Specifications

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Solicitation XXX – Appendix _ - Sample Contract
Service Provided
Location
implied, which is not contained herein shall be binding or valid and this Agreement shall not be
changed, modified or altered in any manner except by an instrument in writing executed by both
parties hereto.
13. EXECUTORY CLAUSE
This Agreement shall be deemed executory only to the extent of money available to the State
for performance of the terms hereof and no liability on account thereof shall be incurred by the
State of New York beyond moneys available for purposes thereof.
14. INCONSISTENCIES
In the event of any discrepancy, disagreement or ambiguity between this contract agreement
and Appendix B "Solicitation" and/or Appendix C "Proposal", or between any Appendices, the
documents shall be given preference in the following order to interpret and to resolve such
discrepancy, disagreement or ambiguity:
(i) Appendix A
(ii) This contract agreement
(iii) Appendix B – Solicitation #XXXX including Addenda
(iv) Appendix C – Contractor’s Proposal
The parties understand and agree that any and all deviations or exceptions taken by Contractor
to the State's Request for Proposal are hereby withdrawn except only to the extent that such
exceptions or deviations have been explicitly incorporated into this contract agreement.
15. FORCE MAJEURE
Neither party hereto will be liable for losses, defaults, or damages under this Agreement which
result from delays in performing, or inability to perform, all or any of the obligations or
responsibilities imposed upon it pursuant to the terms and conditions of this Agreement, due to
or because of acts of God, the public enemy, acts of government, earthquakes, floods, strikes,
civil strife, fire or any other cause beyond the reasonable control of the party that was so
delayed in performing or so unable to perform provided that such party was not negligent and
shall have used reasonable efforts to avoid and overcome such cause. Such party will resume
full performance of such obligations and responsibilities promptly upon removal of any such
cause.
16. ASSIGNMENT BY STATE
The State agrees not to assign this Agreement without prior notice to and reasonable consent of
the Contractor provided, however, that this Agreement may be assigned without such consent
to another agency or subdivision of the State pursuant to a governmental reorganization or