10-Attachment A NACO.pdf

Attachment A - Requirements for National Cooperative Contract Participation

RFP2000004256

Fairfax County, Virginia

Solicitation for

Procurement Card Services and

Other Payable Solutions, Products and Services

ON BEHALF OF ITSELF AND OTHER

GOVERNMENT

AGENCIES AND MADE AVAILABLE

THROUGH

PUBLIC PROMISE PROCUREMENT

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Requirements for National Cooperative Contract Participation

The following documents are used in evaluating and administering national cooperative contracts and must be reviewed and responded to as required herein.

– National Cooperative Contract Requirements

Appendix 1 – Lead Public Agency Certificate

Appendix 2 – Master Intergovernmental Cooperative Purchasing Agreement

Appendix 3 – Administration Agreement – Offeror must sign & return with proposal response

Appendix 4 – Supplier Worksheet – Offeror must complete, sign and submit with proposal response

Appendix 5 – Implementation Schedule

Appendix 6 – Federal Contract Terms and Conditions – Offeror must sign & return with proposal response

Appendix 7 – New Jersey Business Requirements – Offeror must sign & return with proposal response

Appendix 8 – New York Provisions and Forms – Offeror must sign & return with proposal response

Appendix 9 – State Notice Addendum

National Cooperative Contract Requirements

A. Overview

Public Promise Procurement (“PPP”) is a National Association of Counties (“NACo”) program to help Public Agencies acquire goods and services efficiently and cost effectively through strategic sourcing that harnesses the power of state and local government purchasing nationwide. This is accomplished through award of competitively solicited contracts for high quality products and services by a well-respected lead public agency (“Lead Public Agency” or “LPA”) – Fairfax County, Virginia for this initiative. The resulting contracts, also referred to as Master Agreements, are available for use by the Lead Public Agency and by other

Public Agencies.

NACo is a non-profit membership organization that represents 40,000 county elected officials and 3.6 million county staff. Learn more about NACo here.

B. Intent

The intent of this Request for Proposal is any resulting contract (“Master Agreement”) between the LPA and awarded Supplier (“Supplier”) be made available to other Public

Agencies nationally through Public Promise Procurement. This Exhibit outlines the requirements and expectations for qualifying Suppliers based on PPP’s requirements to make the resulting Master Agreement available to Public Agencies nationwide.

This RFP is intended to provide a comprehensive competitively solicited and awarded Master

Agreement offering the products, services and solutions covered by this solicitation to

Participating Public Agencies. It is intended to establish the Master Agreement as the

Supplier’s primary go to market strategy to Public Agencies nationwide. This RFP is intended to achieve cost savings for Supplier and Participating Public Agencies through a single solicitation process, representing the aggregate spend of Participating Public Agencies and resulting in the best value contract immediately available to Public Agencies without having to conduct their own competitive procurement process.

The requirements in this Exhibit are incorporated into and considered an integral part of the

RFP. PPP reserves the right to determine whether to make the Master Agreement available to Participating Public Agencies through its program.

C. Lead Public Agency

Fairfax County (hereinafter, “Lead Public Agency” or “LPA”) on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America and it’s Territories, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is acting as the Lead Public Agency for this solicitation to enter into a Master Agreement for Procurement Card Services and Other Payable Solutions, Products and Services.

http://www.publicpromiseprocurement.org/ https://www.naco.org/

The LPA has executed a Lead Public Agency Certificate (sample attached as Appendix 1) with Public Promise Procurement.

D. Public Sector Procurement Advisory Council

The NACo Research Foundation Public Sector Procurement Advisory Council, (hereinafter, “Procurement Advisory Council” or “PAC”) is made up of public procurement organizations from across the United States. PAC members participate in the development of solicitations and evaluation of proposals, and they serve as Lead Public Agencies that issue solicitations and administer awarded contracts on behalf of the program.

Current Procurement Advisory Council Members

Maria Agrusa, MBA, CPPO, CPP

Orange County, California

County Procurement Officer

Megan A. Perry-Balonier

Franklin County, Ohio

Director, Purchasing Department

Sean Behan

San Diego County, California

Chief, Procurement Services

Stephanie D. Brice, CPPO, CPPB, NIGP-CPP

Cobb County, Georgia

Deputy Director, Purchasing Department

Eric J. Carlson

Douglas County, Nebraska

Purchasing Agent

Karen Davidson

El Paso County, Texas

Chief Procurement Officer

Patrick Flanary

Wake County, North Carolina

Chief Financial Officer

James Foley

Maricopa County, Arizona

Deputy Chief Procurement Officer

Mike Frosch

Dallas County, Texas

Director, Purchasing

Adam Manne, MBA, CPPO, VCO, CPM

City of Baltimore

Maria Miles

Guilford County, North Carolina

MWBE Program Director

Gilbert Odonkor, AIA-CDT, MBA

Hennepin County, Minnessota

Manager of Construction Procurement

Lee Ann Pender, CPPO

Fairfax County, Virginia

Carolyn Secor

Broome County, New York

Raffi Serrafian

Cooke County, Illinois

Sumit Sharma

Los Angeles County, California

Division Director

Felicia Strong-Whitaker, CPPO, MCA

Fulton County, Georgia

Chief Purchasing Agent

Namita Uppall, C.P.M.

