Specifications

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Solicitation XXX – Appendix _ - Sample Contract
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assignment of functions under which the pertinent functions of OGS as an agency are
transferred to a successor agency or subdivision of the State.
17. NOTICES
All notices, demands, designations, certificates, requests, offers, consents, approvals and other
instruments given pursuant to this Agreement shall be in writing and shall be validly given when
mailed by registered or certified mail, overnight carrier or hand delivered, (i) if to the State,
addressed to the State at its address set forth above, and (ii) if to Contractor, addressed to
Contractor at its address set forth above. The parties may from time to time, specify any
address in the United States as its address for purpose of notices under this Agreement by
giving fifteen (15) days written notice to the other party. The parties agree to mutually designate
individuals as their respective representatives for the purposes of this Agreement.
18. CAPTIONS
The captions contained in this Agreement are intended for convenience and reference purposes
only and shall in no way be deemed to define or limit any provision thereof.
19. SEVERABILITY
In the event that any one or more of the provisions of this Agreement shall for any reason be
declared unenforceable under the laws or regulations in force, such provision will not have any
effect on the validity of the remainder of this Agreement, which shall then be construed as if
such unenforceable provision had never been written or was never contained in this Agreement.
20. IRAN DIVESTMENT ACT
By entering into this Contract, Contractor certifies that it is not on the “Entities Determined To Be
Non-Responsive Bidders/Offerers Pursuant to The New York State Iran Divestment Act of 2012”
list (“Prohibited Entities List”) posted on the OGS website at:
http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf and further certifies that it will not utilize
on such Contract any subcontractor that is identified on the Prohibited Entities List. Contractor
agrees that should it seek to renew or extend this Contract, it must provide the same
certification at the time the Contract is renewed or extended. Contractor also agrees that any
proposed Assignee of the Contract will be required to certify that it is not on the Prohibited
Entities List before OGS may approve a request for Assignment of Contract.
During the term of the Contract, should OGS receive information that a person (as defined in
State Finance Law §165-a) is in violation of the above-referenced certifications, OGS will review
such information and offer the person an opportunity to respond. If the person fails to
demonstrate that it has ceased its engagement in the investment activity which is in violation of
the Act within 90 days after the determination of such violation, then OGS shall take such action
as may be appropriate and provided for by law, rule, or contract, including, but not limited to,
seeking compliance, recovering damages, or declaring the Contractor in default.