with their response a separate letter specifically identifying the page number(s), line(s), or other appropriate designation(s) containing such information, explaining in detail why such information is a trade secret and formally requesting that such information be confidential. Only Bidder’s proprietary information that satisfies the requirements of section 87(2)(d) of the Public Officers Law shall be excepted from disclosure thereunder. Failure by a Bidder to submit such a letter with its response identifying trade secrets shall constitute a waiver of Bidder of any rights it may have under the New York State Public Officers Law relating to protection of trade secrets. If there is litigation for information that Bidder has identified as constituting a trade secret, it is Bidder’s responsibility to respond to the litigation and failure to do so shall constitute a waiver of Bidder of any rights it may have under the New York State Public Officers Law relating to protection of trade secrets.

Please submit your request for records (for example, a bid tabulation, contract, etc) along with the appropriate RFP/ reference number to:

Douglas Panico, Records Access Officer, Administration Building, Stony Brook, NY 11794-1308, Fax: 631-632-2981, Email: [email protected]

22. Diversity Contracting Requirements

A. Diversity Practices SUNY seeks to engage contractors that have a demonstrated history of hiring, training, developing, promoting and retaining minority group members and women. Under NYS Executive Law Article 15-A, 5 NYCRR Part 141.1(o) diversity practices are the efforts of contractors to include New York State certified MWBEs in their business 9 practices. Diversity practices may include part, present, or future actions and policies, and include activities of contractors on contracts with private entities and governmental units other than the State of New York. SUNY will assess the diversity practices of prospective bidders to encourage contractors to engage in meaningful, capacity- building collaborations with MWBEs through evaluation of the Diversity Practices Questionnaire in Attachment 4. All prospective bidders are required to complete the attached Diversity Practices Questionnaire. This questionnaire elicits information about each prospective bidder in order to verify that its work environment demonstrates a strong commitment to diversity. By responding to the RFP and completing this questionnaire, each prospective bidder acknowledges that:

(i) The Bidder has an equal employment opportunity policy statement (which shall be submitted to SUNY with each Bidder's Proposal using the Form identified in subsection (iv) below). a. Pursuant to Article 15 of the Executive Law (the "Human Rights Law"), all other State and Federal statutory and constitutional non-discrimination provisions, the Bidder will not discriminate against any employee or applicant for employment because of race, creed, color, sex, religion, national origin, military status, sexual orientation, age, disability, genetic disposition or carrier status, domestic violence victim status, or marital status, will undertake, or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination, and will make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force during its legal engagement with SUNY. It shall also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis of prior criminal conviction and prior arrest. b. The Bidder will state in all solicitations or advertisements for employees that, in the performance of this Contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, sex, religion, national origin, military status, sexual orientation, age, disability, genetic disposition or carrier status, domestic violence victim status, or marital status. c. The Bidder will submit the applicable Workforce Employment Utilization Report utilizing MWBE Form 7557-112a, 7557-112b or 7557-112c, as applicable, describing the anticipated work force to be utilized on the engagement with SUNY or, where required, information on the Bidder's total work force, including apprentices, broken down by specified ethnic background, gender, and Federal occupational categories or other appropriate categories specified by SUNY. This form elicits information about each responding Bidder in order to verify that its work environment demonstrates a strong commitment to diversity. (ii) By submission of a bid or proposal in response to this solicitation and completing this questionnaire, the Bidder agrees with all of the terms and conditions of SUNY Exhibit A-1 including Clause 12 - Equal Employment Opportunities for Minorities and Women and acknowledges that: a. The Contractor is required to ensure that it and any subcontractors awarded a subcontract over $25,000 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, shall undertake or continue programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. For these purposes, equal opportunity shall apply in the areas of recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, termination, and rates of pay or other forms of compensation. This requirement does not apply to: (i) work, goods, or services unrelated to the Contract; or (ii) employment outside New York State.

(iii) Pursuant to Article 15 of the Executive Law (the “Human Rights Law”), all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor and sub-contractors will not discriminate against any employee or applicant for employment because of race, creed (religion), color, sex, national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis of prior criminal conviction and prior arrest. (iv) Bidder must submit with their bid or proposal their Bidder’s Equal Employment Opportunity Policy Statement (which conforms to the provisions of Exhibit A-1) utilizing MWBE Form 104. Forms are available in SUNY Procurement Policies and Procedures Document 7557 online at: http://www.suny.edu/sunypp/documents.cfm?doc_id=611. Please Note: Failure to comply with the foregoing requirements may result in a finding of non-responsiveness, non-responsibility and/or a breach of the Contract, leading to the withholding of funds, suspension or termination of the Contract or such other actions or enforcement proceedings as allowed by the Contract. (v) Diversity, Equity and Inclusion: If this solicitation is for the services of an executive search firm, the SUNY Board of Trustees adopted a policy to establish diversity, equity and inclusiveness throughout the SUNY system. Diversity is broadly defined under that policy to include race, ethnicity, religion, sexual orientation, gender, gender identity and expression, age, socioeconomic status, status as a veteran, status as an individual with a disability, students undergoing transition (such as transfer, stop-out, international student acclimation), and first generation students. In furtherance of this policy, all executive search firms are required to provide the following: a. information about the diversity of your Firm’s staff; and b. the Firm’s success rate in placing diverse candidates.

B. Minority and Women-owned Business Enterprises (MWBE) Pursuant to New York State Executive Law Article 15-A, SUNY recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority- and women-owned business enterprises and the employment of minority group members and women in the performance of SUNY contracts.

For purposes of this solicitation, SUNY hereby establishes an overall goal of 0% for MWBE participation, 0% for Minority-Owned Business Enterprises (“MBE”) participation and 0% for Women-Owned Business Enterprises (“WBE”) participation (based on the current availability of qualified MBEs and WBEs). For additional information please refer to the MWBE requirements outlined in MWBE Prospective Bidder’s Notice (Form 7557-121).

For guidance on how SUNY will determine a Contractor’s good faith efforts to utilize certified MWBEs, refer to 5 NYCRR §142.8.

Please note the response forms identified in Form 7557-121 (SUNY MWBE Forms 7557-104, 7557-107 & 7557-108) must be submitted with all Bids. Forms are available in SUNY Procurement Policies and Procedures Document 7557 online at: http://www.suny.edu/sunypp/documents.cfm?doc_id=61.

Bidders must submit an MWBE Utilization Plan on Form 7557-107 with their bid or proposal. Any modifications or changes to the MWBE Utilization Plan after the Contract award and during the term of the Contract must be reported on a revised MWBE Utilization Plan and submitted to SUNY. SUNY will review the submitted MWBE Utilization Plan and advise the Bidder of SUNY acceptance or issue a notice of deficiency within 30 days of receipt.

If a notice of deficiency is issued, Bidder agrees that it shall respond to the notice of deficiency within seven (7) business days of receipt by submitting to SUNY, a written remedy in response to the notice of deficiency. If the written remedy that is submitted is not timely or is found by SUNY to be inadequate, SUNY shall notify the Bidder and direct the Bidder to submit, within five (5) business days, a request for a partial or total waiver of MWBE

11 participation goals on Form 7557-114. Failure to file the waiver form in a timely manner may be grounds for disqualification of the bid or proposal.

SUNY may disqualify a Bidder as being non-responsive under the following circumstances: a. If a Bidder fails to submit a MWBE Utilization Plan; b. b) If a Bidder fails to submit a written remedy to a notice of deficiency; c. c) If a Bidder fails to submit a request for waiver; or d. d) If SUNY determines that the Bidder has failed to document good faith efforts.

Contractors shall attempt to utilize, in good faith, any MBE or WBE identified within its MWBE Utilization Plan, during the performance of the Contract. Requests for a partial or total waiver of established goal requirements made subsequent to Contract Award may be made at any time during the term of the Contract to SUNY, but must be made no later than prior to the submission of a request for final payment on the Contract.

Contractors are required to submit a Contractor’s Quarterly M/WBE Contractor Compliance & Payment Report on Form 7557-113 to SUNY address, phone and fax information], by the 5th day following each end of quarter over the term of the Contract documenting the progress made toward achievement of the MWBE goals of the Contract.

C. Equal Employment Opportunity Requirements

By submission of a bid or proposal in response to this solicitation, the Bidder/Contractor agrees with all of the terms and conditions of SUNY Exhibit A including Clause 12 - Equal Employment Opportunities for Minorities and Women. The Contractor is required to ensure that it and any subcontractors awarded a subcontract over $25,000 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, shall undertake or continue programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. For these purposes, equal opportunity shall apply in the areas of recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, termination, and rates of pay or other forms of compensation. This requirement does not apply to: (i) work, goods, or services unrelated to the Contract; or (ii) employment outside New York State.

Bidder further agrees, where applicable, to submit with the bid a staffing plan (Form 7557-108) identifying the anticipated work force to be utilized on the Contract and if awarded a Contract, will, upon request, submit to SUNY , a workforce utilization report identifying the workforce actually utilized on the Contract if known. Forms are available in SUNY Procurement Policies and Procedures Document 7557 online at: http://www.suny.edu/sunypp/documents.cfm?doc_id=611.

Please Note: Failure to comply with the foregoing requirements may result in a finding of non-responsiveness, non- responsibility and/or a breach of the Contract, leading to the withholding of funds, suspension or termination of the Contract or such other actions or enforcement proceedings as allowed by the Contract.

