Common use of Vendor Responsibility Clause in Contracts

Vendor Responsibility. 1. If a Contractor is required to complete a Questionnaire, the Contractor covenants and represents that it has, to the best of its knowledge, truthfully, accurately and thoroughly completed such Questionnaire. Although electronic filing is preferred, the Contractor may obtain a paper form from the OSC prior to execution of the Master Contract. The Contractor further covenants and represents that as of the date of execution of the Master Contract, there are no material events, omissions, changes or corrections to such document requiring an amendment to the Questionnaire. 2. The Contractor shall provide to the State updates to the Questionnaire if any material event(s) occurs requiring an amendment or as new information material to such Questionnaire becomes available. 3. The Contractor shall, in addition, promptly report to the State the initiation of any investigation or audit by a governmental entity with enforcement authority with respect to any alleged violation of Federal or state law by the Contractor, its employees, its officers and/or directors in connection with matters involving, relating to or arising out of the Contractor’s business. Such report shall be made within five (5) business days following the Contractor becoming aware of such event, investigation, or audit. Such report may be considered by the State in making a Determination of Vendor Non-Responsibility pursuant to this section. 4. The State reserves the right, in its sole discretion, at any time during the term of the Master Contract: a) to require updates or clarifications to the Questionnaire upon written request; b) to inquire about information included in or required information omitted from the Questionnaire; c) to require the Contractor to provide such information to the State within a reasonable timeframe; and d) to require as a condition precedent to entering into the Master Contract that the Contractor agree to such additional conditions as shall be necessary to satisfy the State that the Contractor is, and shall remain, a responsible vendor; and e) to require the Contractor 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. By signing the Master Contract, the Contractor agrees to comply with any such additional conditions that have been made a part of the Master Contract. 5. The State, in its sole discretion, reserves the right to suspend any or all activities under the Master Contract, at any time, when it discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor shall 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 State issues a written notice authorizing a resumption of performance under the Master Contract. 6. The State, in its sole discretion, reserves the right to make a final Determination of Non- Responsibility at any time during the term of the Master Contract based on: a) any information provided in the Questionnaire and/or in any updates, clarifications or amendments thereof; or b) the State’s discovery of any material information which pertains to the Contractor‘s responsibility. 7. Prior to making a final Determination of Non-Responsibility, the State shall provide written notice to the Contractor that it has made a preliminary determination of non- responsibility. The State shall detail the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard.

Vendor Responsibility. 1. If a Contractor is required to complete a Questionnaire, the Contractor covenants and represents that it has, to the best of its knowledge, truthfully, accurately and thoroughly completed such Questionnaire. Although electronic filing is preferred, the Contractor may obtain a paper form from the OSC prior to execution of the Master Contract. The Contractor further covenants and represents that as of the date of execution of the Master Contract, there are no material events, omissions, changes or corrections to such document requiring an amendment to the Questionnaire. 2. The Contractor shall provide to the State updates to the Questionnaire if any material event(s) occurs requiring an amendment or as new information material to such Questionnaire becomes available. 3. The Contractor shall, in addition, promptly report to the State the initiation of any investigation or audit by a governmental entity with enforcement authority with respect to any alleged violation of Federal or state law by the Contractor, its employees, its officers and/or directors in connection with matters involving, relating to or arising out of the Contractor’s business. Such report shall be made within five (5) business days following the Contractor becoming aware of such event, investigation, or audit. Such report may be considered by the State in making a Determination of Vendor Non-Responsibility pursuant to this section. 4. The State reserves the right, in its sole discretion, at any time during the term of the Master Contract: a) a. to require updates or clarifications to the Questionnaire upon written request; b) b. to inquire about information included in or required information omitted from the Questionnaire; c) c. to require the Contractor to provide such information to the State within a reasonable timeframe; and d) d. to require as a condition precedent to entering into the Master Contract that the Contractor agree to such additional conditions as shall be necessary to satisfy the State that the Contractor is, and shall remain, a responsible vendor; and e) e. to require the Contractor 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. By signing the Master Contract, the Contractor agrees to comply with any such additional conditions that have been made a part of the Master Contract. 5. The State, in its sole discretion, reserves the right to suspend any or all activities under the Master Contract, at any time, when it discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor shall 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 State issues a written notice authorizing a resumption of performance under the Master Contract. 6. The State, in its sole discretion, reserves the right to make a final Determination of Non- Non-Responsibility at any time during the term of the Master Contract based on: a) a. any information provided in the Questionnaire and/or in any updates, clarifications or amendments thereof; or b) b. the State’s discovery of any material information which pertains to the Contractor‘s responsibility. 7. Prior to making a final Determination of Non-Responsibility, the State shall provide written notice to the Contractor that it has made a preliminary determination of non- responsibility. The State shall detail the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard.

