Attachment F State of New York Participating Addendum~1.pdf

GROUP 39000, Award XXXXX – EP Cleaning Products, Programs, Equipment. and Supplies (Statewide)

PCXXXXX – AWARDED CONTRACTOR NAME Page 1

PARTICIPATING ADDENDUM

New York State Contract # PCXXXXX

Master Contract # Commonwealth of Massachusetts Operational Services Division Environmentally Preferable Cleaning Products, Programs, Equipment and Supplies Statewide Contract Contract # MA AWARDED CONTRACT

NUMBER

DESIGNATED CONTACTS:

Primary Contact: Sefora Castrello E-mail address: sefora.castrello@ogs.ny.gov

Secondary Contact: Annie Gilroy E-mail address: annie.gilroy@ogs.ny.gov

Tertiary Contact: Lydia Chan E-mail address: Lydia.chan@ogs.ny.gov

THIS CONTRACT is made between the People of the State of New York, acting by and through the Commissioner of the Office of General Services (hereinafter “State” or “OGS”) whose principal place of business is the 36th Floor, Corning Tower, The Governor Nelson A. Rockefeller Empire State Plaza, Albany, New York 12242, pursuant to authority granted under New York State Finance Law §163(10)(e), and AWARDED CONTRACTOR NAME (hereinafter “Contractor” or “Vendor” or “Offerer”), with its principal place of business at AWARDED CONTRACTOR ADDRESS. OGS and Contractor are hereby individually referred to as a “Party” and collectively referred to as “Parties.”

Contractor’s Employer Identification Number is EMPLOYER IDENTIFICATION NUMBER and NYS Vendor Identification Number is NYS VENDOR IDENTIFICATION NUMBER. [Contractor is a disregarded entity of _____________ (Parent/Owner), a STATE NAME Corporation, with an Employer Identification Number of __________. Parent/Owner’s Employer Identification Number is used for tax reporting purposes under this Participating Addendum.] [DELETE IF

INAPPLICABLE]

Whereas, in accordance with New York State Finance Law §163(10)(e), the Commissioner of OGS (hereinafter “Commissioner”) may authorize purchases required by New York State agencies or other authorized purchasers by approving the use of a contract let by any department, agency or instrumentality of the United States government and/or any department, agency, office, political subdivision or instrumentality of any state or states (hereinafter “Issuing Agency”);

and

Whereas, the Commonwealth of Massachusetts has recently let a certain contract number MA AWARDED CONTRACT NUMBER with Contractor for Environmentally Preferable Cleaning Products, Programs, Equipment and Supplies (hereinafter “Master Contract”); and

Whereas, OGS Procurement Services, on behalf of the Commissioner, finds it necessary and desirable to enter into this contract (hereinafter “Participating Addendum” or “Contract”), with Contractor for the purchase of specified products or services under the terms and conditions established pursuant to the Master Contract; and mailto:sefora.castrello@ogs.ny.gov mailto:annie.gilroy@ogs.ny.gov mailto:Lydia.chan@ogs.ny.gov

PCXXXXX – AWARDED CONTRACTOR NAME Page 2

Whereas, OGS provided notification of its intention to enter into this Participating Addendum with Contractor by placing a notice in the _______________________ edition of the New York State Contract Reporter.

Therefore, by completing and signing this Participating Addendum, Contractor is willing and able to enter into a contract and authorizes OGS to process the Participating Addendum and provide notification to Authorized Users regarding the availability of this Participating Addendum.

1. CONTRACT SCOPE

This document sets forth the terms and conditions governing acquisitions under this Participating Addendum for use by Authorized Users. All the terms, conditions, covenants and representations contained herein and in the Master Contract, except as modified by this Participating Addendum, are hereby incorporated by reference and deemed to be a part of this Participating Addendum as if fully set forth at length herein. The terms and conditions of this Participating Addendum shall supersede any conflicting terms and conditions set forth in the Master Contract.

The Master Contract is expressly amended as noted in Section 3, Merger of Appendices/Conflict of Clauses, below. New York State excludes the following from the scope of this Participating Addendum:

a. Microfiber Cleaning Services

b. Installation – includes the furnishing of any equipment, rigging and materials required to install or place the products in the proper location

2. ESTIMATED QUANTITIES

This Participating Addendum shall be an estimated quantity 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 under the Master Contract and the competitiveness of the pricing offered.

Authorized Users will be encouraged to purchase from Contractors who offer the Products and pricing that best meet their needs in the most practical and economical manner. See Appendix B, Section 28, Estimated/Specific Quantity Contracts and Section 25, Participation in Centralized Contracts.