D. Service-Disabled Veteran-Owned Businesses (SDVOB)

SUNY is committed to the State's policy of encouraging the development of service-disabled veteran-owned businesses (SDVOB). The Service-Disabled Veteran-Owned Business Act (the “Act”) became effective on May 12, 2014, and SUNY has implemented the State's comprehensive plan and operational guidelines to promote SDVOBs and to assist them in obtaining opportunities to participate in the procurement of goods and services by the State. SUNY will employ applicable measures and procedures provided by the Director of the Division of Service- Disabled Veterans' Business Development in the Office of General Services (the "Division"), to ensure that SDVOBs

are afforded the opportunity for meaningful participation in the performance of SUNY's contracts and to assist in achieving the Act’s statewide goal for participation on state contracts by SDVOBs. The awarded contract shall provide that any contractor who willfully and intentionally fails to comply with the SDVOB participation requirements shall be liable to SUNY for damages, calculated based on costs for administration of SUNY’s SDVOB program.

For additional information please refer to the SDVOB requirements outlined in SDVOB Prospective Bidder’s Notice (Forms 7564-121A, 7564-121B and 7564-121C). A SDVOB Utilization Plan must be submitted with all bids, utilizing Form 7564-107. All Forms are available at: http://www.suny.edu/sunypp/documents.cfm?doc_id=816.

Bidders are encouraged to apply to the Division for certification as a Service-Disabled Veteran-Owned Business, and to provide such documentation necessary to establish their status as such in accordance with the rules of the Director of the Division. For purposes of this solicitation, SUNY hereby establishes an overall goal of 6% for SDVOB participation.

23. Encouraging Use of New York State Businesses in Contract Performance

New York State businesses have a substantial presence in SUNY contracts and strongly contribute to the economies of New York and the nation. In recognition of their economic activity and leadership in doing business in New York State, Bidders/Proposers/Contractors for this contract for commodities, services or technology are strongly encouraged and expected to consider New York State businesses in the fulfillment of the requirements of the contract. Such partnering may be as subcontractors, suppliers, protégés or other supporting roles.

Bidders/Proposers/Contractors need to be aware that to the maximum extent practical and consistent with legal requirements, they are strongly encouraged to use responsible and responsive New York State businesses in purchasing commodities that are of equal quality and functionality and in utilizing services and technology. Furthermore, Bidders/Proposers/Contractors are reminded that they must continue to utilize small, minority and women-owned businesses, consistent with current State law.

Utilizing New York State businesses in SUNY contracts will help create more private sector jobs, rebuild New York’s infrastructure, and maximize economic activity to the mutual benefit of the Contractor and its New York State business partners. New York State businesses will promote the contractor’s optimal performance under this contract, thereby fully benefiting the public sector programs that are supported by associated procurements.

Public procurements can drive and improve the State’s economic engine through promotion of the use of New York businesses by its Contractors. SUNY therefore expects Bidders/Proposers/Contractors to provide maximum assistance to New York businesses in their use of the contract. The potential participation by all kinds of New York businesses will deliver great value to New York State and its taxpayers.

Bidders/Proposers can demonstrate their commitment to the use of New York State businesses by responding to the question below:

Will New York State Businesses be used in the performance of this contract? (YES____ NO____)

If YES, identify New York State Business(es) that will be used. Bidders/proposers can demonstrate their commitment by filling out and returning Exhibit N with bid package.

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

25. Governing Law This RFP, Bidders’ proposals and any resulting contract shall be governed, construed and enforced in accordance with the laws of the State of New York, excluding New York’s choice of law principles in a New York court of competent jurisdiction. Bidder/Contractor agrees to submit itself to such court’s jurisdiction.

26. 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 and a directory of minority and women-owned business enterprises is available from:

NYS Empire State Development Website: https://esd.ny.gov/doing-business-ny/small-business-hub Division for Small Business 625 Broadway, Albany, NY 12207 Phone: 1-800-782-8369 Email: [email protected]

27. Proper Contractor Identification

The successful bidder is required to obtain authorized identification badges or cards (“Contractor Identification”) for his/her employees issued by the University directly through the Campus Card Office at the Contractor’s expense. The contractor identification badge/card shall be worn by the employee at all times while doing work on campus. The campus cards may be renewed each year.

28. Contractor Personnel

All successful Bidder’s personnel assigned to any requirements of an award must be fully qualified and cognizant of the required and applicable laws, rules and regulations pertaining to the contract award, and the necessary safety requirements. The University reserves the right to refuse any personnel assigned by the successful Bidder.

29. Responsibility

The University will not be held responsible for any service, parts or material provided without prior written authorization via a valid purchase order. The successful Bidder shall perform only those services or provide only those materials indicated in the contract award. The University will not be responsible for any costs other than for the products and/or services outlined therein, or for any work performed or materials delivered which have not been properly authorized. . 14

30. Determination of Vendor Responsibility New York State procurement law requires that state agencies award contracts only to responsible contractors. Additionally, the New York State Comptroller must be satisfied that a proposed contractor is responsible before approving a contract award under Section 112 of the State Finance Law. Section 163 of the New York State Finance Law (“SFL”) requires that contracts for services and commodities be awarded on the basis of lowest price or best value “to a responsive and responsible bidder.” Section 163 (9)f of the SFL requires that prior to making a contract award, each contracting agency shall make a determination of responsibility of the proposed contractor.

In accordance with these procurement laws, SUNY will conduct an affirmative review of vendor responsibility for all organizations or firms with which it conducts business. In doing so, bidders are required to file the required Vendor Responsibility Questionnaire online via the New York State VendRep System or may choose to complete and submit a paper questionnaire. To enroll in and use the VendRep System, see the VendRep System Instructions on the Office of State Comptroller (OSC) website, available at: www.osc.state.ny.us/vendrep or go directly to the VendRep System online at https://portal.osc.state.ny.us. For VendRep System user assistance, the OSC Help Desk may be reached at 866-370-4672 or 518-408-4672 of by email at [email protected]. Bidders opting to file a paper questionnaire may obtain the appropriate questionnaire from the VendRep website www.osc.state.ny.us/vendrep or may contact SUNY System Administration for a copy of the paper form.

In addition:

a. General Responsibility. The Contractor shall at all times during the contract awarded term remain responsible. The Contractor agrees, if requested by the SUNY Chancellor or his or her designee, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity. b. Suspension of Work for Non-Responsibility. The SUNY Chancellor, in his or her sole discretion, reserves the right to suspend any or all activities under the contract awarded, at any time, when he or she discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, the Contractor must comply with the terms of the suspension order. Contract activity may resume at such time as the SUNY Chancellor or his or her designee issues a written notice authorizing a resumption of performance of the contract awarded. c. Termination for Non-Responsibility. Upon written notice to the Contractor and a reasonable opportunity to be heard with appropriate SUNY officials or staff, the contract awarded may be terminated by the SUNY Chancellor or his or her designee at the Contractor’s expense, where the Contractor is determined by the SUNY Chancellor or his or her designee to be non-responsible. In such event, the SUNY Chancellor or his or her designee may complete the contractual requirements in any manner he or she may deem advisable and pursue available legal or equitable remedies for breach.

31. Requirements of New York State’s Recycling Program In accordance with the provisions of Section 165(3) of the State Finance Law and Executive Order No. 142, SUNY is required to purchase recycled products, if available, made with recycled content in

accordance with rules and regulations established by the State Department of Environmental Conservation in development of that agency’s Recycling Emblems Program. If the cost of a recycled product does not exceed by 10% the cost of a product made without recycled content (or by 15% if over 50% of the recycled materials are generated from the New York State waste stream), the recycled product must be purchased.

32. State Consultant Services Reporting State Finance Law Sections 8 and 163 require that Contractors annually report certain employment information to the contracting agency, the Department of Civil Service and Office of the State Comptroller. State contractors are required to disclose, by employment category, the number of persons employed to provide services under a contract for consulting services, the number of hours worked and the amount paid to the contractor by the State as compensation for work performed by these employees. This will include information on any persons working under any subcontracts with the State contractor

33. Electronic Payment Authorization If applicable, contractor shall provide complete and accurate billing invoices to SUNY in order to receive payment for its services. Billing invoices submitted to SUNY must contain all information and supporting documentation required by SUNY and the Office of State Comptroller (OSC). Payment for invoices submitted by Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the Vice Chancellor for Business and Finance of the State University of New York or designee, in her/his sole discretion, due to extenuating circumstances. Such electronic payment shall be made in accordance with ordinary New York state procedures and practices. Contractor shall comply with the OSC procedures to authorize payments. Authorization forms are available at the OSC website at www.osc.state.ny.us/epay, by email at [email protected] or by telephone at 518-474-4032. Contractor acknowledges that it will not receive payment on any invoices submitted under this contract if it does not comply with the OSC’s electronic payment procedures, except where the Vice Chancellor or designee has expressly authorized payment by paper check as set forth above.

34. Prevailing Wage Rates

If applicable, For contracts above $25,000 in cost, involving a component of the use of skilled labor for Construction and other Department of Labor trades: (1) New York State Public Works Law, Article 8, Section 220 – Contracts which include skilled labor require rates in accordance with the Suffolk County Wage and Salary Schedule. Release of payment requires the submission of Contractor and Sub- Contractor certified payroll and the lien release/certification of payment forms. If the lien form or any applicable payroll records are not submitted with the invoice, payment will be held. (2) New York State Building Services Law, Article 9, Section 230 – Contracts which include building services labor require rates in accordance with the Suffolk County Wage and Salary Schedule. Release of payment requires the submission of Contractor certified payroll forms. If applicable payroll records are not submitted with the invoice, payment will be withheld. ALL NEW YORK STATE LABOR LAWS APPLY EVEN THOSE COVERING BREAKS, HOURS WORKED, ETC. The PRC # for this bid is PRC#

35. OSHA 10-hour Construction Safety and Health Course – S1537-A

If applicable, This provision is an addition to the existing prevailing wage rate law, Labor Law §220, section 220-h. It requires that on all public work projects of at least $250,000.00, all laborers, workers 16

and mechanics working on the site, be certified as having successfully completed the OSHA 10-hour construction safety and health course.