Vendor Responsibility. 1. If a Contractor is required to complete a Questionnaire, the Contractor covenants and represents that it has, to the best of its knowledge, truthfully, accurately and thoroughly completed such Questionnaire. Although electronic filing is preferred, the Contractor may obtain a paper form from the OSC prior to execution of the Master Contract. The Contractor further covenants and represents that as of the date of execution of the Master Contract, there are no material events, omissions, changes or corrections to such document requiring an amendment to the Questionnaire. 2. The Contractor shall provide to the State updates to the Questionnaire if any material event(s) occurs requiring an amendment or as new information material to such Questionnaire becomes available. 3. The Contractor shall, in addition, promptly report to the State the initiation of any investigation or audit by a governmental entity with enforcement authority with respect to any alleged violation of Federal or state law by the Contractor, its employees, its officers and/or directors in connection with matters involving, relating to or arising out of the Contractor’s business. Such report shall be made within five (5) business days following the Contractor becoming aware of such event, investigation, or audit. Such report may be considered by the State in making a Determination of Vendor Non-Responsibility Non‐Responsibility pursuant to this section. 4. The State reserves the right, in its sole discretion, at any time during the term of the Master Contract: a) a. to require updates or clarifications to the Questionnaire upon written request; b) b. to inquire about information included in or required information omitted from the Questionnaire; c) c. to require the Contractor to provide such information to the State within a reasonable timeframe; and d) d. to require as a condition precedent to entering into the Master Contract that the Contractor agree to such additional conditions as shall be necessary to satisfy the State that the Contractor is, and shall remain, a responsible vendor; and e) e. to require the Contractor 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. By signing the Master Contract, the Contractor agrees to comply with any such additional conditions that have been made a part of the Master Contract. 5. The State, in its sole discretion, reserves the right to suspend any or all activities under the Master Contract, at any time, when it discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor shall 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 State issues a written notice authorizing a resumption of performance under the Master Contract. 6. The State, in its sole discretion, reserves the right to make a final Determination of Non- Responsibility Non‐Responsibility at any time during the term of the Master Contract based on: a) a. any information provided in the Questionnaire and/or in any updates, clarifications or amendments thereof; or b) b. the State’s discovery of any material information which pertains to the Contractor‘s responsibility. 7. Prior to making a final Determination of Non-ResponsibilityNon‐Responsibility, the State shall provide written notice to the Contractor that it has made a preliminary determination of non- non‐ responsibility. The State shall detail the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard.