Numerous factors could cause the actual quantities of Products purchased under the Participating Addendum to vary substantially from any estimates. Such factors include, but are not limited to, the following:

• This Participating Addendum will be a nonexclusive contract;

• 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 Participating Addendum 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 this Participating Addendum for cause or convenience prior to the end of the term pursuant to the terms and conditions of this Participating Addendum;

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

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

By execution of this Participating Addendum, Contractor acknowledges the foregoing and agrees that actual good faith purchasing volumes during the term of this Participating Addendum could vary substantially from any estimates provided herein or previous purchases.

3. MERGER OF APPENDICES/CONFLICT OF CLAUSES

This Participating Addendum shall incorporate the following appendices as if set forth herein at length. Only documents

PCXXXXX – AWARDED CONTRACTOR NAME Page 3 expressly enumerated below shall be deemed a part of this Participating Addendum, and references contained in those documents to additional Contractor documents not enumerated below shall be of no force and effect. Conflicts between these documents shall be resolved in the following descending order of precedence.

I. Appendix A, Standard Clauses for NYS Contracts (October 2019) II. Participating Addendum (This Document) III. Attachment 4 – Insurance Requirements

IV. Appendix B, OGS General Specifications (April 2016) V. Appendix C, Federal Funding Terms and Conditions (July 2021) VI. Master Contract VII. Attachment 5 – Contractor and Reseller Information Form

4. NYS COMPTROLLER APPROVAL

Pursuant to the Memorandum of Understanding (“MOU”) dated August 15, 2019 between the Offices of the New York State Governor Andrew M. Cuomo (“Executive”), New York State Comptroller Thomas P. DiNapoli (“OSC”), the State University of New York (“SUNY), the State University of New York Construction Fund (“SUCF”), the City University of New York (“CUNY”), and the City University of New York Construction Fund (“CUCF”), procurement documents and contracts awarded under the Participating Addendum shall have no force and effect and the State bears no liability unless such procurement documents and contracts awarded under the Participating Addendum are approved by OSC or the pertinent pre-audit review period under the MOU has elapsed.

5. APPENDIX B AMENDMENTS

The following Appendix B clauses are hereby modified for the purposes of this Participating Addendum.

I. The following sections of Appendix B are hereby deleted: 3 (International Bidding), 4 (Bid Opening), 5 (Late Bids), 10 (Product References), 14 (Site Inspection), 17 (Tie Bids), 18 (Quantity Changes Prior To Award), and 19 (Timeframe for Offers).

6. APPLICABLE LAW

This Participating Addendum shall be governed by and construed in accordance with the laws of the State of New York.

Any claims or actions brought by Contractor against the State for monetary damages shall be brought in the New York State Court of Claims. See Section 14, Governing Law, in Appendix A.

7. CONTRACT TERM AND EXTENSIONS

The term of this Participating Addendum shall begin on the date of approval by the New York State Office of the State Comptroller (OSC) and shall end upon the expiration or termination of the Master Contract, subject to OGS’ right to terminate this Participating Addendum as provided herein. It is the intent of the Parties that the term of this Participating Addendum be coterminous with the term of the Master Contract; accordingly, the term of this Participating Addendum shall be deemed extended whenever the term of the Master Contract is extended, without the need for the Parties to execute an extension or amendment to this Participating Addendum.

8. AUTHORIZED USERS

“Authorized User” shall have the meaning set forth in the New York State Finance Law, Section 163(1)(k). This Participating Addendum is for use by Authorized Users, which includes, but is not limited to, New York State agencies, political subdivisions, local governments, public authorities, public school and fire districts, public and nonprofit libraries, and certain other nonpublic/nonprofit organizations.

Upon request, all eligible non-State agencies must furnish the Contractor with the proper tax exemption certificates and documentation certifying eligibility to use State contracts. Questions regarding an organization's eligibility to purchase from New York State contracts may also be directed to OGS Customer Services at 518-474-6717 or at customer.services@ogs.ny.gov.

mailto:customer.services@ogs.ny.gov mailto:customer.services@ogs.ny.gov

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9. PREFERRED SOURCE PRODUCTS

Section 162 of the State Finance Law requires that Authorized Users afford first priority to the Products of Preferred Source suppliers such as Corcraft (the marketplace name for the NYS Department of Corrections and Community Supervision, Division of Industries), New York State Preferred Source Program for People who are Blind (NYSPSP), and New York State Industries for the Disabled (NYSID), and others determined by law, when such Products meet the form, function and utility of the Authorized User. Some Products in this Participating Addendum may be available from one or more Preferred Sources. An Authorized User must determine if a particular Product is approved for a Preferred Source and follow the requirements of State Finance Law § 162(3) or (4)(b), respectively, before engaging the Contractor.