36. Payments Payments made to the University will be based on annual revenue received by the Contractor, resulting from use of the indicia including, without limitation, royalties, minimum guarantee payments and licensing fees from licenses during the term, and extension and/or renewals of this agreement. Payments hereunder shall be made to the University submitted to the attention of Marketing and Licensing Department, Stony Brook, NY 11794-0605. If applicable, outstanding data, sales or MWBE reports should be submitted with payment.

The Contractor shall provide complete and accurate royalty statements and licensees revenue standings to the University with all payment for its services. Statements submitted to the University must contain all information and supporting documentation required by the University. If applicable, payment may be withheld if a contractor has outstanding data, sales or MWBE reports.

If applicable, payments will be released for processing upon receipt and approval of original detailed invoices (goods delivered and services received). Payments are made in accordance with New York State Finance Law and the terms and conditions of this RFP. The full text of the New York State Finance Law specifically regarding prompt payments to vendors/contractors can be found on the web at http://public.leginfo.state.ny.us. Click on “Laws of New York,” then “STF,” then “Article 11-A,” then “Section 179-F.”

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 NYS Office of State Comptroller (“OSC”). Payment for invoices submitted by the Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the Vice President for Administration or designee, in her/his sole discretion, due to extenuating circumstances. Such electronic payment shall be made in accordance with ordinary New York State procedures and practices. The Contractor shall comply with the OSC procedures to authorize payments. Authorization forms are available at the OSC website at www.osc.state.ny.us./epay/index.htm, by email at [email protected] or by telephone at 518- 474-4032. The Contractor acknowledges that it will not receive payment on any invoices submitted under this contract if it does not comply with the OSC’s electronic payment procedures, except where the Vice President for Administration or designee has expressly authorized payment by paper check as set forth above.

37. 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 17

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.

38. Customs Clearance

If the product is being manufactured in another country and will require customs service, the cost of such service and any applicable importation fees shall be born by the vendor and incorporated in the price bid.

39. Report of Contract Purchases

Contractor shall furnish quarterly data and contract spend reports to John Mastromarino, Contract Officer. Reports shall be broken out to match the items contained on the pricing page of this solicitation and shall be delivered in accordance with the following schedule:

1st Quarter (April 1 – June 30) Due July 10 2nd Quarter (July 1 – Sept 30) Due Oct 10 3rd Quarter (Oct 1 – Dec 31) Due Jan 10 4th Quarter (Jan 1 – March 31) Due April 15

The report is to be submitted electronically in Microsoft Excel and shall reference the Contract Number, sales period, and contractor's, subcontractor (or other authorized agent) name.

The outlined sales report is the minimum information required. Additional related sales information, such as monthly reports, and/or detailed user purchases may be required and must be supplied upon request.

Reports are a deliverable of the contract. The University reserves the right to withhold payment if a vendor is delinquent in report submittal.

40. Timeliness of Payment and Interest Interest for late payment shall be governed by Section 179g of New York State Finance Law.

41. Hierarchy of Precedence In the event of a conflict of interpretation between the parties to any agreement resulting from this RFP, the following documents shall prevail (each of which will be incorporated into and made a part of such agreement):

1. Exhibit A 2. Exhibit A-1 3. Agreement 4. This RFP 5. Successful Bidder’s response to this RFP, including all exhibits and attachments.

42. Independent Contractor The Successful Bidder (Contractor) and its agents or employees or any entity or person acting on behalf of the Contractor engaged in the performance of work shall at all times be deemed to be performing as independent contractors. The Contractor hereby covenants and agrees to act in accordance with that status. The Contractor and its agents or employees or any entity or person acting on behalf of the Contractor shall neither hold themselves out as, nor claim to be, officers or employees of the University and shall make no claim for, nor be entitled to, Workers’ Compensation coverage, medical and unemployment benefits, social security, or retirement membership benefits from the University.

43. Subcontracting In the event the Successful Bidder (Contractor) uses partners, subcontracts or subcontractors, the Contractor will remain responsible for compliance with all specifications and performance of all obligations under the contract resulting from this RFP. For the resulting agreement, the successful bidder will be the prime contractor.

If applicable, within thirty (30) calendar days after Notice of Award, the Successful Bidder must submit a written statement to the University giving the name and address of all proposed subcontractors. The statement must contain a description of the portion of the work and materials which the proposed subcontractors are to perform and must furnish any other information to document that the proposed subcontractors have the necessary facilities, skill, integrity, past experience and financial resources to perform the work in accordance with the terms and provisions of the contract.

If applicable, when the University finds that the proposed subcontractors are qualified, it will so notify the Contractor within ten (10) business days following receipt of Contractor’s written statement described above. If the University determines that a subcontractor is not qualified, it will so notify the Contractor. The Contractor must, within ten (10) business days thereafter, submit a written statement as described above with respect to other proposed subcontractors, unless the Contractor decides to do such work itself and in the University’s opinion is qualified to do such work.

University’s approval of a subcontractor shall not relieve the Contractor of any of its responsibilities, duties and liabilities under the contract. The Contractor shall be solely responsible to the University for the acts, omissions or defaults of such subcontractors and of such subcontractors' officers, agents and employees, each of whom shall, for this purpose, be deemed to be the agent or employee of the Contractor to the extent of its subcontract. No provisions of the awarded contract shall create or be construed as creating any contractual relation between the University and any subcontractor or 19

sub-subcontractor or with any person, firm or corporation employed by, contracted with or whose services are utilized by the Contractor.

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

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

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

44. Compliance During the term of any Resulting Agreement, the successful Bidder shall comply, and shall cause each of its employees, agents, subcontractors and the employees and agents of such subcontractors, if any, subcontractor, if any, to comply with all applicable laws, ordinances, rules, orders, regulations and requirements of Federal, State and municipal governments, including the requirements and conditions set forth in Exhibits A and A-1, each in their then current form attached to the Resulting Agreement and incorporated therein, and all applicable rules, regulations and policies of State University of New York, Stony Brook University and the University.

The successful Bidder shall also comply, when applicable, with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 899-aa and State Technology Law, Section 208, each as amended from time to time). The successful Bidder shall be liable for the costs associated with any breach of these provisions if caused by the negligent or willful acts or omissions of the successful Bidder or its agents, officers, employees or subcontractors..

45. Indemnification Successful Bidder (Contractor) The Successful Bidder(Contractor) shall fully indemnify, defend and save SUNY and its respective officers, agents and employees without limitation, from suits, actions, damages and costs of every name and description arising out of the acts or omissions of the Contractor in any performance under this Agreement including: i) personal injury, damage to real or personal tangible property; ii) negligence, either active or passive; and iii) infringement of any law or of a United States Letter Patent, with respect to Products and Services furnished under this Agreement, or of any copyright, trademark, trade secret or intellectual proprietary rights, provided that SUNY shall give Contractor: (a) prompt written notice of any action, claim, or threat of infringement suit, or other suit, promptness of which, shall be established by SUNY upon the furnishing of written notice and verified receipt, (b) the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and (c) assistance in the defense

of any such action is at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, SUNY may require the Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as SUNY shall require. New York State reserves the right to join such action, at its sole expense, when it determines there is an issue involving a significant public interest. 46. Liability The Successful Bidder (Contractor) understands and agrees that it is responsible for the performance of the Services in accordance with the terms and conditions of the awarded Contract. SUNY may look solely to the Contractor for remedy, redress, liability or indemnification for any failure to perform, whether caused by Contractor itself or by one or more of its officers, employees, subcontractors, agents, licensees, licensors or affiliates or any person or entity acting on behalf of Contractor in providing the Services. The Contractor shall be fully liable for the actions of its officers, employees, subcontractors, agents, licensees, licensors, or affiliates or any person or entity acting on its behalf in providing the Services and shall fully indemnify and save harmless SUNY and the State of New York from suits, actions, damages and costs of every name and description presented, brought, or recovered against SUNY and the State of New York for, or on account of any liability which may be incurred by reason of the Contractor’s performance of this Agreement.

The Contractor will be responsible for the work, direction and compensation of any person or entity it engages as an officer, expert, employee, consultant, agent, independent contractor, or subcontractor. Nothing in the contract awarded or the performance thereof by the Contractor will impose any liability or duty whatsoever on SUNY including, but not limited to, any liability for taxes, compensation, commissions, Workers' Compensation, disability benefits, Social Security, or other employee benefits for any person or entity. 47. No limitation of Liability No agreement resulting from this RFP will permit any limitation of the successful Bidder’s liability for personal injury, property damage or intellectual property infringement due to the negligence of the successful Bidder, its officers, employees or agents. 48. Insurance Upon the execution of this Agreement, (i) Contractor will shall procure at its sole cost and shall maintain in force at all times during the term of this Agreement, Commercial General Liability Insurance (CGL) covering the liability of Contractor for bodily injury, property damage, and personal/advertising injury arising from all work and operations under this contract in the amount of $1,000,000.00 per occurrence/ $2,000,000.00 in the aggregate and business automobile liability insurance with a combined single limit of $1,000,000.00 naming the State of New York, the State University of New York and the State University of New York at Stony Brook as additional insured. Copies of the certificate of insurance shall be presented to the Department of Procurement and must include proof of coverage under Contractor’s underlying insurance policy. COI’s will not be accepted without proof that Stony Brook University is in fact a covered insured or included in the scope of insurance coverage under the contractor’s source policy. Contractor shall save harmless the State of New York, the State University of New York and the State University of New York at Stony Brook from all damage and claims for damage, suits, costs recoveries and judgments which may be recovered against the State University of New York and the

State of New York or their officers, agents or employees, arising or growing out of the performance of this contract.