Miami-Dade County, Florida

E. Participating Public Agencies

There are approximately 95,000 public agencies eligible for this program. Each Participating

Public Agency executes a Master Intergovernmental Cooperative Purchasing Agreement

(hereinafter, “MICPA”) outlining the terms and conditions allowing access to the Lead

Public Agency’s Master Agreement(s). Under the terms of the MICPA, the procurement by the Participating Public Agency will be construed to be in accordance with, and governed by, the laws of the state in which the Participating Public Agency is located. A copy of the

MICPA is attached as Appendix 2.

The Lead Public Agency is acting as "Contracting Agency” for the Participating Public Agencies and shall not be held liable for any costs, damages, expenses, fees, liabilities, etc. incurred by any other Participating Public Agency. All transactions, purchase orders, invoice, payments, etc., will occur directly between the Supplier and each

Participating Public Agency individually, and neither PPP, any Participating Public Agency, shall not be liable to Supplier or any other Participating Public Agency for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency.

The terms and pricing established in the Master Agreement between the Supplier and the

LPA will be the same as that available to Participating Public Agencies through PPP.

F. Estimated Volume

The dollar volume of Products and Services purchased under the Master Agreement is estimated at $650M annually. This estimate is based on the anticipated volume of the Lead Public Agency and the existing consortium of participants in the current Fairfax County led contract. While there is no requirement for any agency to utilize the Master

Agreement, Fairfax County along with existing consortium members, the Procurement Advisory Council Members, and other NACo member agencies anticipate utilizing the

Master Agreement.

G. Evaluation of Proposals and Contract Award

1. Proposals will be evaluated by the LPA in accordance with, and subject to, this

Request for Proposals (“RFP”), the relevant statues, ordinances, rules, and regulations that govern its procurement practices.

2. The NACo Procurement Advisory Council members and other Participating Public

Agency representatives may serve as evaluators or technical advisors to the LPA in evaluating proposals, however the decision to award lies solely with the LPA.

3. Suppliers awarded a contract by the LPA will be required to extend the Master

Agreement to Public Agencies through Public Promise Procurement.

4. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the Participating Public Agency. Terms of the Master Agreement specifically applicable to the LPA are subject to modification by Participating Public

Agencies as required by law or regulation. For example, it will be the responsibility of the Supplier to comply, when applicable, with prevailing wage statutes in effect in the jurisdiction of a Participating Public Agency.

H. Administration Agreement

Suppliers that are awarded a contract by the Lead Public Agency and whose Master

Agreements Public Promise Procurement agrees to make available to Participating Public

Agency shall enter into the Administration Agreement with Public Promise Procurement.

Refer to Appendix 3. Offerors are required to sign and return Appendix 3, Administration Agreement with their proposal response.

I. Marketing, Sales and Administrative Support

During the term of the Master Agreement PPP intends to provide marketing, sales and administrative support for the Supplier that directly promotes the Supplier’s products, services and solutions to eligible Public Agencies. PPP will assign a National Program Director who will serve as the main point of contact for the Supplier and will be responsible for managing the relationship between the Supplier and PPP and serve as the conduit to other members of the PPP team providing sales, marketing, contracting, training, and operations support.

The PPP team will work with Supplier to promote the Master Agreement through marketing, sales and program management. PPP will promote the Master Agreement to both existing Participating Public Agencies and eligible Public Agencies through multiple marketing means such as print, electronic and video collateral, website presence, trade shows and conferences, and social media. The PPP team will collaborate with the Supplier to provide training sessions for the team and Public Agencies, hands-on customer service and other strategic initiatives. The PPP team will support Supplier and LPA as subject matter experts regarding public procurement, cooperative purchasing and county government.

PPP, Supplier and LPA will convene at an agreed upon cadence to conduct regular business reviews to monitor program success, plan initiatives, identify and resolve issues, and other general contract and program administration activities.

J. Representations and Covenants

As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, commitments and covenants to the LPA and Public Promise Procurement designed to ensure the success of the Master

Agreement for all Participating Public Agencies and Supplier.