10. PRICE AND DISCOUNTS

I. PRICE AND DISCOUNTS. Price shall include all customs duties and charges and be net, F.O.B. destination any point in New York State as designated by the ordering Authorized User.

Any prompt payment terms (cash discounts) or quantity (volume) discounts which are included in the Master Contract will also be included in this Participating Addendum.

II. "OGS OR LESS" GUIDELINES APPLY TO THIS CONTRACT

Purchases of the Products included in the Participating Addendum are subject to the “OGS or Less” provisions of State Finance Law § 163(3)(a)(v). This means that State Agencies can purchase Products from sources other than the Contractor provided that such Products are substantially similar in form, function or utility to the Products herein and are (1) lower in price and/or (2) available under terms which are more economically efficient to the State Agency (e.g. delivery terms, warranty terms, etc.).

Agencies are reminded that they must provide the State Contractor an opportunity to match the non-contract savings at least two business days prior to purchase. In addition, purchases made under “OGS or Less” flexibility must meet all requirements of law including, but not limited to, advertising in the New York State Contract Reporter, prior approval of the Office of the State Comptroller and competitive bidding of requirements exceeding the discretionary threshold. State Agencies should refer to Procurement Council Guidelines for additional information.

11. BEST PRICING OFFER

During the Participating Addendum term, if the Commissioner becomes aware that the Contractor is selling substantially the same or a smaller quantity of a Product outside of this Participating Addendum upon the same or similar terms and conditions as that of this Participating Addendum at a lower price to a federal, state or local governmental entity, the price under this Participating Addendum, 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.

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 or its authorized dealer on the date submitted.

All orders shall reference Contract number, requisition, and/or Purchase Order number (if applicable). Upon receipt of an order by Contractor or its authorized dealer, 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).

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 charges related to the

PCXXXXX – AWARDED CONTRACTOR NAME Page 5 use of the Purchasing Card, including but not limited to processing charges, surcharges or other fees.

14. MINIMUM ORDER

There are no minimum order quantities under this Participating Addendum.

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 Participating Addendum 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)

• 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 (if applicable)

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/content/vendor-information.

16. PROCESSING CONTRACT PAYMENTS

The Contractor acknowledges that a contract payment cannot be processed by an Authorized User until the contract Products have been delivered and accepted.

17. PROMPT PAYMENTS

Appendix B, Section 47, Prompt Payments, applies to this Participating Addendum. The parties acknowledge that Article 11- A of the State Finance Law requires payments to small businesses to be made within 15 days if the conditions set forth therein are met.

The Federal Prompt Payment Act (or any other law governing payment terms incorporated in the Master Contract) does not apply to the Participating Addendum regardless of customer.

18. PRODUCT RETURNS AND EXCHANGES

In addition to the provisions of Appendix B, Section 34,Title and Risk of Loss for Products Other than Technology Products, Section 35, Product Substitution, and Section 36, Rejected Product, Products returned or exchanged due to https://bsc.ogs.ny.gov/content/vendor-information

PCXXXXX – AWARDED CONTRACTOR NAME Page 6 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 10 business days 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.

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.

19. USE OF SUBCONTRACTORS/DEALERS/DISTRIBUTORS/RESELLERS

Contractor shall be fully liable for Subcontractor, dealer, distributor and/or reseller performance under this Participating Addendum, and their compliance with all Participating Addendum terms and conditions.

20. RESELLERS

A. Definitions

“Reseller” shall refer to alternate distribution sources (distributors or dealers) for a manufacturer that are authorized and designated by said manufacturer, subject to approval by New York State.

B. Conditions of Reseller Participation

Resellers must be approved in advance by the State as a condition of eligibility under the Participating Addendum.

The State also reserves the right to rescind any such participation or request that Contractor name additional Resellers, in the best interests of the State, at the State’s sole discretion, at any time. Contractor shall have the right to qualify Resellers and their participation under this Participating Addendum by product line, contracting program (e.g., government/educational sales), geographic region, size/sales volume, technical training or other criteria (“qualifying criteria”), provided that:

1. such qualifying criteria are uniformly applied to all potential Resellers based upon Contractor’s established, neutrally applied commercial/governmental program criteria, and not to a particular procurement;

2. all general categories of qualifying criteria must be disclosed by the Contractor to the State, in advance, at the beginning of the Participating Addendum term;

3. those qualifying criteria met by the Reseller must be identified in Reseller designations, as identified in the Contractor and Reseller/Distributor Information document, at the time that Reseller approval is requested; and,

4. immediate advance notice is provided to OGS in the event that a change in Reseller’s status occurs during the Participating Addendum term.

All Resellers who have been approved in accordance with the foregoing paragraph shall be eligible to quote lower pricing for procurements under this Participating Addendum which meet their qualifying criteria. Contractor warrants and represents that it shall not, directly or indirectly, by agreement, communication or any other means, restrict any Reseller’s participation or ability to quote a particular order.

C. Designation of Resellers

When Resellers are submitted for approval, Contractor must provide the State, in advance, with all necessary ordering information, billing addresses and Federal Identification numbers in the format requested in the Contractor and Reseller/Distributor Information document. Contractor shall also specify whether orders must be placed directly with Contractor or may be placed directly with designated Resellers.

D. Responsibility for Reporting/Performance

Contractor shall be fully liable for a Reseller’s performance and compliance with all Participating Addendum terms and conditions. Product purchased through a Reseller must be reported by Contractor in the required quarterly sales

PCXXXXX – AWARDED CONTRACTOR NAME Page 7 reports to the State as a condition of payment. In addition to inclusion of Reseller volume in the Contractor’s sales reporting obligation to the State, at the request of an Authorized User, the Reseller shall provide the Authorized User with reports of the individual Authorized User’s Participating Addendum activity with the Reseller.

E. Applicability of Participating Addendum Terms

Product ordered directly through Resellers shall be limited to Products previously approved for inclusion under this Participating Addendum and shall be subject to all terms and conditions of this Participating Addendum as a condition of Reseller participation.

21. NEW ACCOUNTS

Contractor may ask State Agencies and other Authorized Users to provide information in order to facilitate the opening of a customer account, including documentation of eligibility to use New York State Contracts, agency code, name, address, and contact person. State Agencies shall not be required to provide credit references.

22. OVERLAPPING CONTRACT PRODUCTS

Products available under this Participating Addendum may also be available from other New York State contracts. Authorized Users will be advised to select the most cost-effective procurement alternative that meets their program requirements, and to maintain a procurement record documenting the basis for this selection.

23. 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 is currently on PeopleSoft Financials version 9.2. SFS supports requisition-to-payment processing and financial management functions.

The State may be implementing additional PeopleSoft modules in the near future. Further information regarding business processes, interfaces, and file layouts currently in place may be found at: http://www.sfs.ny.gov and http://www.osc.state.ny.us/agencies/guide/MyWebHelp/.

24. 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 this Participating Addendum. the Contractor shall also provide an Emergency Contact in the event of an emergency occurring after business hours or on weekend/holidays.

The Contractor shall provide a dedicated Contract Administrator to support the updating and management of this Participating Addendum on a timely basis. Information regarding the Customer Service, Emergency Contact, and Contract Administrator shall be set forth in the Procurement Services contract page for this Participating Addendum. Contractor must notify OGS within five Business Days if its 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.

25. CONTRACTOR’S INSURANCE REQUIREMENTS

During the term of this Participating Addendum, the Contractor shall maintain in force, at its sole cost and expense, policies of insurance as required by Attachment 4 – Insurance Requirements.

26. REPORT OF CONTRACT USAGE

Contractor shall furnish to OGS a report of all Products provided under the Participating Addendum to Authorized Users of this Participating Addendum by Contractor, and all authorized resellers, dealers and distributors, if any, during each quarterly period, no later than the 15th of the month following the close of each quarter. Quarterly periods will end on March 31st, June 30th, September 30th and December 31st. Purchases by Non-state agencies, political subdivisions and others authorized by law shall be reported in the same report and be indicated as required. A template for such report is included in the Master Contract.

http://www.sfs.ny.gov/ http://www.osc.state.ny.us/agencies/guide/MyWebHelp/

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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 2003, or newer (or as otherwise directed by OGS), to the attention of the individual listed on the front page of the Contract Award Notification and shall reference the New York State Contract Number, Sales Period, and Contractor's (or other authorized agent) name, and all other fields required.

OGS reserves the right to amend the report template during the Participating Addendum term. 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 Participating Addendum cancellation and designation of Contractor as non-responsible.

27. CATALOGS AND PRICE LISTS

Catalogs and price lists shall be provided in accordance with the terms of the Master Contract. Upon request, Contractor shall also assist Authorized Users in the use of such documents.

28. SUMMARY OF POLICY AND PROHIBITIONS ON PROCUREMENT LOBBYING

Pursuant to State Finance Law § 139-j and § 139-k, this Participating Addendum includes and imposes certain restrictions on communications between OGS and a Bidder during the procurement process. A Bidder is restricted from making contacts from the earliest posting, on a governmental entity’s website, in a newspaper of general circulation, or in the procurement opportunities newsletter of intent to solicit offers/Bids through final award and approval of the Procurement Contract by OGS and, if applicable, the Office of the State Comptroller (“restricted period”) to other than designated staff unless it is a contact that is included among certain statutory exceptions set forth in State Finance Law § 139-j(3)(a).

Designated staff, as of the date hereof, is identified on the first page of this Participating Addendum. OGS employees are also required to obtain certain information when contacted during the restricted period and make a determination of the responsibility of the Bidder pursuant to State Finance Law §139-j and §139-k. Certain findings of non-responsibility can result in rejection for contract award and, in the event of two findings within a four-year period, the Bidder is debarred from obtaining governmental Procurement Contracts for four years. Further information about these requirements can be found on the OGS website at: https://www.ogs.ny.gov/acpl/

29. NEW YORK STATE VENDOR RESPONSIBILITY

I. OGS conducts a review of prospective contractors (“offerers”) to provide reasonable assurances that an offerer is responsive and responsible. A For-Profit Business Entity Questionnaire (hereinafter “Questionnaire”) is used for non-construction contracts and is designed to provide information to assess an offerer’s responsibility to conduct business in New York based upon financial and organizational capacity, legal authority, business integrity, and past performance history. If interested in contracting with New York State, an offerer must agree and hereby agrees to fully and accurately complete the Questionnaire. The offerer acknowledges that the State’s execution of a contract will be contingent upon the State’s determination that the offerer is responsible and that the State will be relying upon the offerer’s responses to the Questionnaire, in addition to all other information the State may obtain from other sources, when making its responsibility determination.

OGS recommends each offerer file the required Questionnaire online via the New York State VendRep System.

To enroll in and use the VendRep System, please refer to the VendRep System Instructions and User Support for Vendors available at the Office of the State Comptroller’s (OSC) website at http://www.osc.state.ny.us/vendors/index.htm or to enroll, go directly to the VendRep System online at https://portal.osc.state.ny.us.

Vendors must provide their New York State Vendor Identification Number when enrolling. For information on how to request assignment of a Vendor ID, see the NYS Vendor File Registration section. OSC provides direct support for the VendRep System through user assistance, documents, online help, and a help desk. The OSC Help Desk contact information is located at http://www.osc.state.ny.us/portal/contactbuss.htm. Offerers opting to complete and submit the paper questionnaire can access this form and associated definitions via the OSC website at http://www.osc.state.ny.us/vendrep/forms_vendor.htm.

http://www.ogs.ny.gov/acpl/ http://www.osc.state.ny.us/vendors/index.htm https://portal.osc.state.ny.us/ https://portal.osc.state.ny.us/ http://www.osc.state.ny.us/portal/contactbuss.htm http://www.osc.state.ny.us/vendrep/forms_vendor.htm http://www.osc.state.ny.us/vendrep/forms_vendor.htm

PCXXXXX – AWARDED CONTRACTOR NAME Page 9

In order to assist the State in determining the responsibility of the offerer prior to contract award, the offerer must complete and certify (or recertify) the Questionnaire no more than six (6) months prior to OGS’ transmittal to you of this Participating Addendum. An offerer’s Questionnaire cannot be viewed by OGS until the offerer has certified the Questionnaire. It is recommended that all offerers become familiar with all of the requirements of the Questionnaire and complete as soon as possible to allow sufficient time for OGS review prior to contract execution.

II. The Contractor shall at all times during the Participating Addendum term remain responsible. The Contractor agrees, if requested by the Commissioner of OGS or their designee, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity.

The Commissioner of OGS or their designee, in their sole discretion, reserves the right to suspend any or all activities under this Participating Addendum, at any time, when they discover information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, the Contractor must comply with the terms of the suspension order. Activity under the Participating Addendum may resume at such time as the Commissioner of OGS or their designee issues a written notice authorizing a resumption of performance under the Participating Addendum.

The Contractor agrees that if it is found by the State that the Contractor’s responses to the Vendor Responsibility Questionnaire were intentionally false or intentionally incomplete, on such finding, the Commissioner may terminate the Participating Addendum. Upon written notice to the Contractor, and a reasonable opportunity to be heard with appropriate OGS officials or staff, the Participating Addendum may be terminated by the Commissioner of OGS or their designee at the Contractor’s expense where the Contractor is determined by the Commissioner of OGS or their designee to be non-responsible. In such event, the Commissioner of OGS or their designee may complete the contractual requirements in any manner they may deem advisable and pursue available legal or equitable remedies for breach.

In no case shall such termination of the Participating Addendum by the State be deemed a breach thereof, nor shall the State be liable for any damages for lost profits or otherwise, which may be sustained by the Contractor as a result of such termination.