Vendor Responsibility. 1. If a Contractor is required to complete a Questionnaire, the Contractor covenants and represents that it has, to the best of its knowledge, truthfully, accurately and thoroughly completed such Questionnaire. Although electronic filing is preferred, the Contractor may obtain a paper form from the OSC prior to execution of the Master Contract. The Contractor further covenants and represents that as of the date of execution of the Master Contract, there are no material events, omissions, changes or corrections to such document requiring an amendment to the Questionnaire. 2. The Contractor shall provide to the State updates to the Questionnaire if any material event(s) occurs requiring an amendment or as new information material to such Questionnaire becomes available. 3. The Contractor shall, in addition, promptly report to the State the initiation of any investigation or audit by a governmental entity with enforcement authority with respect to any alleged violation of Federal or state law by the Contractor, its employees, its officers and/or directors in connection with matters involving, relating to or arising out of the Contractor’s business. Such report shall be made within five (5) business days following the Contractor becoming aware of such event, investigation, or audit. Such report may be considered by the State in making a Determination of Vendor Non-Non- Responsibility pursuant to this section. 4. The State reserves the right, in its sole discretion, at any time during the term of the Master Contract: a) to require updates or clarifications to the Questionnaire upon written request; b) to inquire about information included in or required information omitted from the Questionnaire; c) to require the Contractor to provide such information to the State within a reasonable timeframe; and d) to require as a condition precedent to entering into the Master Contract that the Contractor agree to such additional conditions as shall be necessary to satisfy the State that the Contractor is, and shall remain, a responsible vendor; and e) to require the Contractor 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. By signing the Master Contract, the Contractor agrees to comply with any such additional conditions that have been made a part of the Master Contract. 5. The State, in its sole discretion, reserves the right to suspend any or all activities under the Master Contract, at any time, when it discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor shall 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 State issues a written notice authorizing a resumption of performance under the Master Contract. 6. The State, in its sole discretion, reserves the right to make a final Determination of Non- Responsibility at any time during the term of the Master Contract based on: a) any information provided in the Questionnaire and/or in any updates, clarifications or amendments thereof; or b) the State’s discovery of any material information which pertains to the Contractor‘s responsibility. 7. Prior to making a final Determination of Non-Responsibility, the State shall provide written notice to the Contractor that it has made a preliminary determination of non- responsibility. The State shall detail the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard.

Vendor Responsibility. 1. If a Contractor is required to complete a Questionnaire, the Contractor covenants and represents that it has, to the best of its knowledge, truthfully, accurately and thoroughly completed such Questionnaire. Although electronic filing is preferred, the Contractor may obtain a paper form from the OSC prior to execution of the Master Contract. The Contractor further covenants and represents that as of the date of execution of the Master Contract, there are no material events, omissions, changes or corrections to such document requiring an amendment to the Questionnaire. 2. The Contractor shall provide to the State updates to the Questionnaire if any material event(s) occurs requiring an amendment or as new information material to such Questionnaire becomes available. 3. The Contractor shall, in addition, promptly report to the State the initiation of any investigation or audit by a governmental entity with enforcement authority with respect to any alleged violation of Federal or state law by the Contractor, its employees, its officers and/or directors in connection with matters involving, relating to or arising out of the Contractor’s business. Such report shall be made within five (5) business days following the Contractor becoming aware of such event, investigation, or audit. Such report may be considered by the State in making a Determination of Vendor Non-Responsibility pursuant to this section. 4. The State reserves the right, in its sole discretion, at any time during the term of the Master Contract: a) to require updates or clarifications to the Questionnaire upon written request; b) to inquire about information included in or required information omitted from the Questionnaire; c) to require the Contractor to provide such information to the State within a reasonable timeframe; and d) to require as a condition precedent to entering into the Master Contract that the Contractor agree to such additional conditions as shall be necessary to satisfy the State that the Contractor is, and shall remain, a responsible vendor; and e) to require the Contractor 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. By signing the Master Contract, the Contractor agrees to comply with any such additional conditions that have been made a part of the Master Contract. 5. The State, in its sole discretion, reserves the right to suspend any or all activities under the Master Contract, at any time, when it discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor shall 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 State issues a written notice authorizing a resumption of performance under the Master Contract. 6. The State, in its sole discretion, reserves the right to make a final Determination of Non- Non-Responsibility at any time during the term of the Master Contract based on: a) any information provided in the Questionnaire and/or in any updates, clarifications or amendments thereof; or b) the State’s discovery of any material information which pertains to the Contractor‘s responsibility. 7. Prior to making a final Determination of Non-Responsibility, the State shall provide written notice to the Contractor that it has made a preliminary determination of non- responsibility. The State shall detail the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard.