1. Corporate Commitment – Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master Agreement is Supplier’s primary offering to Public

Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including existing customers, and Supplier will transition existing customers to the Master

Agreement upon their request, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with Public Promise Procurement and will execute such agreement concurrent with the and as a condition of its execution of the

Master Agreement with the LPA. Supplier will identify an executive corporate sponsor and a separate national account manager with the RFP response that will be responsible for the overall management of the Master Agreement, Administration Agreement with

Public Promise Procurement, and relationships with PPP and the LPA.

2. Pricing Commitment – Supplier commits the pricing provided under the Master

Agreement is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.

3. Sales Commitment – Supplier commits to aggressively market the Master Agreement as its primary offering to Public Agencies and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through Public

Promise Procurement nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to Public Promise Procurement in accordance with the

Administration Agreement (Appendix 3). Supplier also commits its sales force will be compensated, including sales incentives, in a consistent or better manner compared to sales to Public Agencies through other contracts or by other means.

K. Supplier Response Requirements

Supplier must provide the following information in its RFP response for consideration in evaluation for award of a Master Agreement to be extended to Public Agencies through

Public Promise Procurement.

1. Company Information

a. Brief history and description of Supplier including experience providing similar products and services to public sector customers.

b. Total number, type (inside, field, SLED, etc.) and location of salespersons employed by Supplier.

c. Total number and location of retail/wholesale/support centers (as applicable) and location of corporate offices.

d. Annual sales for the past three years, Federal Employer Identification Number

(FEIN) and DUN & Bradstreet report.

e. Provide the name, title, email address, phone number of the persons who will fulfill the roles of Executive Program Sponsor and National Account Manager.

f. Describe any supplier diversity programs and initiatives and how they can be beneficial to Participating Public Agencies. Identify business classification certifications Supplier holds. Certificates must be made available upon request.

g. Describe any sustainability programs and initiative es and they can be beneficial to Participating Public Agencies. Identify business sustainability certifications

Supplier holds. Certificates must be made available upon request.

h. Describe how Supplier will use subcontractors in fulfilling its obligations under the Master Agreement. A list of subcontractors must be made available upon request.

i. Describe how Supplier differentiates itself from its competitors.

j. Identify and describe any present or past litigation, bankruptcy or reorganization involving Supplier in the past 10 years.

i. Felony Conviction Notification – Indicate if Supplier

1. Is a publicly held corporation and this reporting requirement is not applicable.

2. Is not owned or operated by anyone who had been convicted of a felony.

3. Is owned or operated by someone(s) who has been convicted of a felony and provide names and conviction details.

k. Identify and describe any debarment or suspension action taken by a Federal, State or Local Government entity in the past 10 years.

2. Products, Distribution and Logistics Information

a. Any Supplier awarded a Master Agreement may offer their complete product and service offerings that fall within scope of the Agreement. Describe the full line of products and services offered by Supplier.

b. Describe how supplier proposes to distribute the products/services nationwide.

Include any states, territories or other areas where products and services will not be offered under the Master Agreement.

c. Describe how Participating Public Agencies are ensured they will receive the

Master Agreement pricing through all available service channels (i.e., retail or in-store locations, distributors, online sales).

d. Describe how Participating Public Agencies verify and audit pricing to ensure compliance with the Master Agreement.

e. Provide the number, size and location of Supplier’s facilities and retail network as applicable.

3. Sales and Marketing Information

a. Describe in detail how Supplier’s national sales team is structured and directed.

b. Describe in detail how Supplier’s national sales team will work with the Public

Promise Procurement team to service Public Agencies nationwide.

c. Describe in detail how Supplier will manage the national program throughout the term of the Master Agreement, including coordination of marketing, sales, new business acquisition, contract administration, etc.

d. Provide a detailed 60-day plan beginning from award of the date of award of the

Master Agreement describing the strategy to immediately implement the Master

Agreement as supplier’s primary offering to Public Agencies addressing, at a minimum:

i. Training of Supplier’s Executive Sponsor, National Account Manager, national sales team.

ii. Launch of co-branded, contract specific webpage on Suppliers Website.

iii. Identifying primary targets for new business acquisition.

iv. Formal roll-out of Master Agreement to Public Agencies.

e. Describe how Supplier will transition any existing Public Agency customer accounts to the Master Agreement.

f. Provide a list of national and regional public sector cooperative contracts Supplier holds and how the Master Agreement will be positioned among those offerings.

g. Describe in detail Supplier’s information systems capabilities with regard to order management (product inquiry to receipt of payment). Include details of each platform used.

h. Although Public Agencies have the option to use the Master Agreement to acquire good & services without further competitive bidding, there may be situation where Public Agencies issue their own solicitation. Please describe in detail

Supplier’s strategy for responding to such situations.

i. Provide State, Local and Education (SLED) sector sales, by sector, for the last full fiscal year.

j. Provide five (5) customer agency references including the value of sales to the agency, the name, e-mail address and phone number of an agency representative knowledgeable of the transaction(s).