Each insurance carrier must be rated at least "A-"Class "VII" in the most recently published Best's Insurance Report. If during the term of the policy, a carrier's rating falls below ""A-" Class "VII", the insurance must be replaced no later than the renewal date of the policy with an insurer acceptable to The State University of New York and rated at least "A-" Class "VII" in the most recently published Best's Insurance Report.

The contractor shall require that any subcontractors hired, carry insurance with the same limits and provisions provided herein.

Certificates: Contractor, upon notice of award shall submit Certificate(s) of insurance to: The Office of Procurement, Attention: John Mastromarino, Contracts Officer. Contractor will be responsible to submit updated certificates throughout the duration of the contract term. When possible please send certificates electronically or via fax. Each Certificate must include the specific Contract number and the name of the Contract Officer.

Contractor is required to obtain any permits, insurance, bonds, etc., normally required for his/her business and employees.

All policies shall be written with insurance companies licensed to do business in the State of New York and shall be endorsed to provide that University shall receive thirty (30) days’ prior written notice in the event of cancellation, non-renewal or material modification. Upon the commencement date of this Agreement, and each anniversary date thereof, Contractor shall provide University Department of Procurement with a Certificate of Insurance evidencing the foregoing coverages.

The University represents that the State of New York does not purchase insurance against liability arising out of the acts of The State of New York, State University of New York, University, Stony Brook University Medical Center, Long Island Veterans Home, and Stony Brook Southampton Campus or their respective officers and employees. In lieu of such insurance, the State of New York self-retains for insurance purposes.

49. Worker’s Compensation Insurance and Disability Benefits Requirements Workers’ Compensation Law (WCL) §57 & §220 requires the heads of all municipal and state entities to ensure that businesses applying for permits, licenses or contracts document it has appropriate workers’ compensation and disability benefits insurance coverage. These requirements apply to both original contracts and renewals, whether the governmental agency is having the work done or is simply issuing the permit, license or contract. Failure to provide proof of such coverage or a legal exemption will result in a rejection of your bid or renewal.

1. Proof of Compliance with Workers’ Compensation Coverage Requirements:

An ACORD form is NOT acceptable proof of workers’ compensation coverage. In order to provide proof of compliance with the requirements of the Workers’ Compensation Law pertaining to workers’ compensation coverage, a contractor shall:

A) Be legally exempt from obtaining Workers’ Compensation insurance coverage; or B) Obtain such coverage from an insurance carrier; or C) Be a Workers’ Compensation Board-approved self-insured employer or participate in an authorized self-insurance plan.

A Contractor seeking to enter into a contract with the State of New York shall provide one of the following forms to the State University of New York at Stony Brook at the time of bid submission or shortly after the opening of bids:

A) Form CE-200, Certificate of Attestation for New York Entities With No Employees and Certain Out of State Entities, That New York State Workers’ Compensation and/or Disability Benefits Insurance Coverage is Not Required, which is available on the Workers’ Compensation Board’s website:(http://www.wcb.ny.gov/content/ebiz/wc_db_exemptions/requestExemptionOverview.jsp); (Reference applicable IFB/RFP and Group #s on the form.)

B) Certificate of Workers’ Compensation Insurance:

1) Form C-105.2 (9/07) if coverage is provided by the contractor’s insurance carrier, contractor must request its carrier to send this form to the State University of New York at Stony Brook, or 2) Form U-26.3 if coverage is provided by the State Insurance Fund, contractor must request that the State Insurance Fund send this form to the State University of New York at Stony Brook.

C) Form SI-12, Certificate of Workers’ Compensation Self-Insurance available from the New York State Workers’ Compensation Board’s Self-Insurance Office.

D) Form GSI-105.2, Certificate of Participation in Workers’ Compensation Group Self-Insurance available from the contractor’s Group Self-Insurance Administrator.

2. Proof of Compliance with Disability Benefits Coverage Requirements:

In order to provide proof of compliance with the requirements of the Workers’ Compensation Law pertaining to disability benefits, a contractor shall:

A) Be legally exempt from obtaining disability benefits coverage; or B) Obtain such coverage from an insurance carrier; or C) Be a Board-approved self-insured employer.

A Contractor seeking to enter into a contract with the State of New York shall provide one of the following forms to The State University of New York at Stony Brook at the time of bid submission or shortly after the opening of bids: A) Form CE-200, Certificate of Attestation for New York Entities With No Employees and Certain Out of State Entities, That New York State Workers’ Compensation and/or Disability Benefits Insurance Coverage is Not Required, which is available on the Workers’ Compensation Board’s website:(http://www.wcb.ny.gov/content/ebiz/wc_db_exemptions/requestExemptionOverview.jsp); (Reference applicable IFB/RFP and Group #s on the form.) B) Form DB-120.1, Certificate of Disability Benefits Insurance. Contractor must request its business insurance carrier to send this form to The State University of New York at Stony Brook. C) Form DB-155, Certificate of Disability Benefits Self-Insurance. The Contractor must call the Board’s Self-Insurance Office at 518-402-0247 to obtain this form.

ALL OF THE ABOVE REFERENCED FORMS, EXCEPT CE-200, SI-12 & DB-155 MUST NAME: The State University of New York at Stony Brook as the Entity Requesting Proof of Coverage (Entity being listed as the Certificate Holder).

The following are websites that contractors/vendors can refer to:

http://www.wcb.ny.gov/content/ebiz/wc_db_exemptions/requestExemptionOverview.jsp

http://www.wcb.ny.gov/content/main/Carriers/outOfStateReq.jsp

http://www.wcb.ny.gov/content/main/DisabilityBenefits/Carrier/outOfStateEmp_DB.jsp

50. Travel In the event the Contractor is required to be reimbursed for travel, reimbursement rates shall not exceed the current NYS Schedule of Allowable Reimbursable Travel Expenses, available from the New York State Comptroller at: https://www.osc.state.ny.us/agencies/travel/travel.htm.

51. Award

Receipt of this RFP does not indicate that SUNY has predetermined Bidder’s qualifications to receive a contract award. A contract award, if made, shall be based on evaluation of the bid in accordance with the criteria set forth in this RFP. The successful Bidder will be notified by SUNY by telephone and confirmed by letter or e-mail.

52. Contract Period The University anticipates that any and all contracts awarded under this RFP shall be effective by approximately April 1, 2018 or upon final approval by the New York State Attorney General and Office of the State Comptroller, whichever is later. The University shall have the right to terminate this contract early for: (i) cause; or (ii) convenience.

53. Contract Term The anticipated term for any Resulting Agreement is five (5) years, subject to any termination options provided for in the Resulting Agreement. The terms and conditions of this RFP specification shall be 24

incorporated into an agreement developed by the University as well as the successful Bidder’s response, and shall become part of any agreement award. Failure of Bidder to accept these obligations shall result in the rejection of Bidder’s response.

54. Termination The University, by 30 days’ prior written notice, may terminate any Resulting Agreement that emanates from this IFB for convenience. THE UNIVERSITY MAY ALSO TERMINATE ANY RESULTING AGREEMENT BY WRITTEN NOTICE IMMEDIATELY FOR CAUSE. CAUSE INCLUDES SUCCESSFUL BIDDER’S FAILURE TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. If the Resulting Agreement is so terminated, the University shall be liable only for payment in accordance with the payment provisions of this Agreement for services rendered prior to the effective date of termination.

The University also reserves the right to terminate any Resulting Agreement immediately for cause in the event it is determined that the certifications filed by Successful Bidder in accordance with (i) State Finance Law 139-j and 139-k were intentionally false or intentionally incomplete and/or (ii) the Department of Taxation and Finance Contractor Certification forms ST220-TD and ST220-CA were false or incomplete. The University may terminate any Resulting Agreement, upon written notice, in the event of any of the following: (i) Successful Bidder makes an assignment for the benefit of creditors; (ii) a petition in bankruptcy or any insolvency proceeding is filed by or against Successful Bidder and is not dismissed within thirty (30) days from the date of filing; or (iii) all or substantially all of the property of Successful Bidder is levied upon or sold in any judicial proceeding. The University may terminate any Resulting Agreement immediately in the event the Successful Bidder assigns, transfers, conveys or disposes of its rights, title or interest in the Agreement without the prior written consent of the University, and if applicable, the written consent of the New York State Attorney General and the New York State Office of the State Comptroller. Upon such determination, the University may exercise its termination right by providing written notification to Successful Bidder in accordance with the written notification terms of the Agreement.

55. Restrictions on the Activities of Current and Former State Officers and Employees Contractors and their employees are cautioned that the hiring of former state employees may violate the Ethics Law. The governing provisions are set forth in Paragraphs 73 and 74 of the Public Officers Law, and the underlying principle of the law is to prevent conflicts of interest, and encourage ethical behavior. The law may be found on the following web site: www.dos.state.ny.us/ethc/lawsregs.html.

While the two most relevant paragraphs of law are contained below, any questions relating to interpretation of the Public Officers Law should be directed to the Ethics Commission at (518) 432-8207 or (800) 873-8442 {(800) 87-ETHIC}.

Public Officers Law Paragraph 73(8)(a)(i) and (ii):

8. (a) (i) No person who has served as a state officer or employee shall within a period of two years after the termination of such service or employment appear or practice before such state agency or receive compensation for any services rendered by such former officer or employee on behalf of any person, firm, corporation or association in relation to any case, proceeding or application or other matter before such agency. 8. (a) (ii) No person who has served as a state officer or employee shall after the termination of such service or employment appear, practice, communicate or otherwise render services before any state agency or receive compensation for any such services rendered by such former officer or employee on behalf of any person, firm, corporation or other entity in relation to any case, proceeding, application or transaction with respect to which such person was directly concerned and in which he or she personally participated during the period of his or her service or employment, or which was under his or her active consideration.

