EMPIRE STATE COOPERATIVE PROCUREMENT ALLIANCE

The Counties of Chemung, Orange, Rockland, and Ulster (“Organizing Local Governments”), all being municipal corporations in the State of New York, have organized the Empire State Cooperative Procurement Alliance (“Alliance”) to serve all public participating entities (as discussed below) through the creation of a procurement cooperative to issue cooperative bids, operate and maintain an e-sourcing, contract management and marketplace e-procurement system, and enable Alliance members to be in compliance with New York State bidding requirements, in identifying suppliers of commodities, good and services, and to realize the potential economies, including administrative cost savings.

The Organizing Local Governments of the Alliance have acted in accordance with section 119-o of the New York State General Municipal Law to cooperatively create the Alliance to fulfill their respective public and governmental purposes, needs, objectives and programs, and have additionally determined that public participating entities as described below shall be permitted to join the Alliance.

Public Participating Entities

New York State political subdivisions and others authorized by New York State law may participate in the resulting Contract from this solicitation. These include, but are not limited to, local governments, public authorities, public school and fire districts, public and nonprofit libraries, and certain other nonpublic/nonprofit organizations through the Empire Procure Connect Marketplace administered by the Alliance. There are currently 57 counties (outside NYC), 62 cities, 933 towns, 531 villages 690 school districts, 37 boards of cooperative educational services, 36 community colleges, 411 library districts, and 1803 fire companies/departments located in New York State that can make purchases through contracts awarded by the County on behalf of the Empire State Cooperative Procurement Alliance and made available through its online marketplace - Empire Procure Connect Marketplace (“EPC Marketplace”). Visit www.empireprocureconnect.info for more information.

Empire Procure Connect and the EPC Marketplace have been developed in partnership with Periscope (as defined below) to streamline the selling process for public participating entities in New York. It is both a technology system and a cooperative purchasing program.

Suppliers can establish their marketplace presence in the EPC Marketplace by utilizing Empire Procure Connect for this solicitation. In partnership with the Alliance, Periscope http://www.empireprocureconnect.info/ can develop additional marketing campaigns to promote the product and services awarded under this solicitation in the EPC Marketplace.

To be eligible for the award, the bidder/offeror agrees, by submission of an offer, to fully cooperate with the Alliance and Periscope (and any authorized agent) to integrate the bidder’s/offeror’s presence in the EPC Marketplace.

EMPIRE STATE COOPERATIVE PROCUREMENT ALLIANCE’S

TERMS AND CONDITIONS

These terms and conditions are incorporated into the awarding County’s contractual terms and conditions and apply to the awarding contract. All references below to “Contractor” shall mean the bidder/offeror awarded the Contract.

1. Empire State Cooperative Procurement Alliance

a. Alliance is a county cooperative purchasing program in the State of New York facilitated by the Empire State Cooperative Procurement Alliance, which is comprised of Chemung, Orange, Rockland, and Ulster counties. The Contract is a permissive cooperative contract that may be used by other Public Participating Entities as described below.

2. Public Participating Entities

a. New York State political subdivisions and others authorized by New York State law may participate in the Contract. These include, but are not limited to, local governments, public authorities, boards of cooperative educational services (BOCES), public school and fire districts, public and nonprofit libraries, and certain other nonpublic/nonprofit organizations through the Empire Procure Connect Marketplace administered by the Alliance.

b. “Alliance Member” means a public participating entity conducting purchases pursuant to a cooperative contract established by the Alliance. The County is also an Alliance Member and may be included in references to same herein.

3. Quarterly Sales Reporting

As of the effective date of the Contract awarded from this solicitation, the Contractor shall be required to submit a quarterly report documenting all Sales made under the Contract

(“Quarterly Sales Report”). “Sales” shall mean total invoices for Net Purchases. “Net Purchases” means the total gross purchases, less any credits, taxes, regulatory fees, and separately stated shipping charges not included in unit prices, procured by Alliance Participant, regardless of whether the EPC Marketplace is used as part of the purchase process. The Quarterly Sales Report shall be submitted directly to Periscope using the Reconciler portal (Periscope’s reporting tool to which a link shall be provided to Contractor), or otherwise as reasonably directed by Periscope and/or the County, no later than thirty (30) calendar days after the end of each calendar quarter. The calendar quarters will end September 30th, December 31st, March 31st, and June 30th each year. The Quarterly Sales Report will include periods less than a full calendar quarter if the Contract does not start on the first day of a quarter or end on the last day of the quarter. Contractor shall submit one Quarterly Sales Report for each contract for each reporting period. The Quarterly Sales Report must contain the following information:

a. Complete and accurate details of all sales, credits, returns, refunds, and the like for the reporting quarter.

b. Purchasing Alliance Member and type.

c. Product/service description, unit price, quantity and total sale amount.

d. Invoice number and date.

e. Total Supplier Convenience Fee (as defined below), which is the amount due for the reporting quarter. This fee is calculated by multiplying the quarterly Sales by 1.75%.

f. For all Sales made under or utilizing the pricing or other terms of the Contract that have been invoiced, the Contractor shall remit a fee in the amount of one and one-three quarter percent (1.75%) of all such Sales (“Supplier Convenience Fee”) to Periscope; and

g. Such other information as the County and/or Periscope may reasonably request.

If no sales were made during the reporting quarter, then a Quarterly Sales Report shall still be submitted showing zero sales and zero Supplier Convenience Fee due.

The Contractor is responsible for initiating and submitting the Quarterly Sales Report without prompting or notification from Periscope or the County. Periscope and the County assume no responsibility for Contractor’s failure to meet its sales reporting and fee remittance obligations. The County reserves the right to contact the Contractor at any time to request that the Contractor attests to the amounts reported to have been paid to them by an Alliance Member.

The County and Periscope shall have a perpetual, irrevocable, non-exclusive, royalty-free, transferable right to display, modify, copy, and otherwise use reports, data, and information provided.

4. Remittance of the Supplier Convenience Fee

a. Every quarter, and at the same time as the submission of the Quarterly Sales Report as provided above, the Contractor shall remit the Supplier Convenience Fee via automated clearing house (ACH) transaction directly to Periscope using the Reconciler portal, or as otherwise reasonably directed by Periscope or the County, no later than thirty (30) days after the end of each calendar quarter. The calendar quarters will end September 30th, December 31st, March 31st, and June 30th each year. Periscope’s or the County’s receipt or acceptance of any Quarterly Sales Report and/or Supplier Convenience Fee furnished pursuant to the Contract shall not preclude Periscope or the County from challenging the validity thereof at any time. Failure to submit the Quarterly Sales Report and/or Supplier Convenience Fee in a timely and accurate manner may result in the Contractor’s goods and/or services being made ineligible for purchase through the EPC Marketplace. Continued non-compliance by the Contractor may result in the Contractor being found in default of the Contract. Assistance with Supplier Convenience Fee remittance is available from Periscope Customer Service by email or telephone and contact information shall be provided during the Contractor’s onboarding.

5. Retention and Inspection of Records and Audit

a. The Contractor shall keep records of all sales made to an Alliance Member in sufficient detail to enable the County to determine the Supplier Convenience Fee payable by the Contractor. The County and/or Periscope may examine and audit, at its own expense, the Contractor’s sales records and Quarterly

Sales Reports for completeness and accuracy. If such examination reveals underpayment of the Supplier Convenience Fee, the Contractor shall immediately pay Periscope the deficiency amount. If the examination reveals an underpayment of 5% or more, then the Contractor shall reimburse the County and/or Periscope for the cost of the audit.

6. Empire State Procurement Alliance Cooperative Program Marketing, Training, and Performance Review

a. Contractor agrees to work cooperatively with County and Periscope personnel.

The Contractor agrees to present plans to the County for the education of the Contractor’s contract administrator(s) and sales/marketing workforce regarding the Contract, including the competitive nature of the Alliance’s procurements, the Contract, and the way qualifying entities can participate in the Contract.

b. Contractor agrees to notify the County and Periscope of any contractual most-favored-customer provisions in third-party contracts or agreements that may affect the promotion of the Contract or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or orders from the Contract. Upon request of the County or Periscope, the Contractor shall provide a copy of any such provisions.

7. Contractor’s Compliance and Termination of Access

a. The Contractor hereby acknowledges and agrees that the Alliance reserves the right to remove, suspend, or bar Contractor from using the EPC Marketplace if, in the Alliance’s sole discretion, the Contractor fails to strictly adhere to: (i) The Alliance’s rules, regulations, and policies, as may be updated from time to time,

(ii) the laws and regulations of the using Alliance Member, and (iii) the laws and regulations of the State of New York. Failure to adhere includes violations of terms of use/service, code of conduct breaches, or any actions that contravene applicable local, county, or state laws.

b. The Alliance may take immediate action to remove, suspend, or bar Contractor if the Alliance determines that the Contractor’s continued use of the Alliance poses a risk to other users, the integrity of the Alliance and/or the EPC Marketplace, or violates any applicable laws or regulations.

c. The duration and terms of removal, suspension, or barring shall be determined by the Alliance based on the severity and frequency of the violation(s). The Alliance reserves the right to permanently bar a Contractor for repeated or severe violations.

d. The Contractor agrees that the Alliance’s determination in these matters is final and binding.

Empire Procure Connect

1. Empire Procure Connect General Terms and Conditions

a. The Alliance entered into a multi-year agreement with Periscope Holdings, Inc. (“Periscope”), whereby Periscope will provide electronic marketplace hosting and management services to enable an Alliance Member to access a central online website to view and/or shop the goods and services available from existing Alliance cooperative contracts. The central online website is referred to as “Empire Procure Connect.”

b. The Contractor will have visibility in Empire Procure Connect with a marketplace presence that contains the Contractor’s Contract and contact information. Marketplace presence implementation is also available to the Contractor at no additional cost to provide customers with information about the Contractor’s products and services in a shoppable format. At a minimum, the Contractor is required to participate in Empire Procure Connect by creating a marketplace presence in the EPC Marketplace. The Contractor can implement a catalog in the marketplace as described below.

c. Marketplace Presence - If the Contractor does not have a product listing to create a hosted catalog or a punchout catalog, they should establish a marketplace presence by providing marketing materials and website URLs showcasing their awarded products and services. Any pricing displayed must align with the prices listed in the Contract, ensuring consistency and transparency for potential buyers.

d. At a minimum, the Contractor agrees to the following timeline: Periscope staff shall provide a written request to the Contractor to begin the onboarding process.

Contractor shall: 1) attend a vendor onboarding meeting with Periscope within thirty

(30) days of the date of execution of the Contract, and 2) complete marketplace presence or catalog approval process(es) within ninety (90) calendar days of the date of execution of the Contract. Contractor shall cooperate with the County and Periscope for any other reasonable requests to ensure an accurate depiction of the Contract in the EPC Marketplace.

e. The Contractor shall ensure that any information or marketplace appearance complies with the Contract's scope and terms and conditions. Any identified deviation from the Contract must be corrected immediately. Any information or marketplace appearance that does not comply with the Contract's scope and terms and conditions can lead to a breach of contract and be escalated to the County for review and possible action. Any changes to the Contractor’s marketplace presence permitted by the Contract must be pre-approved in writing by the County.

EPC Marketplace

1. Catalog Implementation

a. These terms and conditions apply whenever a catalog is implemented, either through a Periscope-hosted or Contractor-hosted catalog with Empire Procure Connect.

b. Periscope does not have an additional charge to the Contractor for creating a marketplace catalog.

c. These terms and conditions govern the Contractor's use of Empire Procure Connect, whether the Contractor creates a catalog through Periscope-hosted or Contractor-hosted (“punchout catalog”) options. Alternatively, the Contractor may establish a marketplace presence if a hosted catalog is unsuitable for their needs.

d. The Contractor must collaborate with the County and/or Periscope as needed, including attending meetings, to establish and continuously maintain an EPC Marketplace catalog featuring products and services aligned with the contract items. The Contractor has the flexibility to select one of the available catalog options.

i. Hosted Catalog – Contractor shall provide a list of its awarded products and services (including product name, descriptions, images, relevant specifications, keyword search terms, etc.) and pricing consistent with the Contract and in the electronic format provided by Periscope. The product and service list may only provide the awarded products and services at prices listed in the Contract, including quantity and other discounts. To maintain the most up-to-date version of the product and service list in compliance with Contract’s terms and conditions, the Contractor must provide updated product and service pricing information via electronic format approved by Periscope at least annually but no more than four times per year or as otherwise permitted by the Contract.

ii. Punchout Catalog – Contractor shall “punch out” to its own online catalog, provided that its online catalog can be integrated with the EPC marketplace via Commerce eXtensible Markup Language. Contractor’s punchout catalog may only provide the awarded products and services at prices listed in the Contract, including quantity and other discounts.

Contractor must validate that the punchout catalog is current by providing a written update to Periscope every four (4) months (or as otherwise provided in the Contract), verifying that Contractor has audited the offered products and services and pricing

e. Any price stated by the Contractor under the Contract (including in its hosted or punchout catalog) shall be inclusive of the Supplier Convenience Fee, which the Contractor shall not reflect as a separate line item on customer quotes and invoices.

f. The catalog implementation must be strictly limited to the Contractor’s awarded contract offering (e.g., products and/or services not authorized through the resulting cooperative contract should not be viewable by Empire Procure Connect users).

2. Revising Pricing and Product Offerings

a. Any revisions to product/service offerings (new products, altered SKUs, new pricing, etc.) must be pre-approved by the County and shall be subject to any other applicable restrictions concerning the frequency or amount of such revisions as stated in the solicitation.

3. Applicability

The Contractor agrees that the Alliance solely controls which contracts appear in the EPC Marketplace and may elect at any time to remove any or all the Contractor’s offering from the EPC Marketplace.

a. The County reserves the right to approve the pricing on the EPC Marketplace.

This marketplace review right is solely for the benefit of the County and participating entities, and the review and approval shall not waive the requirement that products and services be offered at prices (and approved fees) required by the Contract.

b. County-approved price changes are only effective once implemented within the EPC Marketplace. Errors in the Contractor’s submitted pricing files will delay this process.

4. Contractor Support

a. Periscope will provide contact information for implementation and support services through ongoing communications to all contractors and publicly available online resources.

5. Minimum Requirements

When the Contractor is providing a catalog for the EPC Marketplace, the Contractor agrees to meet the following requirements:

a. The catalog must contain the current County approved contract pricing, including all applicable administrative fees and/or discounts built into the pricing, as well as the most County approved up-to-date product/service offering the Contractor is authorized to provide in accordance with the cooperative contract; and

b. The catalog must include County’s contract identification number; and

c. The catalog must include detailed product line-item descriptions; and

d. The catalog must include pictures.

6. NIGP/UNSCP Requirements: Contractor shall support using either the National

Institute of Government Procurement (NIGP) or United Nations Standard Products and Services Code (UNSCP) commodity codes. NIGP is the preferred commodity code.

NIGP/UNSPC versions that must be adhered to are driven by Periscope for the contractors and are upgraded yearly. Empire State Cooperative Procurement Alliance reserves the right to migrate to future versions of the NIGP/UNSPC Commodity Codes, and the Contractor shall be required to support the migration effort. All line items, goods, or services in the resulting contract must be associated with a NIGP/UNSCP Commodity Code. All line items must be identified at the most detailed NIGP/UNSPC Commodity Code level indicated by segment, family, class, and commodity.