30. NEW YORK STATE TAX LAW SECTION 5-A

Tax Law § 5-a requires certain Contractors awarded State contracts for commodities, services and technology valued at more than $100,000 to certify to NYS Department of Taxation and Finance (DTF) that they are registered to collect New York State and local sales and compensating use taxes. The law applies to contracts where the total amount of such Contractors’ sales delivered into New York State is in excess of $300,000 for the four quarterly periods immediately preceding the quarterly period in which the certification is made, and with respect to any affiliates and Subcontractors whose sales delivered into New York State exceeded $300,000 for the four quarterly periods immediately preceding the quarterly period in which the certification is made.

A Contractor is required to file the completed and notarized Form ST-220-CA with OGS certifying that the Contractor filed the ST-220-TD with DTF. Only the Form ST-220-CA is required to be filed with OGS. The ST-220-CA can be found at https://www.tax.ny.gov/pdf/current_forms/st/st220ca_fill_in.pdf. The ST-220-TD can be found at https://www.tax.ny.gov/pdf/current_forms/st/st220td_fill_in.pdf . Contractor should complete and return the certification forms within five (5) business days of request (if the forms are not completed and returned prior to such request). Failure to make either of these filings may render a Contractor non-responsive and non-responsible. Contractor shall take the necessary steps to provide properly certified forms within a timely manner to ensure compliance with the law. The ST- 220-TD only needs to be filed once with DTF, unless the information changes for the Contractor, its affiliates, or its Subcontractors. Vendors may call DTF at 518-485-2889 with questions or visit the DTF web site at https://www.tax.ny.gov/ for additional information.

31. NEW YORK STATE VENDOR FILE REGISTRATION

Prior to being awarded a contract, the Contractor and any designated authorized dealers/distributors/resellers who accept http://www.tax.ny.gov/pdf/current_forms/st/st220ca_fill_in.pdf https://www.tax.ny.gov/pdf/current_forms/st/st220td_fill_in.pdf http://www.tax.ny.gov/

PCXXXXX – AWARDED CONTRACTOR NAME Page 10 payment directly from the State must be registered in the New York State Vendor File (Vendor File) administered by the Office of the State Comptroller (OSC). This is a central registry for all vendors who do business with New York State Agencies and the registration must be initiated by a State Agency. Following the initial registration, a unique New York State ten-digit vendor identification number (Vendor ID) will be assigned to your company and to each of your authorized dealers/distributors/resellers (if any) for use on all future transactions with New York State. Additionally, the Vendor File enables a vendor to use the Vendor Self-Service application to manage certain vendor information in one central location for all transactions related to the State of New York.

If the Contractor is already registered in the Vendor File, the Contractor must enter its ten-digit Vendor ID on this Participating Addendum. Authorized dealers/distributors/resellers already registered should list the Vendor ID number along with the authorized dealers/distributors/reseller information. (The Vendor ID number is not the same as a SOCIAL SECURITY NUMBER or a TIN/FEIN number.)

If the Contractor is not currently registered in the Vendor File, it must request assignment of a Vendor ID number from OGS. Contractor must complete the OSC Substitute W-9 Form (http://www.osc.state.ny.us/vendors/forms/ac3237_fe.pdf) and submit the form to OGS. Please send this document to a Designated Contact for this Participating Addendum. In addition, if an authorized dealer/distributor/reseller(s) is to be used that does not have a Vendor ID, an OSC Substitute W-9 form should be completed by each authorized dealer/distributor/reseller and submitted to OGS. The OGS will initiate the vendor registration process for all companies and their authorized dealers/distributors/resellers. Once the process is initiated, registrants will receive an e-mail identifying their Vendor ID and instructions on how to enroll in the online Vendor Self- Service application. For more information on the Vendor File, please visit the following website:

http://www.osc.state.ny.us/vendor_management.

32. ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER NO. 4

New York State is committed to environmental sustainability and endeavors to procure Products with reduced environmental impact. One example of this commitment may be found in Executive Order No. 4 (Establishing a State Green Procurement and Agency Sustainability Program), which imposes certain requirements on State Agencies, authorities, and public benefit corporations when procuring Products. More information on Executive Order No. 4, including specifications for offerings covered by this Participating Addendum, may be found at http://ogs.ny.gov/GreenNY/. State entities subject to Executive Order No. 4 are advised to become familiar with the specifications that have been developed in accordance with the Order, and to incorporate them, as applicable, when making purchases under this Participating Addendum.