Former State employees may be retained by a Contractor under contract with a state agency, after he or she leaves State service, provided that they are not placed back at their former agency during their two year post-employment period or engaged in any other activities that would violate the lifetime bar provision of Public Officers Law Paragraph 73(8)(a)(ii).

An individual who, following a hearing, is found to have knowingly and intentionally violated the provisions of Public Officers Law Paragraph 73(8)(a)(i) may be subject to a civil penalty in an amount not to exceed ten thousand dollars ($10,000.00) for each violation.

56. Diesel Emissions Reduction Act of 2006 The Successful Bidder (Contractor) certifies and warrants that all heavy duty vehicles, as defined in New York State Environmental Conservation Law (ECL) section 19-0323, to be used by Contractor, its agents or subcontractors under the contract awarded, will comply with the specifications and provisions of ECL section 19-0323 and any regulations promulgated pursuant thereto, which requires the use of Best Available Retrofit Technology (“BART”) and Ultra Low Sulfur Fuel (“ULSD”), unless specifically waived by DEC. Qualification for a waiver under this law will be the responsibility of Contractor. Annually, but no later than March 1st, Contractor shall complete and submit directly to SUNY, via electronic mail, the Regulated Entity Vehicle Inventory Form and Regulated Entity and Contractors Annual Report forms available at the Department of Environmental Conservation (“DEC”) website: http://www.dec.ny.gov/chemical/4754.html, for heavy duty vehicles used in the performance of the contract awarded for the preceding calendar year. The Contractor shall certify to SUNY, and submit with each application for payment, Contractor and Subcontractor Certification forms, which state that the Contractor will comply with the provisions of ECL Section 19.0323.

57. Price Escalation:

If applicable, price must remain fixed for the first year of the contract. On each anniversary date of the contract, the Contractor will or may be granted an increase and will be subject to a decrease on its bid dependent upon fluctuations in the latest published Consumer Price Index for All Items Less Food and Energy, Seasonally Adjusted (CPI-U, US City Average, All items SA). This index can be found by going to the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index at:

http://www.bls.gov/cpi/ 26

The price adjustment shall be calculated as follows:

The base index shall be the index for three (3) months prior to the month of the start date of the contract. An adjusted index shall be calculated by averaging the 12 seasonally adjusted months, ending three (3) months prior to the anniversary date of the contract. The average adjusted index is then compared with the base index and the resulting percentage of increase or decrease shall be applied to the next contract year, effective on the anniversary date of the contract. The adjusted index shall become the base index for the next subsequent contract adjustment period. In no instance should the CPI adjustment exceed three percent (3%) of the current contractor’s contract rates.

The Contractor must submit its request in writing for price adjustment three (3) months prior to the anniversary date of the contract. This request must include CPI statistical backup. The University will verify this request and will or may grant an increase or apply a decrease depending upon the CPI statistical data.

If the Contractor fails to submit its request in writing three (3) months prior to the anniversary date of the contract, Contractor will be deemed as waiving its right to any increase in price. The University will not be barred from making the appropriate adjustment in the case of a decrease determined in accordance with the above methodology. Decreases in CPI will always be applied.

The University will not accept any fuel surcharges or increases based on fuel.

58. University Rights

The State University reserves the right to request clarifications from offerers for purposes of assuring a full understanding of responsiveness and further reserves the right to permit revisions from all offerers determined to be susceptible to being selected for contract award, prior to award.

The State University reserves the right to reject separable portions of any offer, to negotiate terms and conditions consistent with the solicitation, and to make an award for any or all remaining portions.

The University reserves the right to eliminate mandatory requirements unmet by all offerers. (Please note that a mandatory requirement unmet by all offerers can only be waived if: (1) doing so is of benefit to the State; (2) doing so does not either advantage or disadvantage any offerers; and (3) potential bidders were not discouraged from submitting proposals because of that mandatory requirement.)

59. Miscellaneous A. Failure of Contractor to familiarize itself with each separate location will not relieve Contractor from responsibilities under the resulting Contract award. B. Security of Contractor’s material and equipment shall be the responsibility of the contractor.

The Department of Procurement, Purchasing Section, will be the interpreter of all contract documents.

60. State University of New York Anti-Sweatshop Policy and Procedure

A. Contractor shall ensure that all vendors that produce goods showing any Stony Brook or Seawolves mark adhere to the SUNY Anti-Sweatshop Policy and Procedures.

SUNY Document Number:7559, Anti-Sweatshop Policy, Which can be viewed at:

Link: http://www.suny.edu/sunypp/documents.cfm?doc_id=670&CFID=335922&CFTOKEN=88fba70af4703067-38730085- DB12-3E0E-3B8635B2FC11837E

SUNY Document Number:7560, Anti-Sweatshop Procedure, Which can be viewed at:

Link: http://www.suny.edu/sunypp/documents.cfm?doc_id=672&CFID=335922&CFTOKEN=88fba70af4703067-38730085- DB12-3E0E-3B8635B2FC11837E

B. Contractor shall have vendors that produce goods showing any Stony Brook or Seawolves mark complete the Certification of Compliance with Fair Labor Conditions form which can be found in the SUNY Anti-Sweatshop Procedures link above as part of procedure document 7650.

Section 3: BIDDER QUALIFICATIONS

1. Minimum Bidder Qualifications • Submit a detailed description of how your company ensures that all vendors that produce goods showing any Stony Brook University, Stony Brook Medicine, and Stony Brook Seawolves marks should be licensed, and a member of the Fair Labor Association (FLA). • Submit evidence your company has the ability to maintain an online licensee database. • Provide supporting documentation that your company shall have sufficient personnel to quickly and efficiently perform all contract services to the satisfaction of the University. Contractor shall have in its employ qualified personnel. Information needs to be online or in the bid package

2. Bidder References Bidder shall submit the following with his/her bid response:

• Evidence of at least five (5) years’ experience indicating bidder has successfully serviced at least three (3) accounts of comparable size, complexity and nature to the University. • The contractor shall provide a dossier of three (3) references with bid, indicating contractor has performed satisfactory service of a similar magnitude in the past, and shall be able to prove to the University that contractor is qualified and capable of executing this contract. Provide a list of institutions or companies comparable in size and complexity to the University, currently utilizing the bidder’s company that can be contacted as acceptable references. List names, addresses, contract name and phone number.  Prospective Bidder shall provide certified financial statements or a list of credit references or an industry acceptable form of evidence of its ability to meet the service and requirements of the SUNY Stony Brook.  Bidder shall possess and provide all applicable licenses, permits and any other certification required to engage and perform the required services. Successful vendor shall assure that licenses will not expire during the contract period.

Section 4: BID SUBMISSION

A. Bid Submission Requirements

1. Prepare a clearly readable proposal that includes all required information. 2. Bidders shall submit all information requested by SUNY in written form. Proposals need to be complete, accurate, and in the form requested. 3. Late Bids: For purposes of Bid openings, a Bid must be received at

If using U.S. postal service (USPS) or FEDEX to deliver a bid, the envelope must be delivered to: State University of New York at Stony Brook Procurement Department, Bid Section Research & Development Park Research & Support Services (RSS) Stony Brook, NY 11794-6000

Note: It is your responsibility to ensure that your company bid is received in the Procurement Department by the date/time of the bid opening.

If using UPS service to deliver a bid, the envelope must be delivered to: State University of New York at Stony Brook Procurement Department, Bid Section 17 Flowerfield, Building 17 St. James, NY 11780

on or before December 22, 2017 at 4:00 P.M. EST. A Late Bid is one that is not received at the location, date and time specified in this RFP. Any Bid received at the specified location after the time specified in this RFP will be considered a Late Bid. A Late Bid shall not be considered for award unless: (i) no timely Bids meeting the requirements of this RFP are received, or; (ii) in the case of a multiple award, an insufficient number of timely bids were received to satisfy the multiple award; (iii) and acceptance of the Late Bid is in the best interest of SUNY. Delays in United States mail deliveries or any other means of transmittal, including couriers or agents of SUNY shall not excuse Late Bid submissions. Similar types of delays, including but not limited to, bad weather, or security procedures for parking and building admittance shall not excuse Late Bid submissions. Determinations relative to bid timeliness shall be at the sole discretion of the SUNY Chancellor or her designee.

4. A quantity of five (5) complete bid package responses need to be submitted in the form of a binder. 5. A cover letter, not to exceed two (2) pages that introduces the Bidder’s business establishment. Include the complete legal business name, address, corporate address if applicable, telephone number, fax number, web site address. The names of the two (2) individuals need to be provided: the primary contact and the backup.

6. A detailed Index of the contents of the proposal. Note: you need to identify your detailed responses to the Bid Criteria in Section 5: Project Specifications under B- Technical Specifications responding to each bullet item in as much detail as possible. (i.e. include tabs for each of the technical criteria, and cost.) 7. Note: For cost, a pricing page is provided, you must use this Pricing Page when submitting your company rates. 8. Complete the Pricing Page and include it as a tab. 9. Complete the first page of the bid. Sign, provide your vendor name, address, phone number, fax number, Federal I.D. number, web/email address. 10. Complete Exhibit L (Lobbying Law), Exhibit D (Non-Collusive Bidding Certification) Exhibit A, A-1, Exhibit V (Vendor Responsibility), ST220 Tax Forms, if applicable Exhibit M (MWBE Forms), if applicable Exhibit SDVOB (Service-Disabled Veteran-Owned Business) and Exhibit N (Subcontracting Form)

YOU MUST COMPLETE ALL OF THE REQUIRED SUBMITTALS AND ALL ITEMS ON THE PRICING PAGE.

