0580023398BaseContract.pdf

Corning Tower, Empire State Plaza, Albany, NY 12242 | https://ogs.ny.gov/procurement | customer.services@ogs.ny.gov | 518-474-6717

0580023398i

AGREEMENT FOR

LIQUEFIED PETROLEUM GAS (LPG) –

PROPANE (CERTAIN COUNTIES)

BY AND BETWEEN

NEW YORK STATE

OFFICE OF GENERAL SERVICES

AND

[CONTRACTOR NAME]

CONTRACT NUMBER PC[XXXX]

Group 05800 – Liquefied Petroleum Gas (LPG) – Propane (Certain Counties) – Base Contract PAGE 2

Contents

1. INTRODUCTION

1.1 Overview

1.2 Scope

1.3 Estimated Quantities

1.4 NYS Comptroller Approval

1.5 Definitions

1.6 Appendices and Attachments

1.7 Conflict of Terms

2. SPECIFICATIONS

2.1 Product and Tank Requirements

2.2 Fill and Vent Requirements/Vapor Recovery Systems

2.3 Petroleum Transfer Requirements

3. TERMS AND CONDITIONS

3.1 Performance and Bid Bonds

3.2 Distributor/Refiner’s Letter, Agreement, or Certification

3.3 Investigation

3.4 Contract Term and Extensions

3.5 Short term Extension

3.6 Price

3.7 OPIS Pricing

3.7.1 Location Change or Substitution

3.7.2 Calculation Change or Substitution

3.7.3 Product Change or Substitution

3.8 Price Adjustments/Revisions

3.9 Best Pricing Offer

3.10 Price Structure

3.11 Prevailing Wage Rate – Public and Building Service Contracts

3.12 Ordering

3.13 Purchasing Card Orders

3.14 Minimum Order

3.15 Invoicing and Payment

3.16 Product Delivery

3.17 Automatic Replenishment

3.18 Delivery Schedules

3.19 Product Returns and Exchanges

3.20 Unanticipated Excessive Purchase

3.21 Contract Administration

3.22 NYS Financial System (SFS)

3.23 Americans with Disabilities Act (ADA)

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3.24 Insurance

3.25 Report of Contract Usage

3.26 Contractor Requirements and Procedures for Participation by New York State Certified Minority- and

Women-Owned Business Enterprises and Equal Employment Opportunities for Minority Group Members and Women

3.27 Participation Opportunities For New York State Certified Service-Disabled Veteran Owned Businesses

3.28 Use of Recycled or Remanufactured Materials

3.29 Surplus/Take-Back/Recycling

3.30 Environmental Sustainability and NYS Executive Order Number 22

3.31 Consumer Products Containing Mercury

3.32 Diesel Emission Reduction Act

3.33 Guarantee

3.34 Engineering Services

3.35 NYS Vendor Responsibility

3.36 NYS Tax Law Section 5-a

3.37 Non-State Agencies Participation in Centralized Contracts

3.38 Extension of Use

3.39 New Accounts

3.40 Drug and Alcohol Use Prohibited

3.41 Traffic Infractions

3.42 Contract Documents; Electronic Format

4. GENERAL PROVISION

4.1 Notices

4.2 Captions

4.3 Severability

4.4 Counterparts

4.5 Entire Agreements

APPENDICES

Appendix A – Standard Clauses for NYS Contracts (June 2023) Appendix B – General Specifications (April 2016) Appendix C – Federal Funding Agency Mandatory Terms and Conditions (October 2023)

ATTACHMENTS

Attachment 1 – Pricing Attachment 2 – Delivery Schedule – State Agencies Attachment 3 – Delivery Schedule – Political Subdivisions, Local Governments & Other Eligible Non-State

Agencies Attachment 4 – Insurance Requirements Attachment 5 – Report of Contract Usage

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STATE OF NEW YORK

OFFICE OF GENERAL SERVICES

AGREEMENT # PCXXXXX

CENTRALIZED CONTRACT FOR THE ACQUISITION OF

LIQUEFIED PETROLEUM GAS (LPG) – PROPANE (CERTAIN COUNTIES)

THIS AGREEMENT (hereinafter the “Contract” or the “Agreement”) is made this ____ day of ___________, 2025, by and between the People of the State of New York, acting by and through the Commissioner of the Office of General Services (OGS), whose office is on the 36th Floor, Corning Tower, Governor Nelson A. Rockefeller Empire State Plaza, Albany, New York 12242 (hereinafter referred to as the “State” or “OGS”) and XXXXXXXXXXXX, having its principal place of business at XXXXXXXXXXXXXX (hereinafter referred to as the “Contractor”). OGS and the Contractor are collectively referred to as the “Parties.”

WHEREAS, OGS is statutorily authorized to enter into centralized contracts for commodities for use by New York State agencies, departments, public authorities, political subdivisions and any other entities authorized by statute to utilize its centralized contracts (hereinafter “Authorized Users”);

WHEREAS, OGS has identified a need by New York State agencies and other Authorized Users in certain New York State counties for Liquefied Petroleum Gas (LPG) – Propane, as further described herein;

WHEREAS, OGS conducted a competitive procurement to identify the bidder(s) which could provide the Liquefied Petroleum Gas (LPG) – Propane at the lowest cost, referred to as IFB #23398 (hereinafter the “IFB” or the “Solicitation”), which was advertised on May 29, 2025 in the New York State Contract Reporter, as required by New York State Economic Development Law;

WHEREAS, awards were made by Grand Total Bid Per County on the basis of lowest price to responsive and responsible bidders, in accordance with the method of award set forth in the IFB; and

WHEREAS, the State has determined: that the Contractor submitted the responsive proposal with the lowest Grand Total Bid Per County for one or more counties as described herein; that the Contractor is a responsible vendor; and that the Contractor is willing to provide the commodities set forth herein under the terms and conditions contained herein.