Appendix 1 of Attachment A to RFP2000004256

LEAD PUBLIC AGENCY CERTIFICATE

In its capacity as a Lead Public Agency for Public Promise Procurement, XX County, XX has read and agrees to the general terms and conditions set forth in the Master

Intergovernmental Cooperative Purchasing Agreement (“MICPA”) regulating the use of the

Master Agreements and purchase of products and services that are from time to time made available by Lead Public Agency to Participating Public Agencies nationwide through Public

Promise Procurement. Copies of Master Agreements and any amendments thereto made available by Lead Public Agency will be provided to Suppliers and Public Promise

Procurement to facilitate use by Participating Public Agencies.

I understand that the purchase of one or more products and services under this MICPA is at the sole and complete discretion of the Participating Public Agencies.

XXX County

Appendix 2

MICPA

MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT

This agreement is made between certain government agencies that execute a Lead Public Agency

Certificate (“Lead Public Agencies”) to be appended and made a part hereof and other governmental agencies (“Participating Public Agencies”) that agree to their terms and conditions hereof through the Public Promise Procurement registration and made a part hereof.

RECITALS

WHEREAS, after a competitive solicitation and selection process by Lead Public Agencies, a number of Suppliers have entered into Master Agreements to provide a variety of goods, products and services based on national and international volumes (herein “Products and

Services”);

WHEREAS, Master Agreements are made available by Lead Public Agencies through Public

Promise Procurement and provide that Participating Public Agencies may purchase Products and Services on the same terms, conditions and pricing as the Lead Public Agency, subject to any applicable local purchasing ordinances and the laws of the State of purchase;

WHEREAS, the parties desire to comply with the requirements and formalities of the

Intergovernmental Cooperation Act as may be applicable to the laws of the State of purchase;

WHEREAS, the parties hereto desire to conserve resources and reduce procurement cost;

WHEREAS, the parties hereto desire to improve the efficiency, effectiveness and economy of the procurement of necessary Products and Services;

NOW, THEREFORE, in consideration of the mutual promises contained in this agreement, and of the mutual benefits to result, the parties agree as follows:

1. That each party will facilitate the cooperative procurement of Products and Services.

2. That the procurement of Products and Services subject to this agreement shall be conducted in accordance with and subject to the relevant statutes, ordinances, rules and regulations that govern each party’s procurement practices.

3. That the cooperative use of solicitations obtained by a party to this agreement shall be in accordance with the terms and conditions of the solicitation, except as modification of those terms and conditions is otherwise allowed or required by law.

4. That the Lead Public Agencies will make available, upon reasonable request and subject to convenience, information which may assist in improving effectiveness, efficiency and economy of Participating Public Agencies procurement of Products and Services.

5. That a procuring party will make timely payments to the Supplier for Products and

Services received in accordance with the terms and conditions of the procurement.

Payment, inspections and acceptance of Products and Services ordered by the procuring party shall be the exclusive obligations of such procuring party. Disputes between

Appendix 2

MICPA

procuring party and Supplier are to be resolved in accord with the law and venue rules of the State of purchase.

6. The procuring party shall not sue this agreement as a method for obtaining additional concessions or reduced prices for similar products or services.

7. The procuring party shall be responsible for the ordering of Products and Services under this agreement. A non-procuring party shall not be liable in any fashion for any violation by a procuring party, and the procuring party shall hold non-procuring party harmless from any liability that may arise from action or inaction of the procuring party.

8. The exercise of any rights or remedies by the procuring party shall be the exclusive obligation of such procuring party.

9. This agreement shall remain in effect until termination by a party giving 30 days written notice to Public Promise Procurement at The National Association of Counties Office at

660 North Capital Street, NW, Suite 400, Washington, DC 20016.

10. This agreement shall take effect after execution of the Lead Public Agency certificate or

Participating Public Agency Registration, as applicable.

Appendix 3

PPP ADMIN AGR

ADMINISTRATION AGREEMENT

This ADMINISTRATION AGREEMENT (the “Agreement”) is effective as of _____________, 20__, by and between PUBLIC PROMISE PROCUREMENT, LLC (“P.P.P.”) and ___________________(the “Supplier”).