INCOMPLETE OR PARTIAL BID PROPOSALS WILL BE CONSIDERED NON RESPONSIVE AND WILL NOT BE ACCEPTED.

B. Bidder Questions All questions must be submitted in writing, citing the particular IFB page, section and paragraph number where applicable. All questions must be mailed or e-mail: [email protected] to arrive no later than Thursday December 7, 2017 at 5:00 p.m. est. (Close of Business) using the form included as Attachment A - Question Submittal Form page 41. Questions received after the closing date for inquiries will not be answered. Answers to all questions, as well as copies of the questions, will be given to all companies who have responded to the IFB request. Only written answers are official.

Answers to all questions, as well as copies of the questions, will be given to all companies who have responded to the IFB request and posted on the Procurement Dept. website: https://www.asa.stonybrook.edu/Procurement/CurrentBidOpportunities/Vendors/Account/LogIn.

Any cost incurred by the bidder in the preparation of proposal, is the sole responsibility of the bidder and will not be reimbursed by the University.

C. Pre-Bid Proposal Meeting

THERE WILL NOT BE MANDATORY BIDDERS CONFERENCE. It is very important all bidders seek clarifications during the question during the question period listed above in section b.

D. Minor Irregularities

Bids that contain minor irregularities, such as those submitted without a proper Bid Security, or in the wrong form, or executed improperly, shall be considered informal. Informal proposals may be considered in selecting a low bidder where the public interest will be promoted thereby.

E. Extraneous Terms 31

Bids shall conform to the terms set forth in this RFP. Extraneous terms or material deviations (including additional, inconsistent, conflicting or alternative terms) may render the Bid non-responsive and may result in rejection of the Bid. Extraneous term(s) submitted on standard, pre-printed forms (including but not limited to: product literature, order forms, license agreements, contracts or other documents) that are attached or referenced with submissions shall not be considered part of the Bid or resulting Contract, but shall be deemed included for informational or promotional purposes only.

Only those extraneous terms that meet all the following requirements may be considered as having been submitted as part of the Bid: a. Each proposed extraneous term (addition, deletion, counter-offer, deviation, or modification) must be specifically enumerated in a writing which is not part of a pre-printed form; and b. The writing must identify the particular specification requirement (if any) that Bidder rejects or proposes to modify by inclusion of the extraneous term; and c. The Bidder shall enumerate the proposed addition, counter offer, modification or deviation from the Bid Document, and the reasons therefore.

No extraneous term(s), whether or not deemed “material,” shall be incorporated into a Contract or Purchase Order unless submitted in accordance with the above and the Chancellor or her designee expressly accepts each such term(s) in writing. Acceptance and/or processing of the Bid shall not constitute such written acceptance of Extraneous Term(s).

Section 5: PROJECT SPECIFICATIONS

A. Scope of Services Stony Brook University desires to engage an agent to license the use of Stony Brook University and Stony Brook Medicine and Stony Brook Seawolves owned indicia (see Appendix A) including names, designs, trademarks, service marks, logo, graphics and symbols in connection with the marketing of various articles of merchandise sold through retail channels in the United States of America, its territories, possessions and the Commonwealth of Puerto Rico as well as U.S. military bases abroad, and other international countries, as well as items purchased for institutional (promotional) use.

1. Subject to limitation, the University will appoint the Contractor as University’s exclusive agent to appoint licensees to use the Indicia on a non-exclusive basis merchandise sold through retail channels in the Territory and to conduct Promotions in the Territory in the manner, but only in the manner, hereinafter set forth. It will be the Contractor’s responsibility to actively recruit these licenses. Contractor shall grant non-exclusive licenses at University’s request.

2. Contractor will permit the use of the Indicia only in connection with merchandise and promotions of the kind or character approved by the University. Contractor will acknowledge that if merchandise sold by licensees were of inferior quality in design, material or workmanship, the substantial goodwill which the University possesses in the Indicia may be impaired. Accordingly, the Contractor shall undertake and insure that the marketing will be done in such a way as to preserve the integrity, character and dignity of University and that the items of merchandise shall be of high quality. To assure the implementation of the stated purposes the Contractor needs to:

 Design Submission Management:

- For merchandise of the types described in Appendix B attached hereto, Contractor will inspect a sample of the merchandise, and shall submit to the University for its approval in accordance with the time constraints mentioned below, specification descriptions of the merchandise, photographs thereof, and, if amenable, sample swatches. In addition, when appropriate, on a rotating basis with other universities being represented by the Contractor with regard to the same merchandise. Contractor may submit actual samples to one or more of said other universities. If approved by the University and if Contractor believes that the sample is of the quality outlined herein, Contractor may approve the sample as the prototype of merchandise for production and sale. At any time, for any reason University can request a physical sample prior to approval/disapproval. This will be at the Contractor’s expense.

- For merchandise of types not described in Appendix B or for which the Indicia to be used thereon depart significantly from the Indicia in Appendix A, Contractor shall, before it permits the sale or distribution of any item of merchandise, furnish to University free of cost, for its approval, a sample of each item of merchandise.

- Recognizing the time constraints of production schedules, University shall be given two weeks from receipt of a sample for approval in which to approve said sample, and in the absence of approval, or upon earlier written rejection, the sample shall be deemed as rejected to serve as an example of quality for that item. Only items manufactured in accordance with the corresponding 33

samples accepted hereunder, and which have substantially the same relative quality position in the marketplace, as do the samples thereof, may be permitted to bear the Indicia. However, Contractor may furnish to University a further sample of any items of merchandise for which a change in quality, style and/or appearance is desired, and University shall have two weeks from receipt thereof in which to approve the further sample in writing; failure to approve will be deemed to be rejection of the further sample as an example of quality for that item merchandise.

- Contractor will submit to University for its approval in advance all Promotions developed by the Contractor.

- Contractor will enforce that all licensees will provide a production proof to the marketing and licensing department

- Contractor will ensure that the names and marks of the University will not be used in the promotion of alcohol, tobacco, and “recreational” drug products.

3. Royalties shall be paid on all goods showing any university or athletics marks with the exception of awards, uniforms and signage.

B. Technical Specifications

Please respond by providing details to each of the criteria listed below. (Provide as much detail as possible to each bullet.)

Technical: Is worth 70% in total as follows.

Bid Criteria:

A. Customer Service 20% • Describe in detail a communications plan for University and licensees. • List in detail the licensee application and renewal process. • Provide examples of a digital online style guide and design submission system. • Address how your company would solve the problem of vendors having difficulty digitizing Stony Brook logos for embroidery. • Provide details/examples of contractor’s steady communications through online submission, verbal, electronic and print. • Provide an outline design submission system for licensees to submit designs for review and approval of artwork. • Provide details about the contractor’s ability to create digital access to Stony Brook Style Guide (Appendix B). • Provide information on how the licensees will be advised to use University brand fonts and how this will be managed if licensees are unable to comply. • Provide details how the contractor will process applications and renewals in a timely manner, and maintain an online licensee database. • Provide examples of how your company structures licensing programs for campus ring sales

B. New Business 20% • Submit a copy of your company strategic plan for increasing local, regional and national off- campus retail outlets. • Explain how the company will explore and secure new local retail outlets for distribution of university logo merchandise. • Provide a strategic plan outlining targeted stores, meeting dates, and potential product mix. • Provide examples of how contractor will keep current on industry trends. • Give examples of event plans for vendor showcase and on-campus promotions. • Provide details on how often your company will be able to schedule meetings with a prospective retailer where University staff could be present for sales pitch. • Provide example of how your company will promote the University through management company’s print materials, web sites, events and contracts. • Provide outreach plan for promoting Stony Brook through management company’s business and operations. • Describe in detail how Stony Brook could capitalize on opportunities where sales would potentially increase dramatically, e.g. College World Series, Bowl Games, etc. What would your company advise the University do to be prepared? What would your company do?

C. Reporting 20% • Provide reports and plans for producing royalty statements and licensees revenue standings. • Give sample reports and plans for measuring, reporting and communicating licensee compliance for royalty submissions, logo usage and hangtags. • Confirm your company will provide timely reports on licensees and royalty statements and checks quarterly and supply any supporting documentation. • Confirm your company will provide semi-annual review for Collegiate Licensed Products (CLP) hangtags and supply any supporting documentation in both on-campus stores, at athletic events, and at off-campus retailers. • Confirm your company will manage compliance reviews by providing systematic checks to ensure vendor compliance with royalties, logo usage and supply any supporting documentation. • Supply copies of quality control documents or company maintenance plan.

D. Value Add On 10% • Give samples of what your company does above the normal standard business practices. • Describe in detail strategies for producing merchandise catalogs. Include format (digital and/or print), page count, product mix, price points, and funding options. • Advise if your company has a program to ensure participation from minority, women and Service- Disabled Veteran-Owned Business companies. Stony Brook University shall reserve the right to waive in or greatly alter the license application requirements to ensure minority and women owned business participation. • Provide information if your company has a code of conduct policy and/or a section on your website to add the SUNY Anti-Sweatshop Procedure document Certification of Compliance with Fair Labor Conditions as mentioned in Section 2, item 60.

C. Cost Specifications Cost: Is worth 30% of the bid. Please use the “Pricing Page” provided in this bid proposal when submitting your company pricing. Your company must provide pricing for each category and each item within the category to be considered for award. D. Method of Award

This RFP is part of a competitive procurement process designed to serve the best interests of the State University of New York and the People of the State of New York. It is also designed to provide all bidders with a fair and even opportunity to have their services considered. SUNY will conduct a comprehensive review of each responsive bid submitted in accordance with the terms of this RFP. Proposals will be evaluated on the basis of “best value” by an evaluation committee comprised of SUNY representatives, and shall be conducted in the following steps:

1. Administrative Review Each bid received by the due date and time will be screened for completeness of submission in accordance with Section 4, Bid Submission Requirements.

2. Review of Bidder Qualifications Each bid remaining after the Administrative Review will be advanced to the evaluation committee for determination of whether Bidder has met the requirements of Section 3, Bidder Qualifications.

3. Technical Evaluation Each bid remaining after review of Bidder Qualifications will advance for review and independent evaluation and scoring by the technical review evaluation committee.

4. Financial Evaluation The Financial Proposals of each bid remaining after the Technical Evaluation will be independently evaluated and scored by the designated contract officer.

5. Presentation, Demonstration, Interview Bidders receiving the three (3) highest combined Technical and Financial scores may be invited to make a presentation to discuss their proposal. If such presentations are to be held, SUNY will notify the Bidders and schedule the time and location. The presentation will provide an opportunity for these bidders to clarify or elaborate on their proposals, but shall in no way change their original proposals. The presentation/demonstration/interview will be evaluated and scored by the Evaluation Committee. All costs associated with the Bidder’s attendance will be borne by the Bidder.

6. Selection This bid is being conducted as a Request for Proposal (RFP) where the award is based on “Best Value” to the University.

There are two (2) evaluation categories as follows:

I. Cost: This category is worth 30% of the bid. The bidder who submits the most lucrative price for the University will receive the highest number of points. Each additional bidder will receive points in proportion to the most lucrative price.

II. Technical: This category is worth 70% of the bid. The bidder who supplies the most detailed information, proof of ability and supporting documentation to meet the criteria will receive the highest number of points. Listed below are the Four (4) criteria assigned individual weights totaling 100% as follows:

Criteria Description Weight

A. Customer Service 20%

B. New Business 20%

C. Reporting 15%

D. Value Add On 15%

=70%

The criteria above will be evaluated and scored by the University on a scale of 1-5, with 5 being the highest using the following proportion tool:

Scale- Key 1=20% 2=40% 3=60% 4=80% 5=100%

The University will add the results from “Cost” plus the results from “Technical” together to come up with the “Composite” score for each bidder.

THE AWARD WILL GO TO THE BIDDER WHO SCORES THE HIGHEST COMPOSITE SCORE.

Section 6: PRICING PAGE

(A)Estimated Dollars (B) Percentage of Royalties (C) Dollar Amount of of Revenue Annually: Collected & Royalties Collected & Times Paid to University Equals Paid to University (A x B = C)

(1st) 25,000.00* (x) ______% (=) $______(2nd) 25,000.00 * (x) ______% (=) $______

(in excess of) $50,000.00* (x) ______% (=) $______

Grand Total: $______

(*Estimate of total paid to the University based on annual royalties of approximately $125,000)

COMPANY NAME ______

FEDERAL ID# ______

AUTHORIZED SIGNATURE ______

TO BE CONSIDERED FOR AWARD, BIDDER SHALL BID ON THIS DOCUMENT AS SPECIFIED. PREVIOUS BIDS OR QUOTATIONS TO DEPARTMENTS OR TO THE PURCHASING DEPARTMENT WILL NOT BE CONSIDERED.

IT IS THE POLICY OF THE STATE UNIVERSITY OF NEW YORK TO TAKE AFFIRMATIVE ACTION TO ENSURE THAT MINORITY AND WOMAN-OWNED BUSINESS ENTERPRISES ARE GIVEN THE OPPORTUNITY TO DEMONSTRATE THEIR ABILITY TO PROVIDE THE UIVERSITY WITH GOODS AND SERVICES AT COMPETITIVE PRICES.

STATE UNIVERSITY OF NEW YORK AT STONY BROOK IS AN AFFIRMATIVE ATION/EQUAL OPPORTUNITY EDUCATOR AND EMPLOYER.

NOTE: A copy of bidder’s Standard Terms and Conditions will not be considered relevant to his/her bid and should not be included with this bid.

Section 7: PERFORMANCE STANDARDS

Performance Evaluation This contract is subject to performance evaluations required throughout the term of the agreement. An example of the performance evaluation tool is shown below. Performance evaluations shall be used to assess and evaluate the Contractor’s performance in accordance with the terms and conditions of the Contractor’s award. Performance concerns, if any, shall be addressed by the University and evaluation results may be considered in determining Contractor responsibility and continuation of Contractor’s award or consideration for future awards.

P=Poor (1) Contractor does not meet task requirements. Contractor is unable to solve problems and seeks University assistance for problem resolution. F=Fair (2) Contractor meets standards in performing required tasks. Contractor is able to solve basic problems. Contractor only seeks University assistance on complex unusual problems. Contractor shows initiative in problem resolution. G=Good (3) Contractor exceeds some standards in performing required tasks. Contractor resolves problems with only minimal University supervision and assistance. Contractor does not wait to be told about problems before resolving. E=Excellent (4) Contractor exceeds most standards in performing required tasks and work is highly professional. Contractor is pro-active and takes an aggressive approach in identifying problems and their resolution. Performance Poor Fair Good Excellent Comments Conformance to Service Requirements of Contract Timeliness of Service Cost/Price Control Accuracy and Promptness of Billing Customer Service and Support Timely Complaint Resolution Professionalism of Staff Services Meet Customer Needs Overall Contractor Performance

STANDARD OF PERFORMANCE. The successful proposer (“The Company”) shall perform according to the terms and conditions as stated herein, and according to the highest standards and commercial practices for above mention services. Instances of poor performance by the Company will be documented and submitted to the Company for immediate review and corrective action. Failure to cure and continued poor performance may be deemed a breach of the specifications of the RFP, and may be grounds for immediate termination of the contract. A review meeting will be called between the Company and the University when documented instances of poor performance occur. A plan for corrective action agreeable to both parties will be drafted and implemented. The University retains the absolute right to assess whether and when performance is subsequently acceptable.

Section 8: PRICING SUMMARY

FORMS: ALL BIDDERS are required to complete and sign FORMS B & C of the attached Exhibit L (NYS Lobbying Law certifications). Failure to cooperate with the requirements of this law and/or failure to disclose accurate and complete information in a timely manner will disqualify a Bidder from receiving an award from this RFP.

COMPANY NAME ______

FEDERAL ID# ______

AUTHORIZED SIGNATURE ______

TO BE CONSIDERED FOR AWARD, VENDOR SHALL BID ON THIS DOCUMENT AS SPECIFIED. PREVIOUS QUOTATIONS TO DEPARTMENTS OR TO THE PURCHASING DEPARTMENT WILL NOT BE CONSIDERED.

IT IS THE POLICY OF THE STATE UNIVERSITY OF NEW YORK TO TAKE AFFIRMATIVE ACTION TO ENSURE THAT MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES ARE GIVEN THE OPPORTUNITY TO DEMONSTRATE THEIR ABILITY TO PROVIDE THE UNIVERSITY WITH GOODS AND SERVICES AT COMPETITIVE PRICES.

STATE UNIVERSITY OF NEW YORK AT STONY BROOK IS AN AFFIRMATIVE ACTION/EQUAL OPPORTUNITY EDUCATOR AND EMPLOYER.

NOTE: A copy of bidder’s Standard Terms and Conditions will not be considered relevant to his/her bid and should not be included with this bid.

Section 9: ATTACHMENT A/QUESTION SUBMITTAL FORM

ATTACHMENT A E-MAIL: [email protected] QUESTION SUBMITTAL FORM 17/18-047MC

COMPANY/BIDDER:

DATE:

IFB (RFP) PAGE: IFB (RFP) SECTION: IFB (RFP) PARAGRAPH:

QUESTION:

DATE:

RESPONSE:

RESPONSE PREPARED BY:

SIGNATURE: ______

State University of New York Notary Acknowledgement

(ACKNOWLEDGEMENT BY INDIVIDUAL)

STATE OF NEW YORK ) COUNTY OF ) ss.:

On this day of , 20 , before me personally came , to me known and known to me to be the person described in and who executed the foregoing instrument and he/she acknowledged to me that he/she executed the same.

Notary Public

(ACKNOWLEDGEMENT BY UNINCORPORATED ASSOCIATION)

STATE OF NEW YORK ) COUNTY OF ) ss.:

On this ______day of ______, 20___, before me personally came ______, to me known and known to me to be the person who executed the above instrument, who, being duly sworn by me, did for himself/herself depose and say that he/she is a member of the firm of ______and that he/she executed the foregoing instrument in the firm name of ______and that he/she had authority to sign same, and he/she did duly acknowledge to me that he/she executed the same as the act and deed of said firm of ______for the uses and purposes mentioned therein.

Notary Public

(ACKNOWLEDGEMENT BY CORPORATION)

STATE OF NEW YORK ) COUNTY OF ) ss.:

On this ___ day of ______, 20__, before me personally came ______, to me known, who being duly sworn, did depose and say that he/she resides in ______; that he/she is the ______(title) of ______(firm), the corporation described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by the order of the Board of Directors of said corporation, and that he/she signed his/her name thereto by like order.

Notary Public

THIS PAGE SHALL BE SIGNED IN THE ORIGINAL AND NEEDS TO ACCOMPANY EACH COPY OF YOUR COMPANY BID.