33. USE OF RECYCLED OR REMANUFACTURED MATERIALS

New York State supports and encourages Contractors to use recycled, remanufactured or recovered materials in the manufacture of Products and packaging to the maximum extent practicable without jeopardizing the performance or intended end use of the Product or packaging unless such use is precluded due to health or safety requirements or Product specifications contained herein. Refurbished or remanufactured components or Products are required to be restored to original performance and regulatory standards and functions and are required to meet all other requirements of this Participating Addendum. Warranties on refurbished or remanufactured components or Products must be identical to the manufacturer's new equipment warranty or industry's normal warranty when remanufacturer does not offer new equipment. See Appendix B, Remanufactured, Recycled, Recyclable, or Recovered Materials.

34. MERCURY-ADDED CONSUMER PRODUCTS

The Contractor shall comply with the requirements of Title 21 of Article 27 of the NYS Environmental Conservation Law regarding restrictions on the sale, purchasing, labeling and management of any products containing elemental mercury under this Participating Addendum.

35. DIESEL EMISSION REDUCTION ACT

Pursuant to N.Y. Environmental Conservation Law § 19-0323 (the “Law”), it is a requirement that heavy duty diesel vehicles in excess of 8,500 pounds use the best available retrofit technology (“BART”) and ultra-low sulfur diesel fuel (“ULSD”). The requirement of the Law applies to all vehicles owned, operated by or on behalf of, or leased by State http://www.osc.state.ny.us/vendors/forms/ac3237_fe.pdf) http://www.osc.state.ny.us/vendor_management http://ogs.ny.gov/GreenNY/

PCXXXXX – AWARDED CONTRACTOR NAME Page 11

Agencies and State or regional public authorities. It also requires that such vehicles owned, operated by or on behalf of, or leased by State Agencies and State or regional public authorities with more than half of its governing body appointed by the Governor utilize BART.

The Law may be applicable to vehicles used by Contractors “on behalf of” State Agencies and public authorities and require certain reports from Contractors. All heavy duty diesel vehicles must have BART by the deadline provided in the Law. The

Law also provides a list of exempted vehicles. Regulations set forth in 6 NYCRR Parts 248 and 249 provide further guidance. The Contractor hereby certifies and warrants that all heavy duty vehicles, as defined in the Law, to be used under this Participating Addendum, will comply with the specifications and provisions of the Law, and 6 NYCRR Parts 248 and 249.

36. BULK DELIVERY AND ALTERNATE PACKAGING

New York State encourages the use of innovative packaging that reduces the weight of packaging and the generation of packaging waste. A Contractor is encouraged to use reusable materials and containers and to utilize packaging configurations that take advantage of storage containers designed to be part of the Product for the shipment of multi-unit purchases. New York State recognizes that these packaging methods are in the development stage and may not be currently available. Authorized Users are urged to inquire about these programs at the time of purchase and determine the best solution for their needs.

37. SURPLUS/TAKE-BACK/RECYCLING

I. A State Agency is reminded of its obligation to comply with the New York State Finance Law § 167, Transfer and Disposal of Personal Property, and § 168, The Management of Surplus Computer Equipment, regarding transfer and disposal of surplus personal property before utilizing take-back, recycling, or other options for disposition of equipment that is still in operable condition.

II. If Contractor offers a take-back/recycling program, then Contractor shall provide a record of disposition to each Authorized User who participates in the take-back/recycling program for units transferred for disposition.

Contractor shall provide documentation that the units were disposed of in an environmentally sound manner in compliance with applicable local, state and federal laws. See Section III below for specific requirements governing electronic equipment recycling.

III. The NYS Department of Environmental Conservation (“DEC”) Electronic Equipment Recycling and Reuse Act (“Act”) (Environmental Conservation Law, Article 27, Title 26, Electronic Equipment Recycling and Reuse), requires manufacturers to establish a convenient system for the collection, handling, and recycling or reuse of electronic waste. If Contractor is a manufacturer of electronic equipment covered by the Act, Contractor agrees to comply with the requirements of the Act. More information regarding the Act can be found on the DEC website at: http://www.dec.ny.gov/chemical/65583.html.

IV. If a Contractor offers a take-back/recycling program or offers an electronic equipment recycling program pursuant to the Act, and an Authorized User participates in same, then the Authorized User shall ensure the destruction of all data from any hard drives surrendered with the machines/covered electronic equipment. Contractor shall not require an Authorized User to surrender the hard drive, as an Authorized User may wish to retain the hard drive for security purposes. Contractor shall advise the Authorized User in advance if the retention of the hard drive results in additional fees or reduction in trade-in value. It is recommended that an Authorized User use a procedure for ensuring the destruction of confidential data stored on hard drives or other storage media that meets or exceeds the National Institute of Standards and Technology (“NIST”) Guidelines for Media Sanitation as found in NIST Special Publication 800-88.

38. 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

I. New York State Law http://www.dec.ny.gov/chemical/65583.html

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Pursuant to New York State Executive Law Article 15-A and Parts 140-145 of Title 5 of the New York Codes, Rules and Regulations (“NYCRR”), the New York State Office of General Services (“OGS”) is required to promote opportunities for the maximum feasible participation of New York State-certified Minority- and Women-owned Business Enterprises (“MWBEs”) and the employment of minority group members and women in the performance of OGS contracts.

II. General Provisions

A. OGS is required to implement the provisions of New York State Executive Law Article 15-A and 5 NYCRR

Parts 140-145 (“MWBE Regulations”) for all State contracts as defined therein, with a value (1) in excess of $25,000 for labor, services, equipment, materials, or any combination of the foregoing or (2) in excess of $100,000 for real property renovations and construction.

B. The Contractor agrees, in addition to any other nondiscrimination provision of the Contract and at no additional cost to OGS, to fully comply and cooperate with OGS in the implementation of New York State Executive Law Article 15-A and the regulations promulgated thereunder. These requirements include equal employment opportunities for minority group members and women (“EEO”) and contracting opportunities for MWBEs. Contractor’s demonstration of “good faith efforts” pursuant to 5 NYCRR §142.8 shall be a part of these requirements. These provisions shall be deemed supplementary to, and not in lieu of, the nondiscrimination provisions required by New York State Executive Law Article 15 (the “Human Rights Law”) or other applicable federal, State or local laws.

C. Failure to comply with all of the requirements herein may result in a finding of non-responsiveness, a finding of non-responsibility, breach of contract, withholding of funds, liquidated damages pursuant to clause IX of this section, and/or enforcement proceedings as allowed by the Contract and applicable law.

III. Equal Employment Opportunity (EEO)

A. The provisions of Article 15-A of the Executive Law and the rules and regulations promulgated thereunder pertaining to equal employment opportunities for minority group members and women shall apply to all Contractors, and any subcontractors, awarded a subcontract over $25,000, for labor, services, including legal, financial and other professional services, travel, supplies, equipment, materials, or any combination of the foregoing, to be performed for, or rendered or furnished to, the contracting State agency (the “Work”) except where the Work is for the beneficial use of the Contractor.

1. Contractor and subcontractors shall undertake or continue existing EEO programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. For these purposes, EEO shall apply in the areas of recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation.

This requirement does not apply to: (i) the performance of work or the provision of services or any other activity that is unrelated, separate or distinct from the Contract; or (ii) employment outside New York State.

2. By entering into this Contract, Contractor certifies that the text set forth in clause 12 of Appendix A, attached hereto and made a part hereof, is Contractor’s equal employment opportunity policy. In addition, Contractor agrees to comply with the Non-Discrimination Requirements set forth in clause 5 of Appendix A.

B. Form EEO 100 - Staffing Plan

To ensure compliance with this section, the Contractor agrees to submit or has submitted with the Bid a staffing plan on Form EEO 100 to OGS to document the composition of the proposed workforce to be utilized in the performance of the Contract by the specified categories listed, including ethnic background, gender, and federal occupational categories.

C. NYS Contract System Workforce Utilization Reporting Module (Commodities & Services)

1. The Contractor shall complete and shall require each of its subcontractors to complete a Workforce

Audit on a quarterly basis throughout the term of this Contract, by the 10th day of April, July, October, and January. To report the actual workforce utilized in the performance of the Contract by the specified

PCXXXXX – AWARDED CONTRACTOR NAME Page 13 categories listed including ethnic background, gender, and Federal occupational categories. Contractor shall coordinate with its subcontractors to ensure that all workers associated with this Contract are properly counted and reported. To prepare the report, Contractor and its subcontractors shall use the NYS Contract System Workforce Audit Module found at the following website:

https://ny.newnycontracts.com.

2. Separate audits shall be completed by Contractor and all subcontractors utilized on this contract and the

Contractor is responsible for ensuring timely submission of the Workforce Audit by their subcontractors.

3. In limited instances, the Contractor or subcontractor may not be able to separate out the workforce utilized in the performance of the Contract from its total workforce. When a separation can be made, the Contractor or subcontractor shall complete the Workforce Audit and indicate that the information provided relates to the actual workforce utilized on the Contract. When the workforce to be utilized on the Contract cannot be separated out from the Contractor's or subcontractor's total workforce, the Contractor or subcontractor shall complete the Workforce Audit and indicate that the information provided is the Contractor's or subcontractor’s total workforce during the subject time frame, not limited to work specifically performed under the Contract.

D. Contractor shall…