NOW THEREFORE, in consideration of the terms hereinafter mentioned and the mutual covenants and obligations moving to each party hereto from the other, the Parties hereby agree as follows:

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1. INTRODUCTION

1.1 Overview

This Contract is for Liquefied Petroleum Gas (LPG) – Propane (Certain Counties). The Contractor is granted a Contract through June 30, 2028, for the following [e.g. three (3) counties]: [CMS TO LIST COUNTIES].

1.2 Scope

This Contract is intended to provide Authorized Users, including State and Non-State Agencies, with a method to procure Liquefied Petroleum Gas (LPG) - Propane by 20 LB cylinders (4.7 gallons), 34 LB cylinders (7.9 gallons), 100 LB cylinders (23.6 gallons), and Bulk gallons, which includes tank and regulator installations, testing and inspections provided by the Contractor, as set forth in Section 3.6 Price of this Contract.

This Contract is based on the Liquefied Petroleum Gas requirements submitted to OGS by Authorized Users of the NYS Contract, in which 13 counties in New York State had filed requirements. The specific users, counties, and tank types are listed in the Delivery Schedules for this Contract: Attachments 2 and 3, Delivery Schedule – State Agencies and Delivery Schedule – Political Subdivisions, Local Governments & Other Eligible Non-State Agencies respectively.

1.3 Estimated Quantities

This Contract is an estimated quantity Contract. The estimated quantities are based on requirements submitted to OGS by Authorized Users to purchase from the Contract. These Authorized Users have agreed not to enter into any other contracts for liquefied petroleum gas - propane they filed for during the Contract period and will purchase all their liquefied petroleum gas - propane requirement needs from awarded Contracts. Also see Section 3.18 - Delivery Schedules of this Contract. No specific quantities are represented or guaranteed, and the State provides no guarantee of individual Authorized User participation. The Contractor must furnish all quantities actually ordered at or below the Contract prices. The individual value of this Contract is indeterminate and will depend upon the number of Contracts issued and the competitiveness of the pricing offered.

Numerous factors could cause the actual quantities of Products purchased under this Contract to vary substantially from the estimates in the Solicitation. Such factors include, but are not limited to, the following:

• There is no guarantee of quantities to be purchased, nor is there any guarantee that demand will continue in any manner consistent with previous purchases.

• The individual value of this Contract is indeterminate and will depend upon actual Authorized User demand and actual quantities ordered during the contract period.

• The State reserves the right to terminate any Contract for cause or convenience prior to the end of the term pursuant to the terms and conditions of the Contract.

• Contract pricing that is lower than anticipated could result in a higher quantity of purchases by Authorized

Users than anticipated.

• Contract pricing that is higher than anticipated could result in a lower quantity of purchases by Authorized

Users than anticipated.

• In accordance with Section 3.18 - Delivery Schedules, the Contractor shall accept orders from and deliver to any State Agency placing an order through this contract even if the State Agency does not appear on the Delivery Schedule and the Contractor may accept orders, at their discretion, for any non-State Agency or Political Subdivision not appearing on the Delivery Schedule.

Contractor acknowledges the foregoing and agrees that actual good faith purchasing volumes during the term of the Contract could vary substantially from the estimates provided in the Solicitation. See Section 25, Participation in Centralized Contract in Appendix B, General Specifications.

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1.4 NYS Comptroller Approval

In accordance with Section 112 of the State Finance Law, this Contract shall not be valid, effective or binding upon the State until this Contract has been approved by the Office of the New York State Comptroller (“OSC”).

Purchase orders or other procurement transactions issued under this Contract may also be subject to OSC approval.

1.5 Definitions

Capitalized terms used in this Contract shall be defined in accordance with Appendix B Definitions, or as below.

“ASTM” shall refer to a designation for ASTM International, formerly known as American Society for Testing and Materials. All ASTM reference in the specification are understood to refer to the most recent edition of that specification/standard.

“Authorized User(s)” as defined in Appendix B.

“Business Day” shall refer to Monday through Friday from 8:00 AM – 5:00 PM ET, excluding NYS Holidays and federal holidays.

“Business Hours: shall refer to 8:00AM to 5:00PM ET on Business Days.

“Customer” shall refer to an Authorized User that participates in the Contract.

“Delivery” shall refer to the act of taking an ordered product to a person or place. Refer to section 3.16 - Product Delivery.

“Delivery Point” shall refer to the point where Liquefied Petroleum Gases (LPG) – Propane exits one system and enters another.

“Grand Total Bid Per County” shall refer to the total number of gallons requested in a county for each size/type of LPG cylinder, multiplied by the price offered by the Bidder for each of the requested sizes. The sum of all extended prices in a county shall result in the Grand Total Bid Per County.