Vendor Responsibility. 1. If a Contractor is required to complete a Questionnaire, the Contractor covenants and represents that it has, to the best of its knowledge, truthfully, accurately and thoroughly completed such Questionnaire. Although electronic filing is preferred, the Contractor may obtain a paper form from the OSC prior to execution of the Master Contract. The Contractor further covenants and represents that as of the date of execution of the Master Contract, there are no material events, omissions, changes or corrections to such document requiring an amendment to the Questionnaire. 2. The Contractor shall provide to the State updates to the Questionnaire if any material event(s) occurs requiring an amendment or as new information material to such Questionnaire becomes available. 3. The Contractor shall, in addition, promptly report to the State the initiation of any investigation or audit by a governmental entity with enforcement authority with respect to any alleged violation of Federal or state law by the Contractor, its employees, its officers and/or directors in connection with matters involving, relating to or arising out of the Contractor’s business. Such report shall be made within five (5) business days following the Contractor becoming aware of such event, investigation, or audit. Such report may be considered by the State in making a Determination of Vendor Non-Responsibility pursuant to this section. 4. The State reserves the right, in its sole discretion, at any time during the term of the Master Contract: a) : to require updates or clarifications to the Questionnaire upon written request; b) ; to inquire about information included in or required information omitted from the Questionnaire; c) ; to require the Contractor to provide such information to the State within a reasonable timeframe; and d) and to require as a condition precedent to entering into the Master Contract that the Contractor agree to such additional conditions as shall be necessary to satisfy the State that the Contractor is, and shall remain, a responsible vendor; and e) and to require the Contractor 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. By signing the Master Contract, the Contractor agrees to comply with any such additional conditions that have been made a part of the Master Contract. 5. The State, in its sole discretion, reserves the right to suspend any or all activities under the Master Contract, at any time, when it discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor shall 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 State issues a written notice authorizing a resumption of performance under the Master Contract. 6. The State, in its sole discretion, reserves the right to make a final Determination of Non- Non-Responsibility at any time during the term of the Master Contract based on: a) : any information provided in the Questionnaire and/or in any updates, clarifications or amendments thereof; or b) or the State’s discovery of any material information which pertains to the Contractor‘s responsibility. 7. Prior to making a final Determination of Non-Responsibility, the State shall provide written notice to the Contractor that it has made a preliminary determination of non- responsibility. The State shall detail the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard.

Vendor Responsibility. 12.1. If a Contractor is required to complete a Questionnaire, the The Contractor covenants and represents that it has, to the best of its knowledge, truthfully, accurately truthfully and thoroughly completed such the Contractor's Vendor Responsibility Questionnaire (hereinafter “Responsibility Questionnaire. Although electronic filing is preferred, ”) provided to the Contractor may obtain a paper form from the OSC by OPWDD prior to execution of the Master Contractthis Agreement. The Contractor further covenants and represents that as of the date of execution of the Master Contractthis Agreement, there are no material events, omissions, changes changes, or corrections to such document requiring an amendment to the Responsibility Questionnaire. 22.2. The Contractor shall at all times during the term of this Contract remain a responsible vendor as defined by State Finance Law 163, relevant case law, and applicable guidelines. Failure to do so may result in suspension or termination of the Contract. 2.3. The Contractor shall provide to the State OPWDD updates to the Responsibility Questionnaire if any material event(s) event occurs requiring an amendment or as new information material to such Responsibility Questionnaire becomes available. 32.4. The Contractor shall, in In addition, the Contractor shall promptly report to the State OPWDD the initiation of any investigation or audit by a any governmental entity with enforcement authority with respect to any for an alleged violation of Federal federal or state law by the Contractor, its employeesKey Employees (as identified on its Responsibility Questionnaire), its officers and/or directors in connection with matters involving, relating to to, or arising out of the Contractor’s business. Such report shall be made within five (5) business days following the Contractor becoming aware of such eventinvestigation and may, investigationsubject to the due process provided in Section (G) below, or audit. Such report may be considered by the State OPWDD in making a Determination of Vendor Non-Responsibility pursuant to this section. 