Attachment 1: Bid Submission Checklist

 Description

RFP (page 1) Summary Information Form

Notary Acknowledgement Form

Attachment 1: Bid Submission Checklist

Responses To Technical Criteria

Completed Pricing Page

Vendor Responsibility: File either the required Vendor Responsibility Questionnaire online via the New York State VendRep System or complete and submit a paper questionnaire. Select one: Completed online questionnaire Paper copy of questionnaire included in Bid.

Exhibit A (Standard Contract Clauses)

Exhibit A-1 (Affirmative Action Clauses)

Exhibit D (Non-Collusive Bidding Certification)

Exhibit L (Procurement Lobbying Law)

Exhibit T (ST 220 Tax Certification)

Exhibit M (MWBE Forms) if applicable

Exhibit N (NYS Subcontractors)

Exhibit SDVOB (Service-Disabled Veteran-Owned Business) if applicable

Exhibit V (Vendor Responsibility Questionnaire)

Attachment 2: Bidder Qualifications Submission Form

Minimum Bidder Qualifications:

Minimum Qualification Bidder Response Description 1.

References:

References Company Address: Contact Name, email Length of time as Estimated Total Name: address, Phone # your customer Annual Sales

Contract Terminations Company Address: Contact Name, Date of Contract Reason for Name: email address, Termination Contract Phone # Termination

Attachment 3: New York State Apparel Workers Fair Labor Conditions and Procurement Act Compliance

New York State apparel workers fair labor conditions and procurement act compliance:. In accordance with Chapter 350 of the Laws of New York 2002, the State University of New York at Stony Brook will not enter into a contract for the purchase of any apparel with a bidder unable or unwilling to provide documentation that:

a) Such apparel was manufactured in compliance with all applicable labor and occupational safety laws including, but not limited to, child labor laws, wage and hour laws and workplace safety laws;

b) If known, the name and address of each subcontractor to be utilized and all manufacturing plants utilized by the bidder or subcontractor.

The following Bidder Certification Statement must be completed and signed by the bidder and must be notarized for inclusion in bidder’s apparel bid response documents in compliance with this Law.

Bidder Certification of Compliance with Fair Labor Conditions

______certifies that he/she is______(Name of Individual) (Title e.g. Owner, President) of ______conducting business at ______(Name of Business) (Business address)

In response to Bid No. 17/18-047MC (RFP) issued by The State University of New York at Stony Brook for an agent to license the use of University-owned indicia, including designs, trademarks, service marks, logo, graphics and symbols in connection with the marketing of various articles of merchandise sold through retail channels certifies that:

(A) the items of apparel described in the RFP were or will be manufactured in compliance with all applicable labor and occupational safety laws, including, but not limited to, child labor laws, wage and hour laws and workplace safety laws; (B) the name and address of each subcontractor utilized or to be utilized in the manufacture of such apparel are:______; (C) the manufacturing plants utilized or to be utilized in the production of the apparel are: ______.

I affirm under penalty of law that the information provided in this certification is accurate and that no false information has been provided.

Signature: ______

Printed Name: ______NOTARY PUBLIC

State of ______

County of ______

Signed and sworn to before me this ______day of ______, 200_____.

Signature: ______STAMP/SEAL

Attachment 4: Diversity Practices Questionnaire

I, ______, as ______(title) of ______firm or company (hereafter referred to as the company), swear and/or affirm under penalty of perjury that the answers submitted to the following questions are complete and accurate to the best of my knowledge:

1. Does your company have a Chief Diversity Officer or other individual who is tasked with supplier diversity initiatives? Circle one: Yes / No

If Yes, provide the name, title, description of duties, and evidence of initiatives performed by this individual or individuals.

2. What percentage of your company’s gross revenues (from your prior fiscal year) was paid to New York State certified minority and/or women-owned business enterprises as subcontractors, suppliers, joint-venturers, partners or other similar arrangement for the provision of goods or services to your company’s clients or customers? ______%

3. What percentage of your company’s overhead (i.e. those expenditures that are not directly related to the provision of goods or services to your company’s clients or customers) or non-contract-related expenses (from your prior fiscal year) was paid to New York State certified minority- and women-owned business enterprises as suppliers/contractors?1 ______%

4. Does your company provide technical training2 to minority- and women-owned business enterprises? Circle one: Yes / No

If Yes, provide a description of such training which should include, but not be limited to, the date the program was initiated, the names and the number of minority- and women-owned business enterprises participating in such training, the number of years such training has been offered and the number of hours per year for which such training occurs.

1 Do not include onsite project overhead.

2 Technical training is the process of teaching employees how to more accurately and thoroughly perform the technical components of their jobs. Training can include technology applications, products, sales and service tactics, and more. Technical skills are job-specific as opposed to soft skills, which are transferable.

5. Is your company participating in a government approved minority- and women-owned business enterprise mentor-protégé program? Circle one: Yes / No

If Yes, identify the governmental mentoring program in which your company participates and provide evidence demonstrating the extent of your company’s commitment to the governmental mentoring program.

6. Does your company include specific quantitative goals for the utilization of minority- and women-owned business enterprises in its non-government procurements? Circle one: Yes / No

If Yes, provide a description of such non-government procurements (including time period, goal, scope and dollar amount) and indicate the percentage of the goals that were attained.

7. Does your company have a formal minority- and women-owned business enterprise supplier diversity program? Circle one: Yes / No

If Yes, provide documentation of program activities and a copy of policy or program materials.

8. Does your company plan to enter into partnering or subcontracting agreements with New York State certified minority- and women-owned business enterprises if selected as the successful respondent? Circle one: Yes / No

If Yes, complete the MWBE Utilization Plan, Form No. 7557-107.

All information provided in connection with the questionnaire is subject to audit and any fraudulent statements are subject to criminal prosecution and debarment.

Signature of Owner/Official

Printed Name of Signatory

Title

Name of Business

Address

City, State, Zip

Attachment 5: Service Level Agreement

This Service Level Agreement ("SLA") sets forth the service level if the remedies set forth in this section are applied, any failure of and performance objectives of the Firm/Vendor/Vendor in the Firm/Vendor/Vendor to meet the requirements in this SLA providing hosting services (the "Services") to SUNY. The will not constitute a breach of the Agreement. Firm/Vendor/Vendor will use commercially reasonable efforts to 3. Monitoring. meet the following service level and performance objectives to Firm/Vendor/Vendor will monitor and maintain support the operation of the facilities, server(s), computer Firm/Vendor/Vendor's Systems in working order each day (24 x 7). equipment, operating software and connectivity used to provide Firm/Vendor/Vendor will proactively manage and monitor all the Services to SUNY. application server hardware devices and software to ensure optimal 1. Uptime Commitment. performance and reliability as well as to detect abnormal events or The Firm/Vendor/Vendor will use commercially reasonable exceeded utilization or performance thresholds. efforts to ensure the Firm/Vendor/Vendor's Systems are Firm/Vendor/Vendor will proactively monitor the status of the available 99.9% of the time (the "Uptime Commitment"). All operating systems (e.g., CPU, disk I/O, memory, processes, etc.), Uptime Commitment will be measured within the critical application layer daemons and processes and trigger Firm/Vendor/Vendor’s System on a monthly basis calculated to appropriate event notification alarms caused by errors, exceeded include twenty-four (24) hours per day over each month, but thresholds, etc. excluding from the numerator and denominator in the 3.1 Maintenance. calculation the duration in time of any temporary shutdowns Firm/Vendor/Vendor will operate, monitor and administer all due to scheduled maintenance (which will not exceed in the servers, applications and networks supporting the Services. In order aggregate sixteen (16) hours per month), telecommunications or to provide such coverage, Firm/Vendor/Vendor may utilize a mixture power disruptions caused by third parties, and any other causes of on-site and on-call support staff, automated server monitoring and beyond Firm/Vendor/Vendor's reasonable control. The automated paging technology. Contactor’s on-site coverage is during Firm/Vendor/Vendor agrees to notify the Group promptly of any Firm/Vendor/Vendor’s normal business hours, Monday through factor, occurrence, or event coming to its attention that may Friday, excluding holidays recognized by Firm/Vendor/Vendor. affect the Firm/Vendor/Vendor’s ability to meet the Uptime 3.2 Scheduled Outages. Commitment, or that is likely to cause any material interruption in the Services. Maintenance outages, if necessary, will be conducted at a time and in a manner to minimize adverse impacts on the Services. Maintenance 2. Exclusive Remedy. outages will include, but are not limited to the installation of The Firm/Vendor/Vendor will use commercially reasonable upgrades, service packs and routine server or application efforts to correct any material problems in the Services, including configuration changes. Other maintenance outages may be necessary any failure to satisfy the Uptime Commitment. In the event that from time to time. the Firm/Vendor/Vendor fails to satisfy the Uptime 3.3 Change Control. Commitment for a given month, the Group’s sole and exclusive remedy will be to receive a service credit equal to the following Firm/Vendor/Vendor will install new equipment, software, releases, percentage of the monthly fees for the Services for the stated upgrades, fixes, patches and other items necessary to maintain uptime: Firm/Vendor/Vendor's Systems to industry standards. Firm/Vendor/Vendor will proactively gather information from 97% to 99.9% 15% appropriate server, peripheral, operating system or database vendors 94% to 96.9% 25% regarding upgrades, defect patches or fixes. 3.4 Notice. 92% to 93.9% 50% Firm/Vendor/Vendor will use commercially reasonable efforts 90% to 91.9 75% to give the Group three (3) days notice prior to all non-routine Below 90% 100% management, maintenance, change control or other actions by Firm/Vendor/Vendor that may material impact the Service In no event will the service credit exceed the monthly fees paid adversely. by SUNY for the Services. SUNY acknowledges and agrees that