“Human Needs Customer” shall refer to a high priority customer, such as residences, hospitals, and nursing homes, for which failure to get propane could be life threatening.

“Liquefied Petroleum Gas (LPG)” shall refer to Propane.

“MWBE” shall refer to a business certified with NYS Empire State Development (“ESD”) as a Minority- and/or Women-owned Business Enterprise.

“NYCRR” the acronym, “NYCRR” shall refer to a designation for New York Codes, Rules, and Regulations.

“NYS Holidays” shall refer to the legal holidays for State employees in the classified service of the executive branch, as more particularly specified on the website of the NYS Department of Civil Service. This includes the following: New Year’s Day; Dr. Martin Luther King, Jr. Day; Washington’s Birthday (observed); Memorial Day;

Juneteenth; Independence Day; Labor Day; Columbus Day; Veterans’ Day; Thanksgiving Day; and Christmas Day.

“NYS Vendor ID” shall refer to a unique ten-character identifier issued by the NYS Office of the State Comptroller (OSC) when the vendor is registered on the Vendor File System.

“Posting Day” and “Posted Price” shall refer to the actual day the prices are posted in OPIS publication.

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“Preferred Source Products” shall refer to those Products that have been approved in accordance with New York State Finance Law § 162.

“Preferred Source Program” shall refer to the special social and economic goals set by New York State in State Finance Law § 162 that require a governmental entity purchase select Products from designated organizations when the Products meet the “form, function and utility” requirements of the governmental entity. Under State Finance Law § 163, purchases of Products from Preferred Sources are given the highest priority and are exempt from the competitive bidding requirements. The New York State Preferred Sources include: The Correctional Industries Program of the Department of Corrections and Community Supervision (“Corcraft”); New York State Preferred Source Program for People Who Are Blind (“NYSPSP”); and the New York State Industries for the Disabled (“NYSID”). These requirements apply to a state agencies, political subdivisions and public benefit corporations (including most public authorities).

“Procurement Services” shall refer to a business unit of OGS, formerly known as New York State Procurement (“NYSPro”) and Procurement Services Group (“PSG”).

“Prompt Delivery” shall refer to any delivery that is completed within the Contractor’s specified guaranteed delivery time.

“Prompt Will-call” shall refer to the time an Authorized User places an order.

“SDVOB” shall refer to a NYS-certified Service-Disabled Veteran-Owned Business.

“Solicitation” shall refer to IFB 23398, its appendices and attachments.

1.6 Appendices and Attachments

The following appendices and attachments, attached hereto, are hereby expressly made a part of this Contract as fully as if set forth at length herein.

Appendix A – Standard Clauses for NYS Contracts (June 2023) Appendix B – General Specifications (April 2016) Appendix C – Federal Funding Agency Mandatory Terms and Conditions (October 2023)

Attachment 1 – Pricing Attachment 2 – Delivery Schedule – State Agencies Attachment 3 – Delivery Schedule – Political Subdivisions, Local Governments & Other Eligible Non-State

Agencies Attachment 4 – Insurance Requirements Attachment 5 – Report of Contract Usage

1.7 Conflict of Terms

Conflicts among the documents shall be resolved in the following order of precedence:

1. Appendix A – Standard Clauses for New York State Contracts (June 2023);

2. Appendix C – Federal Funding Agency Mandatory Terms and Conditions (October 2023);

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3. This Document;

4. Appendix B – General Specifications (April 2016);

5. Attachment 4 – Insurance Requirements

6. Attachment 1 – Pricing

7. Attachment 2 – Delivery Schedule – State Agencies

8. Attachment 3 – Delivery Schedule – Political Subdivisions, Local Governments and Other Eligible Non- State Agencies

9. Attachment 5 – Report of Contract Usage

2. SPECIFICATIONS

2.1 Product and Tank Requirements

The Contractor guarantees that the product supplied will meet or exceed the ASTM Specifications for Liquefied Petroleum (LP) Gases, Designation D1835 or latest revision thereof, and the New York State Uniform Fire Prevention and Building Code with the latest revisions approved by the Code Council.

1) Should the Contractor determine that an agency-owned tank is not in compliance with New York State and

Federal regulations at any time within the contract period, then the agency, at its discretion, can either replace its tank, or the Contractor shall provide and install a suitable and acceptable replacement liquefied propane tank(s) as appropriate for the duration of the contract term. The Contractor is not required to supply or install a replacement tank that is above and beyond normal business costs. Contractor is expected to take reasonable steps to protect the property and grounds.

2.2 Fill and Vent Requirements/Vapor Recovery Systems

Agencies must ensure that fill and vent equipment meet NYS Standards. Contractors have the responsibility for reporting faulty or non-compliant equipment to the end users and the appropriate NYS regulatory agencies.

2.3 Petroleum Transfer Requirements

Contractor must be prepared, at all times, to make Prompt Delivery as ordered. In State declared emergencies, fuel must be delivered within four (4) hours of notification.

Normal deliveries are considered to be Monday through Friday. Saturday/Sunday deliveries are to be made on an emergency basis (and not a regular basis) ONLY, unless agreed upon by both Authorized User and Contractor.

Authorized Users shall ensure that tanks are accessible by the Contractor, and it is strongly advised that a representative of the Authorized User be present during the delivery.

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3. TERMS AND CONDITIONS

3.1 Performance and Bid Bonds

There are no bonds for this Contract. The Commissioner of OGS has determined that no performance, payment or Bid bond, or negotiable irrevocable letter of credit or other form of security for the faithful performance of the Contract is required at any time during the term of the resulting Contract.

3.2 Distributor/Refiner’s Letter, Agreement, or Certification

Contractor’s submission of the distributor/refiner’s letter, agreement, or certification from the refiner or distributor in response to the Solicitation guarantees that the Contractor is an authorized dealer or distributor of the distributor/refiner, and the distributor/refiner has agreed to supply the Contractor with all quantities of Products required by the Contractor in fulfillment of its obligation under this Contract.

The Commissioner reserves the right to investigate or make any inquiry into the capacity of any Contractor to properly perform under this Contract. See Appendix B, Participation in Centralized Contracts and Employees, Subcontractors, and Agents.

3.3 Investigation

New York State reserves the right, in its sole discretion, to investigate or make any inquiry into the capacity of Contractor to properly perform under this Contract.

3.4 Contract Term and Extensions

The Contract shall be in effect for a term of up to two (2) years and ten (10) months. The Contract term shall commence after all necessary approvals and shall become effective on September 1, 2025 or upon the date of OSC approval of the final executed documents, whichever is later, and the Contract term shall end on June 30 2028.

This Contract and all OGS Centralized Contracts resulting from the Solicitation shall have a co-terminus end date.

Any Contract extension will be under the same terms and conditions, subject to the approval of OSC and any additional applicable statutory and policy requirements. Any extensions provided under this section shall apply in addition to any rights set forth in Appendix B Contract Term – Extension.

3.5 Short term Extension

This section shall apply in addition to any rights set forth in Appendix B Contract Term – Extension. In the event that OGS determines that a short term extension is in the best interests of the State, (e.g., a replacement Contract has not been issued, or an extended period is needed for Authorized Users to transition to another procurement method), any Contract let and awarded hereunder by the State may be extended unilaterally by the State for an additional period of up to three (3) months upon notice to the Contractor with the same terms and conditions as the original Contract and any previously approved modifications. With the concurrence of the Contractor, the extension may be for a period of up to six (6) months in lieu of three (3) months. However, unless otherwise noted in the extension notification or agreement, this extension automatically terminates should a replacement Contract be issued in the interim.

3.6 Price

Contract Prices are set forth in Attachment 1 – Pricing.

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All Contract pricing include:

• All applicable customs duties, taxes, licenses, charges and shall be F.O.B. destination

• Installations of tanks and regulators

• Use of the equipment for the life of the contract

• Initial leak testing

• Operational instruction of agency personnel

• Periodic inspections of the installations to meet all safety requirements

• The cost for removal of all tanks within thirty (30) days of the contract expiration, unless the contractor is either successful in obtaining a new contract award for that location or arranges to exchange tanks with the new successful contractor (See Section 3.19 - Product Returns and Exchanges)

Contract pricing does not include:

• Modifications to interior appliances to meet safety codes

• Additional piping required beyond the exterior wall of a building to bring a facility up to safety code compliance

• The addition of an appliance

Prices must be expressed in U.S. currency and shall be up to four (4) decimal places (priced in dollars per gallon).

If the Contractor extends any special allowances during the term of the Contract to Federal, State, Local Governments or to commercial users in the normal course of doing business, New York State requires that such allowances will also be available to the State in the maximum amount extended to others who contract to purchase liquefied petroleum gas under similar contractual terms and conditions.

Contract prices shall be firm except that price revisions shall be permitted in accordance with section 3.8 - Price Adjustments/Revisions and with respect to certain taxes and duties as follows:

"After-imposed tax" means any new or increased Federal, State and local excise tax or duty, except social security or other employment taxes, on liquefied petroleum gas (LPG) - propane purchased under this contract which the Contractor is required to pay or bear the burden of as a result of legislative, judicial, or administrative action taking effect after the date of contract award.

"After-relieved tax" means any amount of Federal, State and local excise tax or duty, except social security or other employment taxes, that would otherwise have been payable on liquefied petroleum gas (LPG) - propane purchased under this contract which the Contractor is not required to pay or bear the burden of, or for which the Contractor obtains a refund or drawback, as the result of legislative, judicial or administrative action taking effect after the date of contract award.

The Contract price shall include all applicable Federal, State and local taxes, and duties, as stated in Appendix B, Taxes.

NOTE: The State of New York and its political subdivisions are exempt from New York State and local sales taxes and federal excise taxes.

The price for liquefied petroleum gas under this contract shall be increased by the amount of any after-imposed tax, unless the legislative, judicial or administrative act says otherwise, if the Contractor states in writing that such Contract price does not include any contingency for such after-imposed tax. Such increase shall be prospective only and become effective upon such written notice and on the effective date of the next scheduled price adjustment.

The price for liquefied petroleum gas under this contract shall be decreased by the amount of any after-relieved tax. Such decrease shall be effective when realized or by no later than the next scheduled price adjustment.

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The Contract price shall also be decreased by the amount of any excise tax or duty, except social security or other employment taxes that the Contractor is required to pay or bear the burden of or does not obtain a refund of through the Contractor's fault or negligence.

The Contractor shall promptly notify the Procurement Services Contract Management Specialist of all matters relating to any excise tax or duty that reasonably may be expected to result in either an increase or decrease in the Contract price for liquefied petroleum gas 30 days prior to adding to invoices.

Pricing for Contract purchases shall be based on the pricing in effect at the time the Authorized User places the order (Prompt Will-Call). Authorized Users that are on automatic delivery shall be priced on the day of delivery, unless the Authorized User requests a delivery. The price shall then reflect the day of the order.

Pricing shall reflect the day of delivery for orders placed by the Authorized User that go beyond the Contractor’s guaranteed delivery timeframe. For example, the Authorized User orders 500 gallons of propane on Wednesday, and requests that the delivery be made on the following Tuesday.

For situations where an Authorized User wants to place an order for an unusually large volume of fuel (i.e., 40,000 gallons or more than a truck load, or delivering over a period of time), it is important that the Contractor and Authorized User contact OGS Procurement Services. OGS’s intent is for all Parties to have the same expectations for delivery and price.

3.7 OPIS Pricing

The OPIS Posting of “Propane Pipeline Selkirk” has been established for all counties for purposes of this Contract. Contractor’s pricing will be based on the posted price for Propane Pipeline Selkirk in Oil Price Daily.

3.7.1 Location Change or Substitution

Should the designated posting location become unavailable or differ from the current description and/or format, a posting determined by the Commissioner in his/her sole discretion to be most reflective of market conditions will be used.

3.7.2 Calculation Change or Substitution

Should the product revision calculation become unavailable or differ from the current description and/or format, a calculation determined by the Commissioner in his/her sole discretion to be most reflective of market conditions will be used.

3.7.3 Product Change or Substitution

Should the product originally awarded become unavailable or cannot be supplied by the Contractor for any reason (except as provided for in the Savings/Force Majeure clause of Appendix B), the new product and price calculation determined by the Commissioner in his/her sole discretion to be most reflective of market conditions will be used.

3.8 Price Adjustments/Revisions

Contract prices shall be firm except that price revisions will be permitted on a monthly basis, in accordance with the following procedure:

Price revisions (increases or decreases) to the original contract price shall be based on posted prices in Oil Price Daily (formally The Journal of Commerce), under the heading of Propane Pipeline Selkirk. The terms “Posting Day” or “Posted Price” as used throughout this Contract refers to the actual day the prices are posted.

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The Propane Pipeline Selkirk price shown in the OPIS Oil Price Daily posting will be used to compute price revisions during the Contract period. Procurement Services will compute any price revisions by determining the difference between the Posted Price on March 31, 2025 ($1.2642/gal) and the Posted Price on the last business day of every month for the duration of the contract, beginning with the Oil Price Daily, Propane Pipeline Selkirk, NY Posted Price on August 29, 2025. The differential between these two (2) prices will be added or subtracted to the bid price (base price) per gallon, yielding the new monthly price. If contract award is made in a subsequent month after September 2025, then the posted price on the last business day in the preceding month will be used.

This mechanism for monthly price revisions would then be applied to the Contract prices throughout the Contract period. Price revisions will be calculated by truncating all figures (priced in dollars per gallon) to four (4) decimal places. Applicable price changes will be effective on the first day of each month.

The Contract price and any adjustments will only be carried out to four (4) decimal places (priced in dollars per gallon).

Should the monthly price revision cycle not provide adequate price adjustments, because of rapid changes in worldwide liquefied petroleum gas (LPG) – propane prices, the State reserves the right to increase the frequency of the price revisions to a weekly basis. The weekly basis will utilize the Posted Price on the last business day of the week, to be effective the next Business Day.

Should postings differ from current description and/or format, a posting determined, by the Commissioner, in his or her sole discretion, to be most reflective of market conditions will be used. The same applies if OGS were to utilize a weekly pricing schedule. Corrections to prices previously posted in the OPIS Oil Price Daily will be considered only when caused by a typographical or clerical error on the part of said service provider.

NOTE: In the event the Propane Pipeline Selkirk price is not posted on a specified “Posting Day”, the “Posting Day” will be the day previous to when a posted price is available in OPIS’s publication. In the event the monthly “Posting Day” falls as a Holiday, the State will utilize the previous day’s posting for the monthly period.

Price increases are limited to changes in pre-selected postings as noted above. Increases in contract costs or prices to compensate for other increases in the cost of doing business, regardless of the cause or nature of such costs of the Contractor, will not be allowed during the Contract period.

Price adjustments will continue using the same method if the Contract is extended.

3.9 Best Pricing Offer

During the Contract term, if the Commissioner becomes aware that the Contractor is selling substantially the same or a smaller quantity of a Product outside of this Contract upon the same or similar terms and conditions as that of this Contract at a lower price to a federal, state or local governmental entity, the price under this Contract, after consultation with the Contractor, may be reduced to a lower price on a prospective basis at the discretion of the Commissioner. The Commissioner reserves the right to request information to verify pricing for the purposes of this clause.

3.10 Price Structure

a) If, during the Contract Term, the Contractor is unable or unwilling to meet contractual requirements in whole or in part based on the price structure of the Contract, it shall immediately notify the Office of General Services, Procurement Services in writing. Such notification shall not relieve the Contractor of its responsibilities under the Contract. The State may, but is not required to, consider an equitable

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b) Should the Commissioner in his or her sole discretion determine during the Contract Term that (i) the

Contract price structure is unworkable, detrimental, or injurious to the State, or (ii) the Contract price structure results in prices which are unreasonable, excessive, or not truly reflective of current market conditions, and no adjustment in the Contract terms and/or pricing is mutually agreeable, the State may terminate the Contract upon ten (10) Business Days written notice mailed to the Contractor.

c) Should the Propane Pipeline Selkirk location become unworkable or unavailable, the Commissioner reserves the right to switch to the most appropriate index and/or location and adjust the base price accordingly.

3.11 Prevailing Wage Rate – Public and Building Service Contracts

Work under this Contract is subject to the prevailing wage rate provisions of New York State Labor Law. See "Prevailing Wage Rates - Public Works and Building Services Contracts" in Appendix B Section 7, General Specifications, and see “Wage and Hour Provisions” in Appendix A, clause 6. Any federal or State determination of a violation of any public works law or regulation, or labor law or regulation, or any OSHA violation deemed "serious or willful" may be grounds for a determination of vendor non-responsibility.

The applicable Prevailing Wage Rate Schedule for this project is PRC# 2025900478

For access to the Department of Labor (DOL) Prevailing Wage Schedule, use the following link:

https://apps.labor.ny.gov/wpp/publicViewPWChanges.do?method=showIt

For Prevailing Wage Updates, use the following DOL link:

Bureau of Public Work and Prevailing Wage Enforcement | Department of Labor

Links to schedule updates appear in the table at the bottom of the web page

IMPORTANT NOTE: The above PRC number MUST be noted on all purchase orders issued for purchases from this contract.

3.12 Ordering

Purchase Orders shall be made in accordance with the terms set forth in Appendix B Purchase Orders.

Authorized Users may submit orders over the phone, and, if available, may submit orders electronically via web-based ordering, e-mail, or facsimile at any time. Orders submitted shall be deemed received by Contractor on the date submitted.

All orders shall reference Contract number, requisition, and/or Purchase Order number (if applicable). Upon Contractor’s receipt of an order, confirmation is to be provided to the Authorized User electronically or via facsimile. Order confirmation should be sufficiently detailed, and include, at a minimum, purchase price, date of order, delivery information (if applicable), Authorized User name, and sales representative (if applicable).

3.13 Purchasing Card Orders

If the Contractor accepts orders using the State’s Purchasing Card (see Appendix B, Purchasing Card), also referred to as the Procurement Card, the Contractor shall not charge or bill the Authorized User for any additional https://apps.labor.ny.gov/wpp/publicViewPWChanges.do?method=showIt https://dol.ny.gov/bureau-public-work-and-prevailing-wage-enforcement

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For all purchases executed using a New York State Procurement Card, Contractor shall provide an itemized receipt with each delivery.

3.14 Minimum Order

There is no minimum order for this Contract.

3.15 Invoicing and Payment

Invoicing and payment shall be made in accordance with the terms set forth in Appendix B Contract Invoicing.

The Contractor is required to provide the Authorized User with one invoice for each Purchase Order at the time of delivery. The invoice must include detailed line item information to allow Authorized Users to verify that pricing at point of receipt matches the Contract price on the original date of order. At a minimum, the following fields must be included on each invoice:

• Contractor Name

• Contractor Billing Address

• Contractor Federal ID Number

• NYS Vendor ID Number

• Account Number

• NYS Contract Number

• Name of Authorized User indicated on the Purchase Order

• NYS Agency Unit ID (if applicable)

• Customer Delivery Location ID Number as shown on Delivery Schedule

• Authorized User’s Purchase Order Number

• Order Date

• Invoice Date

• Invoice Number

• Invoice Amount

• Product Descriptions

• Unit Price

• Quantity

• Unit of Measure

• Dates of Service/Delivery

Cost centers or branch offices within an Authorized User may require separate invoicing as specified by each Authorized User. The Contractor's billing system shall be flexible enough to meet the needs of varying ordering systems in use by different Authorized Users. Visit the following link for further guidance for vendors on invoicing:

https://bsc.ogs.ny.gov/nys-vendors.

https://bsc.ogs.ny.gov/nys-vendors

Group 05800 – Liquefied Petroleum Gas (LPG) – Propane (Certain Counties) – Base Contract PAGE 15

3.16 Product Delivery

Delivery of all Contract Products shall be made in accordance with Appendix B, Product Delivery and Shipping/Receipt of Product. Delivery shall be made as specified and in accordance with instructions furnished with each order, unless otherwise directed in writing. Contractor must be prepared, at all times, to make Prompt Delivery, and the delivery time shall not exceed 48 hours from the time of order. Should there be a State declared emergency, an after-hours or weekend emergency, or should agency run out of propane at any time creating an emergency situation, the Contractor shall be required to provide product within four (4) hours of contact from the agency.

Delivery shall be made in accordance with instructions on the Purchase Order from each Authorized User. If there is a discrepancy between the Purchase Order and what is listed on the Contract, it is the Contractor’s obligation to seek clarification from the ordering Authorized User and, if applicable, from OGS, Procurement Services. On occasion, to prevent fuel run outs during storms or other emergency situations, the Contractor must allow Authorized Users the flexibility to manually schedule deliveries to top-off tank inventories. Normal deliveries are considered to take place Monday through Friday (8:00 am - 5:00 pm). Saturday/Sunday deliveries are not standard and are to be made on an emergency basis (and not a regular basis) ONLY, or if a run out is imminent before the next normal delivery day. Delivery of fuel should give first priority to Human Needs” Customers.

Failure to make Prompt Delivery may result in an Authorized User’s submission of a contract performance report to OGS. Per Appendix B, Section 48(a), (d), and (e), the Authorized User shall have the right to purchase sufficient liquefied petroleum gas - propane on the open market to fill such tank or tanks, and to charge any increase in price paid over the current contract price to the account of the Contractor.

Authorized Users shall be responsible for ensuring that tanks are accessible to the Contractor. Authorized Users should also make certain that receiving personnel are available at time of delivery. Failure of the Authorized User to make appropriate delivery arrangements, which prevents the delivery of product upon Contractor’s arrival at delivery site, may result in a charge to the Authorized User for the Contractor’s transportation costs. The Contractor must notify the Authorized User of the attempted delivery prior to charging for any future delivery attempts for the same circumstance. The Contractor must state the amount that would be charged for the direct cost of this subsequent delivery attempt and provide supporting documentation that substantiates the direct cost for the failed delivery at the fault of the Authorized User. The Authorized User must agree in writing to any such costs for subsequent delivery attempts, prior to the Contractor making the subsequent delivery. At no time should a charge be applied to an Authorized User for an attempted delivery that failed at no fault of the Authorized User.

NOTE: Contractor agrees to complete all installations for Authorized Users on the awarded Delivery Schedules no later than 09/21/2025 and within twenty-one (21) days, unless otherwise agreed between the Authorized User and Contractor, for new customers after receipt of a purchase order (or other ordering mechanism between Contractor and ordering entity), except in an emergency situation. Contractor must arrange service for set up with particular agency, and/or existing contractor as needed.

3.17 Automatic Replenishment

Requests for automatic replenishment are preferred in WRITING from an Authorized User, but may be required by the Contractor. A Contractor shall provide written notification back to any Authorized User's request for automatic replenishment on any tank. The Contractor shall maintain a record of the estimated consumption of liquefied petroleum gas - propane and shall replenish the Authorized User’s tank or tanks without further notice from the Authorized User, whenever necessary to insure an adequate supply at all times.

If the Contractor, after having accepted the request from the Authorized User, permits the level of the fuel to fall below the percentages of the total capacity of the Authorized User’s tank or tanks indicated in the following table, and does not meet the requirement to deliver on an emergency basis within four (4) hours, the Authorized User shall have the right to purchase sufficient fuel on the open market from another vendor to fill such tank or tanks, and to charge any increase in price paid over the current contract price to the account of the Contractor. The

Group 05800 – Liquefied Petroleum Gas (LPG) – Propane (Certain Counties) – Base Contract PAGE 16

Contractor shall permit the other vendor to supply liquefied petroleum gas - propane into Contractor-owned tank(s) and shall not hold the Authorized User or the other supplying source liable in any way for said delivery.

3.18 Delivery Schedules

The delivery schedules, based on Authorized Users' requirements submitted to Procurement Services by Requirement Letter RL 227, are available as a guide to indicate proposed delivery points and estimated annual quantities. This information is available to clarify delivery conditions, where possible. Any specific questions regarding the site conditions should be directed to the end-user via any communication available shown on the Delivery Schedule. The Delivery Schedules are attachments in this Contract, and any updates (if any) are available upon direct request to OGS Procurement Services via the e-mail listed under the designated contact on the front page of this Contract.

Contractors shall be obligated to deliver under the Contract to any State agency which places a purchase order (or other ordering mechanism between the Contractor and ordering entity) under this contract, whether or not such delivery location is identified in the delivery schedules. Any political subdivision or other non-State entity which has not filed a requirement with OGS Procurement Services shall be eligible to receive deliveries at Contractor's option. This will be done upon placement of a valid purchase order (or other ordering mechanism between the Contractor and ordering entity) to the Contractor's address as indicated in the contract award notification. Contractors must notify OGS Procurement Services of any new business created from Authorized Users’ requests for delivery, so that OGS Procurement Services can make adjustments to the delivery schedules, to capture these new accounts. All cases shall require Contractors to notify both contract user and OGS Procurement Services of any locations not originally identified on the Delivery Schedules, within thirty (30) days after the first delivery is made. See the New Accounts clause of this Contract.

At any time during the contract, Contractors may be advised in writing by OGS regarding political subdivisions or other Non-State entities which have filed on a timely basis but do not appear, through no fault of their own, on the delivery schedule. These locations shall be included in the delivery schedule and receive contract pricing.

Filed requirements and delivery schedules may be updated by OGS for any mutually agreed upon extension.

NOTE: On occasion, entities may appear on the wrong delivery schedule as entities self-report. For example, a Non-State entity may appear on the Agency schedule on occasion or vice versa. OGS does review and seek clarification of information on the delivery schedules but does not catch all errors.

3.19 Product Returns and Exchanges

In addition to the provisions of Appendix B Title and Risk of Loss, Product Substitution, and Rejected Product, Products returned or exchanged due to quality problems, duplicated shipments, outdated Product, incorrect Product shipped, Contractor errors otherwise not specified, or Products returned or exchanged due to Authorized User errors, shall be replaced with specified Products or the Authorized User shall be credited or refunded for the full purchase price.

Products shall be replaced within guaranteed delivery times (regular or emergency as applicable) of written notification to the Contractor of the Authorized User’s intent to return or exchange the Product. Contractor can charge only a restocking fee for Product returned or exchanged due to Authorized User error that is determined not to be suitable for resale; the restocking fee cannot exceed the net price of the returned or exchanged Product.

MINIMUM LEVEL TOTAL - TANK CAPACITY/GALS

10% Under 5500 15% 5,500 and over

Group 05800 – Liquefied Petroleum Gas (LPG) – Propane (Certain Counties) – Base Contract PAGE 17

Any credit or refund shall be applied against the next bill/invoice submitted by the Contractor to the Authorized User. If no credit or refund, or only a partial credit or refund, is made in such fashion, the Contractor shall pay to the Authorized User the amount of such credit or refund or portion thereof still outstanding, within 30 calendar days of demand.

3.20 Unanticipated Excessive Purchase

The State reserves the right to negotiate lower pricing, or to advertise for Bids, for any unanticipated excessive purchase.

3.21 Contract Administration

The Contractor shall provide a sufficient number of Customer Service employees who are knowledgeable and responsive to Authorized User needs and who can effectively service the Contract. Contractor shall also provide an Emergency Contact in the event of an emergency occurring after business hours or on weekend/holidays.

Contractor shall provide a dedicated Contract Administrator to support the updating and management of the Contract on a timely basis. Contractor must notify OGS within five Business Days if it’s Contract Administrator, Emergency Contact, or Customer Service employees change, and provide an interim contact person until the position is filled. Changes shall be submitted electronically via e-mail to the OGS Contract Management Specialist.

3.22 NYS Financial System (SFS)

New York State is currently operating on an Enterprise Resource Planning (ERP) system, Oracle PeopleSoft software, referred to as the Statewide Financial System (SFS). SFS supports requisition-to-payment processing and financial management functions.

Further information regarding business processes, interfaces, and file layouts currently in place may be found at:

http://www.sfs.ny.gov and https://www.osc.ny.gov/state-agencies/gfo/chapter-iii/iii1-statewide-financial-system-sfs-overview.

3.23 Americans with Disabilities Act (ADA)

The federal ADA bars employment discrimination and requires all levels of government to provide necessary and reasonable accommodations to qualified workers with disabilities. Contractor is required to identify and offer any Products it manufactures or adapts that may be used or adapted for use by persons with visual, hearing, or any other physical disabilities. Although it is not mandatory for Contractor to have these Products in order to receive an award, it is necessary to identify any such Products offered that fall into the above category.

3.24 Insurance

The Contractor shall maintain in force at all times during the term of the Contract, policies of insurance pursuant to the requirements outlined in Attachment 4 – Insurance Requirements.

3.25 Report of Contract Usage

Contractor shall submit Attachment 5 – Report of Contract Usage including total sales to Authorized Users of this Contract by Contractor, and all authorized resellers, dealers and distributors, if any, semi-annually (twice per year due January 15th for sales July 1st through December 31st, and due July 15th for sales January 1st through June 30th ). If the Contract period begins or ends in a fractional portion of a reporting period, only the actual Contract sales for this fractional period should be included in the semiannual report.

http://www.sfs.ny.gov/ https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.osc.ny.gov%2Fstate-agencies%2Fgfo%2Fchapter-iii%2Fiii1-statewide-financial-system-sfs-overview&data=05%7C02%7CWendy.Reitzel%40ogs.ny.gov%7C788ee54c939d422b361d08dd1a163b05%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C638695404959872339%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=gQ3Ay0VGCCat68LtiQRekSd%2FwoOAQPKorMJ04Ztgjzg%3D&reserved=0 https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.osc.ny.gov%2Fstate-agencies%2Fgfo%2Fchapter-iii%2Fiii1-statewide-financial-system-sfs-overview&data=05%7C02%7CWendy.Reitzel%40ogs.ny.gov%7C788ee54c939d422b361d08dd1a163b05%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C638695404959872339%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=gQ3Ay0VGCCat68LtiQRekSd%2FwoOAQPKorMJ04Ztgjzg%3D&reserved=0

Group 05800 – Liquefied Petroleum Gas (LPG) – Propane (Certain Counties) – Base Contract PAGE 18

Contractors shall specify if any authorized resellers, dealers or distributors are NYS Certified Minority- and/or Women-Owned Business Enterprises (MWBEs), small business enterprises (SBEs), or Service-Disabled Veteran- Owned Businesses (SDVOBs).

The report is to be submitted electronically via e-mail in Microsoft Excel to OGS Procurement Services, to the attention of the individual listed on the front page of the Contract Award Notification and shall reference the Contract Group Number, Award Number, Contract Number, Sales Period, and Contractor's name.

The report in Attachment 5 – Report of Contract Usage contains the minimum information required. Additional related sales information, such as detailed user purchases may be required by OGS and must be supplied upon request. Failure to submit reports on a timely basis may result in Contract cancellation and designation of Contractor as non-responsible.

3.26 Contractor Requirements and Procedures for…