RECITALS

WHEREAS, _____________ (“Lead Public Agency”) has entered into a certain Master Agreement dated as of even date herewith, referenced as Agreement No. , by and between Lead Public Agency and Supplier (as amended from time to time in accordance with the terms thereof, the “Master Agreement”) for the purchase of

_______________ (the “Products, Services and Solutions”);

WHEREAS, the Master Agreement provides that any county, state, city, special district, local government, tribal governments, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both public and private), other government agency or nonprofit organization (each a “Public Agency” and collectively, “Public Agencies”) may purchase Products, Services and Solutions at the prices indicated in the Master Agreement upon prior registration with P.P.P., in which case the Public Agency becomes a “Participating Public Agency”;

WHEREAS, P.P.P. has the administrative and legal capacity to administer purchases under the Master

Agreement to Participating Public Agencies;

WHEREAS, P.P.P. serves in an administrative capacity for Lead Public Agency and other lead public agencies in connection with other master agreements offered by P.P.P.;

WHEREAS, Lead Public Agency desires P.P.P. to proceed with administration of the Master Agreement on the same basis as other master agreements;

WHEREAS, P.P.P. and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, P.P.P. and

Supplier hereby agree as follows:

ARTICLE 1

GENERAL TERMS AND CONDITIONS

1.1 The Master Agreement, attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement.

1.2 P.P.P. shall be afforded all of the rights, privileges and indemnifications afforded to Lead Public Agency under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to P.P.P. under this Agreement including, without limitation, Supplier’s obligation to provide insurance and indemnifications to Lead Public Agency.

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1.3 Supplier shall perform all duties, responsibilities and obligations required under the Master Agreement.

1.4 P.P.P. shall perform all of its duties, responsibilities and obligations as administrator of purchases under the Master Agreement as set forth herein, and Supplier acknowledges that P.P.P. shall act in the capacity of administrator of purchases under the Master Agreement.

1.5 Each of Supplier and P.P.P. hereby grant to the other, during the term of this

Agreement, a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use such party’s name, trademark and logo solely to perform its obligations under this Agreement and the Master Agreement. Each party shall provide the other party with the standard terms of use of such party’s name, trademark and logo, and such party shall comply with such terms in all material respects. Each party shall assist the other party by providing camera-ready logos and by participating in related trade shows and conferences. Both parties shall obtain approval from the other party prior to use of such party’s name, trademark and logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party’s name, trademark and logo. Upon termination of this Agreement, each party shall immediately cease use of the other party’s name, trademark and logo.

1.6 With respect to any purchases made by Lead Public Agency or any Participating

Public Agency pursuant to the Master Agreement, P.P.P (a) shall not be construed as a dealer, remarketer, representative, partner, or agent of any type of Supplier, Lead Public Agency or such Participating Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Lead Public Agency, any Participating Public Agency or any employee of Lead Public Agency or a Participating Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by a Participating Public Agency to (i) comply with procedures or requirements of any federal, state, local or foreign constitution, treaty, statute, ordinance, code, rule, law or regulation (“Law”), industry self-regulatory standards that may apply to Supplier or the Master Agreement, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. P.P.P makes no representations or guarantees with respect to any minimum purchases required to be made by Lead Public Agency, any Participating Public Agency, or any employee of Lead Public Agency or a Participating Public Agency under the

Master Agreement. The terms of this section shall survive the termination of this Agreement.

1.7 Supplier acknowledges that, in connection with its access to P.P.P. confidential information and/or supply of data to P.P.P., it has complied with and shall continue to comply with all Law and industry self-regulatory standards that may apply to Supplier, including, without limitation Law and industry self-regulatory standards governing data protection, privacy and the use and processing of Personal Information (collectively, “Data Regulations”). With regard to Personal Information that Supplier collects, receives, or otherwise processes under the

Agreement or otherwise in connection with performance of the Agreement, Supplier agrees that it will not: (i) sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, such Personal Information to another business or third party for monetary or other valuable consideration; or (ii) retain, use, or disclose such Personal Information outside of the direct business relationship between Supplier and P.P.P. or for any purpose other than for the specific purpose of performance of the

Agreement, including retaining, using, or disclosing such Personal Information for a commercial purpose other than for performance of the Agreement. By entering into the Agreement, Supplier certifies that it understands the specific restrictions contained in this Section 1.6 and will comply with them. For purposes hereof, “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, and includes the specific elements of “personal information” or “individually identifiable information” as defined under

Data Regulations. Supplier will reasonably assist P.P.P. in timely responding to any third party “request to know” or “request to delete” (as defined pursuant to Data Regulations) and will promptly provide P.P.P. with information reasonably necessary for P.P.P. to respond to such requests. Where Supplier collects Personal Information directly from Public Agencies or others on P.P.P.’s behalf, Supplier will maintain records and the means necessary to enable P.P.P. to respond to such requests to know and requests to delete.]

ARTICLE 2

TERM OF AGREEMENT

2.1 This Agreement shall terminate upon termination of the Master Agreement or any earlier termination in accordance with the terms of this Agreement, provided, however, that (i) (A) the obligation to pay all amounts owed by Supplier to P.P.P. through the termination of this Agreement, and (B) all indemnifications afforded by Supplier to P.P.P.

pursuant to Section 6.1, shall survive the termination of this Agreement, and (ii) Sections

1.5, 4.1 and 7.10 shall survive the term of this Agreement pursuant to the terms of such sections. [Upon termination of the Master Agreement for any reason, Supplier shall continue making payments of all amounts to P.P.P. that are generated by individual

Participating Public Agency purchases of Products, Services and Solutions for a period of either (i) one (1) year from the date of termination, or (ii) through the then current expiration date of the Master Agreement, whichever is shorter, to the extent that Supplier continues to generate revenue from each Participating Public Agency’s purchase of Products, Services and Solutions following the termination of the Master Agreement.]

ARTICLE 3

REPRESENTATIONS AND COVENANTS

P.P.P. views the relationship with the Supplier as an opportunity to provide benefits to the Lead Public

Agency, Public Agencies and Supplier. The successful foundation of the relationship requires certain representations and covenants from both P.P.P. and the Supplier.

3.1 P.P.P. Representations and Covenants.

(a) Marketing. P.P.P. shall proactively market the Master Agreement to

Public Agencies using resources such as a network of major sponsors, including the National Association of Counties (“NACo”), and named individual national, regional and state-level sponsors. P.P.P. will incorporate information about the Products, Services and Solutions into P.P.P.’s website and general collateral materials. In addition, P.P.P. staff shall make commercially reasonable efforts to enhance Supplier’s marketing efforts through meetings with Public Agencies, participation in key events and tradeshows and other marketing activities such as webinars, speaking engagement, advertising, social media, articles and promotional campaigns.

(b) Training and Educational Management Support. P.P.P. shall provide support for the education, training and engagement of Supplier’s sales force as provided herein.

Through its staff (each, a “Program Manager” and collectively, the “Program Managers”), P.P.P.

may help with scheduling assistance from Supplier, conduct training sessions and conduct educational calls jointly with Supplier to Public Agencies. P.P.P. shall also provide Supplier with presentations, documents and information to assist Supplier’s sales force in effectively promoting the Master Agreement.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, P.P.P.

EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND

WARRANTIES REGARDING P.P.P.’S PERFORMANCE AS A PROGRAM

ADMINISTRATOR OF THE MASTER AGREEMENT. P.P.P. SHALL NOT BE LIABLE IN

ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL,

EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF P.P.P. IS ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES.

3.2 Supplier’s Representations and Covenants. Supplier hereby represents and covenants as follows in order to ensure that Supplier is providing the highest level of public benefit to Participating Public Agencies (such representations and covenants are sometimes referred to as “Supplier’s Commitments” and are comprised of the Corporate Commitment, Pricing Commitment, and Sales Commitment):

(a) Corporate Commitment.

(i) The Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management .

(ii) Master Agreement is Supplier’s primary offering to Public

Agencies.

(iii) Master Agreement will be promoted to all Public Agencies, including existing customers, and Supplier will transition existing customers to the Master

Agreement upon their request.

(iv) Supplier will assign an Executive Corporate Sponsor with the authority and overall responsibility for the Master Agreement, this Administration Agreement, and the relationship with P.P.P. and the Lead Public Agency. Supplier will ensure that the P.P.P.

program and the Master Agreement are actively supported by senior executive management, and the Supplier’s Commitments are maintained at all times.

(v) Supplier will assign a National Account Manager which will have the overall responsibility for receiving communications from P.P.P. concerning new

Participating Public Agency registrations and for ensuring timely follow-up by Supplier’s staff to requests for contact from Participating Public Agencies and coordinating sales team activities.

(vi) Supplier shall demonstrate throughout the term of the Master Agreement that Supplier’s National/Senior Management fully supports the P.P.P. program and its commitments and requirements. For purposes hereof, Supplier’s National/Senior Management is defined as Supplier’s executive officers.

(b) Pricing Commitment.

(i) Supplier commits the pricing provided under the Master Agreement is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.

(ii) Contracts Offering Lower Prices. If a pre-existing contract and/or a Public Agency’s unique buying pattern provide one or more Public Agencies a lower price than that offered under the Master Agreement, Supplier shall match that lower pricing under the

Master Agreement and inform the eligible Public Agencies that the lower pricing is available under the Master Agreement. If an eligible Public Agency requests to be transitioned to the

Master Agreement, Supplier shall do so and report the Public Agency’s purchases made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies. Below are three examples of Supplier’s obligation to match the pricing under

Supplier’s contracts offering lower prices.

(A) Supplier holds a state contract with lower pricing that is available to all Public Agencies within the state. The contract was awarded under the same or similar market conditions as currently exist. Supplier would be required to match the lower state pricing under the Master Agreement and make it available to all

Public Agencies within the state.

(B) Supplier holds a regional cooperative contract with lower pricing that is available only to the regional cooperative members, some of whom are Public Agencies. The contract was awarded under the same or similar market conditions as currently exist. Supplier would be required to match the lower cooperative pricing under the Master Agreement and make it available to all Public Agencies that are regional cooperative members.

(C) Supplier holds a contract with an individual Public Agency.

The Public Agency contract does not contain any cooperative language and therefore other Public Agencies are not eligible to utilize the contract. The contract was awarded under the same or similar market conditions as currently exist. Supplier would be required to match the lower pricing under the Master Agreement and make it available only to the individual Public Agency.

(iii) Deviating Buying Patterns. Occasionally P.P.P. and Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the normal Public Agency buying pattern and terms and conditions and causes Supplier’s pricing under the Master Agreement to be higher than an alternative contract held by

Supplier. This could be created by a unique end-user preference or requirements. In the event that this situation occurs, Supplier may address the issue by lowering the price under the Master Agreement on the item(s) causing the large deviation for that Public Agency. Supplier would not be required to lower the price for other Public Agencies.

(iv) Supplier’s Options in Responding to a Third Party Procurement

Solicitation. While it is the objective of P.P.P. to encourage Public Agencies to piggyback on to the Master Agreement rather than issue their own procurement solicitations, P.P.P. recognizes that for various reasons some Public Agencies will issue their own solicitations. The following options are available to Supplier when responding to a Public Agency solicitation:

(A) Supplier may opt not to respond to the procurement solicitation. Supplier may make the Master Agreement available to the Public Agency as a comparison to its solicitation responses.

(B) Supplier may respond with the pricing, terms and conditions of the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement.

(C) If competitive conditions require pricing lower than the standard Master Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Supplier would not be required to extend the lower price to other Public Agencies.

(D) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement.

If awarded a contract, Supplier shall still be bound by all obligations set forth in this

Section 3.2, including, without limitation, the requirement to continue to advise the awarding Public Agency of the pricing, terms and conditions of the Master Agreement.

(E) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement and if an alternative response is permitted, Supplier may offer the pricing under the

Master Agreement as an alternative for consideration.

(c) Sales Commitment.

(i) Supplier commits to aggressively market the Master Agreement as its primary offering to Public Agencies and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through Public Promise

Procurement nationwide.

(ii) Supplier commits that all Master Agreement sales will be accurately and timely reported to Public Promise Procurement.

(iii) Supplier also commits its sales force will be compensated, including sales incentives, in a consistent or better manner compared to sales to Public Agencies through other contracts or by other means.

(iv) All of Supplier’s sales materials targeted towards Public Agencies shall include the P.P.P. logo. At a minimum, Supplier’s sales initiatives shall communicate that

(i) the Master Agreement was competitively solicited by the Lead Public Agency, (ii) the Master Agreement provides the Supplier’s best overall pricing and value to eligible agencies, (iii) there is no cost to Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive contract.

(v) Branding and Logo Compliance. Supplier shall be responsible for complying with the P.P.P. branding and logo standards and guidelines. Prior to use by Supplier, all P.P.P. related marketing material must be submitted to P.P.P. for review and approval.

(vi) Sales Force Training. Supplier shall train its national sales force on the Master Agreement and P.P.P. program. P.P.P. shall be available to train on a national, regional or local level and generally assist with the education of sales personnel.

(vii) Participating Public Agency Access. Supplier shall establish the following communication links to facilitate customer access and communication:

(A) A dedicated P.P.P. internet web-based homepage that is accessible from Supplier’s homepage or main menu navigation containing:

(1) P.P.P. standard logo;

(2) Copy of original procurement solicitation;

(3) Copy of Master Agreement including any amendments;

(4) Summary of Products, Services and Solutions pricing;

(5) Electronic link to P.P.P.’s online registration page;

and

(6) Other promotional material as requested by P.P.P

(A) A dedicated email address for general inquiries in the following format: PPP@(name of supplier).com.

(viii) Electronic Registration. Supplier shall be responsible for ensuring that each Public Agency has completed P.P.P.’s online registration process prior to processing the Public Agency’s first sales order.

(ix) Supplier’s Performance Review. Upon request by P.P.P., Supplier shall participate in a performance review meeting with P.P.P. to evaluate Supplier’s performance of the covenants set forth in this Agreement.

(x) Supplier Content. Supplier may, from time to time, provide certain graphics, media, and other content to P.P.P. (collectively, “Supplier Content”) for use on P.P.P.

websites and for general marketing and publicity purposes. During the term of the Agreement, Supplier hereby grants to P.P.P. and its affiliates a non-exclusive, worldwide, free, transferrable, license to reproduce, modify, distribute, publicly perform, publicly display, and use Supplier Content in connection with P.P.P. websites and for general marketing and publicity purposes, with the right to sublicense each and every such right. Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated here under; and (b) the use of Supplier Content and any other materials or services provided to P.P.P. as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party. Notwithstanding the foregoing, P.P.P. shall not have any right, title, or interest in Supplier’s Content. Upon termination of this

Agreement, P.P.P. shall immediately cease use of Supplier’s Content.

3.3 Breach of Supplier’s Representations and Covenants. The representations and covenants set forth in this Agreement are the foundation of the relationship between P.P.P. and Supplier. If Supplier is found to be in violation of, or non-compliance with, one or more of the representations and covenants set forth in this Agreement, Supplier shall have ninety (90) days from the notice of default to cure such violation or non-compliance and, if Supplier fails to cure such violation or non-compliance within such notice period, it shall be deemed a cause for immediate termination of the Master Agreement at Lead Public Agency’s sole discretion or this Agreement at P.P.P.’s sole discretion.

ARTICLE 4

PRICING AUDITS

4.1 P.P.P. shall have the authority to conduct random audits of Supplier’s pricing that is offered to Participating Public Agencies at P.P.P.’s sole cost and expense. Notwithstanding the foregoing, in the event that P.P.P. is made aware of any pricing being offered to three (3) or more Participating Public Agencies that is materially inconsistent with the pricing under the Master

Agreement, P.P.P. shall have the ability to conduct a reasonable audit of Supplier’s pricing at Supplier’s sole cost and expense during regular business hours upon reasonable notice. P.P.P.

may conduct audits internally or may engage a third-party auditing firm on a non-contingent basis. In the event of an audit, the requested materials shall be provided in the format and at the location where kept in the ordinary course of business by Supplier.

ARTICLE 5

FEES & REPORTING

5.1 Administrative Fees. Supplier shall pay to P.P.P. a monthly administrative fee of

0.25% of aggregate purchases made during each calendar month (individually and collectively, “Administrative Fees”) . All Administrative Fees shall be payable in U.S. dollars and shall be made by wire to P.P.P., or its designee or trustee as may be directed in writing by P.P.P..

Administrative Fees shall be due and payable within thirty (30) days of the end of each calendar month for prescriptions issued during such calendar month. P.P.P. agrees to pay to Lead Public

Agency a percentage of all Administrative Fees received from Supplier to help offset Lead Public Agency’s costs incurred in connection with managing the Master Agreement nationally.

5.2 Sales Reports. Within thirty (30) days of the end of each calendar month, Supplier shall deliver to P.P.P. an electronic accounting report, in the format prescribed by Exhibit B attached hereto, summarizing all purchases made under the Master Agreement during such calendar month (“Sales Report”). AlI purchases indicated in the Sales Report shall be denominated in U.S. dollars. All purchases shipped and billed pursuant to the Master Agreement for the applicable calendar month shall be included in the Sales Report. Submitted reports shall be verified by P.P.P. against its registration database. Any data that is inconsistent with the registration database shall be changed prior to processing. P.P.P. reserves the right upon reasonable advance notice to Supplier to change the prescribed report format to accommodate the distribution of the Administrative Fees to its program sponsors and state associations.

5.3 Exception Reporting/Sales Reports Audits. Supplier shall, at Suppliers sole expense, maintain an accounting of all purchases made by Lead Public Agency and Participating

Public Agencies under the Master Agreement. P.P.P. or its designee may, at its sole discretion, compare Supplier’s Sales Reports with Participating Public Agency records or other sales analysis performed by Participating Public Agencies, sponsors, advisory board members or

P.P.P. staff. If there is a material discrepancy between the Sales Report and such records or sales analysis resulting in an underreporting of purchases and underpayment of Administrative Fees as determined by P.P.P., P.P.P. shall notify Supplier in writing and Supplier shall have thirty (30) days from the date of such notice to resolve the discrepancy to P.P.P.’s reasonable satisfaction.

Upon resolution of the discrepancy, Supplier shall remit payment of any additional agreed-upon

Administrative Fees, together with interest thereon in accordance with Section 5.5, to P.P.P.

within fifteen (15) calendar days. Any questions regarding an exception report should be directed to P.P.P. in writing to reporting@[ppp].org. If Supplier does not resolve the discrepancy to P.P.P.’s reasonable satisfaction within thirty (30) days, P.P.P. shall have the right to engage a third party to conduct an independent audit of Supplier’s Sales Reports. Supplier shall solely be responsible for the cost of the audit. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by P.P.P. at the location designated by

P.P.P. In the event an underreporting of purchases and a resulting underpayment of Administrative Fees is revealed as a result of the audit, Supplier shall remit payment of any such Administrative Fees, together with interest thereon in accordance with Section 5.5, to P.P.P.

within fifteen (15) calendar days of Supplier’s receipt of the audit results.

5.4 Usage Reporting. Within thirty (30) days of the end of each contract year, Supplier shall deliver to P.P.P.