42.5. The State OPWDD reserves the right, in at its sole discretion, at any time during the term of the Master Contract: a) to this Agreement: • To require updates or clarifications to the Responsibility Questionnaire upon written request; b) to . To inquire about information included in or required information omitted from the Responsibility Questionnaire; c) , and to require the Contractor to provide such information to the State OPWDD within a reasonable timeframe; and d) to require as a condition precedent to entering into the Master Contract that the Contractor agree to such additional conditions as shall be necessary to satisfy the State that the Contractor is, and shall remain, a responsible vendor; and e) to . • To require the Contractor 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. By signing the Master Contract, the Contractor agrees to comply with any such additional conditions that have been made a part of the Master Contract. 5. The State, in its sole discretion, reserves the right to • To suspend any or all activities under this Agreement when the Master Contract, at any time, when it State discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor shall 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 The Contractor may resume activity under this Agreement at such time as the State OPWDD issues a written notice authorizing a resumption of performance under the Master ContractAgreement. 62.6. The State, in its sole discretion, OPWDD reserves the right to make a final determination of non-responsibility (hereinafter “Determination of Non- Responsibility Non-Responsibility”) at any time during the term of the Master Contract this Agreement based on: a) any : • Any information provided in the Responsibility Questionnaire and/or in any updates, clarifications clarifications, or amendments thereof; or b) the Stateor • OPWDD’s discovery of any material information which that pertains to the Contractor‘s Contractor’s responsibility. 72.7. Prior to making a final Determination of Non-Responsibility, the State OPWDD shall provide written notice to the Contractor that it has made a preliminary determination of non- non-responsibility. The State OPWDD shall detail the reason(s) for the preliminary determination, determination and shall provide the Contractor with an a reasonable opportunity to be heard. 2.8. OPWDD’s final Determination of Non-Responsibility shall be a basis for termination for cause under this Agreement at the Contractor’s expense. In the event of a termination for cause under this or any other provision of this Agreement, OPWDD may complete the contractual requirements in any manner it deems advisable and pursue available legal or equitable remedies for breach.

Vendor Responsibility. 1. If a Contractor is required to complete a Questionnaire, the Contractor covenants and represents that it has, to the best of its knowledge, truthfully, accurately and thoroughly completed such Questionnaire. Although electronic filing is preferred, the Contractor may obtain a paper form from the OSC prior to execution of the Master Contract. The Contractor further covenants and represents that as of the date of execution of the Master Contract, there are no material events, omissions, changes or corrections to such document requiring an amendment to the Questionnaire. 2. The Contractor shall provide to the State updates to the Questionnaire if any material event(s) occurs requiring an amendment or as new information material to such Questionnaire becomes available. 3. The Contractor shall, in addition, promptly report to the State the initiation of any investigation or audit by a governmental entity with enforcement authority with respect to any alleged violation of Federal or state law by the Contractor, its employees, its officers and/or directors in connection with matters involving, relating to or arising out of the Contractor’s business. Such report shall be made within five (5) business days following the Contractor becoming aware of such event, investigation, or audit. Such report may be considered by the State in making a Determination of Vendor Non-Responsibility pursuant to this section. 4. The State reserves the right, in its sole discretion, at any time during the term of the Master Contract: a) a. to require updates or clarifications to the Questionnaire upon written request; b) b. to inquire about information included in or required information omitted from the Questionnaire; c) c. to require the Contractor to provide such information to the State within a reasonable timeframe; and d) d. to require as a condition precedent to entering into the Master Contract that the Contractor agree to such additional conditions as shall be necessary to satisfy the State that the Contractor is, and shall remain, a responsible vendor; and e) e. to require the Contractor 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. By signing the Master Contract, the Contractor agrees to comply with any such additional conditions that have been made a part of the Master Contract. 5. The State, in its sole discretion, reserves the right to suspend any or all activities under the Master Contract, at any time, when it discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor shall 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 State issues a written notice authorizing a resumption of performance under the Master Contract. 6. The State, in its sole discretion, reserves the right to make a final Determination of Non- Non-Responsibility at any time during the term of the Master Contract based on: a) a. any information provided in the Questionnaire and/or in any updates, clarifications or amendments thereof; or b) b. the State’s discovery of any material information which pertains to the Contractor‘s responsibility. 7. Prior to making a final Determination of Non-Responsibility, the State shall provide written notice to the Contractor that it has made a preliminary determination of non- responsibility. The State shall detail the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard.