HomeMy WebLinkAboutContract 58902FORT WORTH CSC No. 58902
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Workplace Resource
Group ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of
precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — Seller's Quote, Scope of Services or Purchase Order;
3. Exhibit B — Cooperative Agency Contract Omnia Partners 2019.001896; and
4. Exhibit C — Conflict of Interest Questionnaire
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the
terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto.
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the
provisions of this Agreement. Total payment made under this Agreement for the first year by City shall not exceed
Fifteen Thousand Dollars ($15,000.00). Vendor shall not provide any additional items or services or bill for
expenses incurred for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by
this Agreement unless City first approves such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and expires on April 30, 2024 in line with cooperative contract. Upon the
expiration of this Term, the Agreement shall renew automatically under the same terms and conditions for up to
Five successive years (May 1 to April 30) and expires on April 30, 2029, unless City or Contractor provides the
other party with notice of non -renewal at least 60 days before the expiration of the Initial Term or renewal
period. However, if funds are not appropriated, the City may cancel the Agreement 30 calendar days after
providing written notification to the Contractor.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the
right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but
not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional
cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with
the provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2)
delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by
United States Mail, registered, return receipt requested, addressed as follows:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
To CITY:
City of Fort Worth
Attn: Valerie Washington, Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Workplace Resource Group
Name and Title:
Address:
707 W Vickery Blvd. Suite 101
Fort Worth, TX 76104
Facsimile: N/A
The undersigned represents and warrants that he or she has the power and authority to execute this Agreement
and bind the respective Vendor.
CITY OF FORT WORTH:
V4&— L&A --
BY: Valerie Washington (Feb 21, 202312:23 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: Feb 21, 2023
APPROVAL RECOMMENDED:
J s Davis (Feb 20, 2023 07:59 CST)
Name: Jim Davis
Title: Fire Chief
ATTEST:
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Name: Jannette Goodall
Title: City Secretary
VENDOR:
Workplace Resource Group
Sawa Wekeni
Name:
Title: Laura Western Account Ma
Date: 2.17.23
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: Br Ray (Feb 20, 2023 07:33 CST)
Name: Brenda Ray
Title: Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
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Jessika Williams (Feb 21, 2023 09:44 CST)
Name: Jessika Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A - Seller's Quote
wirig
A Certified *HermanMil[er Deafer
S FORT WORTH FIRE DEPARTMENT
O 505 W FELIX STEET
L FORT WORTH, TX 76115
D
T ATTN: SHERRY CARTER
0 EMAIL: sherry.carter@fortworthtexas.gov
OMNIA 2019.001896
Proposal
WRG FORT WORTH
707 W Vickery Blvd. Suite 101
FORT WORTH, TX 76104
Phone: 972-446-9100
Fax: 972-446-1209
www.wrgtexas.com
Quote/Order Number
38508
Date
01 /18/2023
Valid For
15 Days
Customer PO
Project Name
FW FIRE DEPARTMENT
Salesperson
Laura Western
Terms
50% DEPOSIT NET 10
Page
1 of 7
I FORT WORTH FIRE DEPARTMENT
N 505 W FELIX STEET
S FORT WORTH, TX 76115
T
A
L ATTN: SHERRY CARTER
L PHONE:817-392-6809
A
T
WRG Team Members
Sales, Laura Western, (western@wrgtexas.com, 972-389-8825
Design Mgr, Karen Long(Mgr), klong@wrgtexas.com, 972-389-8870
Project Manager, Charles Zulli, czulli@wrgtexas.com, 484.326.6604
Sales Coordinator, Mitch Bayne SC, mbayne@wrgtexas.com, 972-389-8895
Project Administration, Samuel Adebayo, sadebayo@wrgtexas.com, 972-389-8812
Line
Quantity
Description
1
1.00
NOTE
Each
PROJECT SCOPE: 1 Office, 1 Task Chair
2
3.00
DES ---
Each
DESIGN TIME: C38508 KMJ
:Actual Time- 2 hours
:2nd Check- .25
3
1.00
1123.BK1.MB.YE3.AR4--MC1-YCC01-LA1-FC1-BT1-BC1-CS5-CH 1-FABRIC-
Each
FG1-SUGAR-LICORICE-AC
Focus 2.0, Midback Mesh With Adjustable Lumbar, Enhanced Syncros w/ Seat
Depth, Height -Adjustable
MC1:Black Mesh
YCC01:Black
LA1:Onyx
FC1:Black Frame
BT1:5-Star Base
BC1:Black Nylon Base
CS5:Carpet Casters
CH1:Standard Cylinder
FABRIC:Fabric Grade Selections
FG1:Fabric Grade 1
SUGAR:Sugar Color Selection
LICORICE:Sugar Licorice
AC:Fully Assembled in a carton
4
1.00
53KO512PT
Each
PRIORITY,5DX12W,PENCIL TRAY
5
1.00
53K2428STL--MW
Each
PRIORITY,24DX28H,END PANEL,T-LEG, LAMINATE
MW:MIDTOWN
6
1.00
53K2436CPTL--P-STD-843-MW
Unit Price
0.00
82.67
513.17
15.18
255.76
158.24
Extended
Amount
0.00
248.01
513.17
15.18
255.76
158.24
wirig
ACertified ftermanMiller Dealer
Proposal
WRG FORT WORTH
707 W Vickery Blvd. Suite 101
FORT WORTH, TX 76104
Phone: 972-446-9100
Fax: 972-446-1209
www.wrgtexas.com
Quote/Order Number
38508
Date
01 /18/2023
Valid For
15 Days
Customer PO
Project Name
FW FIRE DEPARTMENT
Salesperson
Laura Western
Terms
50% DEPOSIT NET 10
Page
2 of 7
Each
PRIORITY,24DX36W,COMPONENT TOP, RECTANGLE, HPL
PA/8" MOLDED VIN
STD:STANDARD GROUP 1
843:MISTED ZEPHYR
MW:MIDTOWN
7 1.00
53K2448WBSL3--P-X-STD-843-MW-460
231.84
231.84
Each
PRIORITY,24DX48W,SURFACE, BENCH ING,RECTANGLE, HPL,WIRE MGR
PA/8" MOLDED VIN
X:NO GROMMET
STD:STANDARD GROUP 1
843:MISTED ZEPHYR
MW:MIDTOWN
460:STORM
8 1.00
53K2472WBSL3--P-X-STD-843-MW-460
319.24
319.24
Each
PRIORITY,24DX72W,SURFACE, BENCH ING,RECTANGLE, HPL,WIRE MGR
PA/8" MOLDED VIN
X:NO GROMMET
STD:STANDARD GROUP 1
843:MISTED ZEPHYR
MW:MIDTOWN
460:STORM
9 2.00
53K3028STL--MW
266.80
533.60
Each
PRIORITY,30DX28H,END PANEL,T-LEG, LAMINATE
MW:MIDTOWN
10 1.00
53K3072WBSL--P-X-STD-843-MW
336.72
336.72
Each
PRIORITY,30DX72W,SURFACE,BENCH ING,RECTANGLE, HPL
PA/8" MOLDED VIN
X:NO GROMMET
STD:STANDARD GROUP 1
843:MISTED ZEPHYR
MW:MIDTOWN
11 1.00
KSCD1CK
11.04
11.04
Each
UNIVERSAL,LOCK CORE,YELLOW-CHANGE KEY
12 2.00
KSCDO99
16.56
33.12
Each
LOCK CORE,BLACK CORE WITH BLACK HINGED KEY,KEY 099
13 1.00
53K6928MPL--MW
226.32
226.32
Each
PRIORITY,69WX28H,MODESTY/BACK PANEL,FULL HEIGHT,LAMINATE
MW:MIDTOWN
14 1.00
53K7216SOSML--MW-MW
1,058.92
1,058.92
Each
PRIORITY,72WX16H2OVERHEAD,SLIDING DOOR,WALL MOUNT,LAMINATE
MW:MIDTOWN
MW:MIDTOWN
15 1.00
53KE2415PUBBFL--89_501-KS-MW-MW
563.04
563.04
Each
PRIORITY, PEDESTAL, LINDERSURFACE,BBF,LAM INATE
89 501:STUDIO,PLATINUM METALLIC
KS:SPECIFY CORE SEPARATELY
MW:MIDTOWN
MW:MIDTOWN
16 1.00
53KE2436LFM2L--89 501-KS-MW-MW
699.20
699.20
wirig
A Certified ftermarlMiller Dealer
Each
17 4.00
Each
18 1.00
Each
19 1.00
Each
20 1.00
Each
21 1.00
Each
22 1.00
Each
23 2.00
Each
24 1.00
Each
25
26
1.00
Each
1.00
Each
Proposal
WRG FORT WORTH
707 W Vickery Blvd. Suite 101
FORT WORTH, TX 76104
Phone:972-446-9100
Fax: 972-446-1209
www.wrgtexas.com
Quote/Order Number
38508
Date
01 /18/2023
Valid For
15 Days
Customer PO
Project Name
FW FIRE DEPARTMENT
Salesperson
Laura Western
Terms
50% DEPOSIT NET 10
Page
3 of 7
PRIORITY,24DX36W,UNDERSURFACE PED,2 DRAWER,LATERAL FILE,LAM
89 501:STUDIO,PLATINUM METALLIC
KS:SPECIFY CORE SEPARATELY
MW:MIDTOWN
MW:MIDTOWN
IBF1
FOOTPRINT,FLAT BRACKET
AC48WSSR
FOOTPRINT,48W,UNDERSURFACE SUPPORT RAIL,USE W/54-60W SPAN
FIT3637A--Y-B-10610
TRAXX,36WX37H,TILE,ACOUSTICAL
Y:YES
B:GRADE B
10610:13ASKET QUARTZ
TTC72P--STDM-501
TRAXX,72W,TRIM CAP,PAINT
STDM:STANDARD GROUP M,METALLIC
501:PLATINUM METALLIC
FIT3637SS 16N--Y-B-10610-STDM-501
TRAXX,36WX37H,TILE,16 SLAT,21 FABRIC,FABRIC TRIM CHANNEL
Y:YES
B:GRADE B
10610:BASKET QUARTZ
STDM:STANDARD GROUP M,METALLIC
501:PLATINUM METALLIC
TTCFC
TRAXX,FASTENER CONCEALMENT
TTET40--STDM-501
TRAXX,40H,FULL END TRIM
STDM:STANDARD GROUP M,METALLIC
501:PLATINUM METALLIC
TTWMT72--STDM-501
TRAXX,72W, EXTRUSION, SET OF TWO
STDM:STANDARD GROUP M,METALLIC
501:PLATINUM METALLIC
10.58
42.32
31.74
31.74
290.26
290.26
86.53 86.53
1,037.25 1,037.25
23.00 23.00
76.91 153.82
264.64 264.64
Installation Labor 912.00 912.00
38508 FORT WORTH FIRE TRAINING CENTER FW FIRE DEPARTMENT
Supply Chain Surcharge 120.67 120.67
Order Sub -Total : $8,165.63
TOTAL ORDER: $8,165.63
Required Deposit 50.0% : $4,082.82
"*Please note a 3% fee will be added for payments made by credit card.
wirig
A Certified mHermanMitter Dealer
To submit payment via ACH:
Account Name: WRG, LLC
Bank: Wells Fargo Bank, N.A.
Account#: 4988335204
Routing #: 121000248
Swift Code (international only): WFBIUS6S
**Please email ACH remittance information to
sharris@wrgtexas.com
Remit To Address:
WRG, LLC
PO Box 204484
Dallas, TX 75320-4484
Proposal
WRG FORT WORTH
707 W Vickery Blvd. Suite 101
FORT WORTH, TX 76104
Phone: 972-446-9100
Fax: 972-446-1209
www.wrgtexas.com
Quote/Order Number
38508
Date
01 /18/2023
Valid For
15 Days
Customer PO
Project Name
FW FIRE DEPARTMENT
Salesperson
Laura Western
Terms
50% DEPOSIT NET 10
Page
4 of 7
WRG Terms and Conditions Apply
Financing Options Available:
Term Monthly Payment
48 $207
60 $172.05
72 $151.47
Generic LEAF of Co -branded Language for ALL Calculators - Regardless of Purchase Option:
1. All monthly payments calculated above do not include applicable taxes; such taxes will be referenced in the financing agreement and are the
responsibility of the customer.
2. This Proposal is an expression by LEAF Capital Funding, LLC of its interest in pursuing a transaction on the general terms and conditions
outlined above. The Proposal is not intended to and does not create any binding legal obligation on the part of either party. THE PROPOSAL IS
NOT, AND IS NOT TO BE CONSTRUED AS, A COMMITMENT BY LEAF OR ANY RELATED ENTITY TO PROCEED WITH ANY
TRANSACTION. LEAF Capital Funding, LLC will not be obligated to proceed with any transaction until the satisfactory completion of its credit,
legal and investment approval process. The terms and conditions of the Proposal shall be superseded by and shall no longer be effective upon
the execution and delivery of final legal documentation with respect to the proposed transaction. This proposal is for new equipment which shall
be used for business purposes only and not for personal, family or household use.
For more information contact your WRG Account Representative or LEAF Capital Funding, LLC.
CONTACT: 267-402-5317 or HMFinancialSolutionsSW@LEAFnow.com
wirig
ACertified SHermanMiller Dealer
Proposal
WRG FORT WORTH
707 W Vickery Blvd. Suite 101
FORT WORTH, TX 76104
Phone: 972-446-9100
Fax: 972-446-1209
www.wrgtexas.com
WRG, LLC
TERMS AND CONDITIONS
Quote/Order Number
38508
Date
01 /18/2023
Valid For
15 Days
Customer PO
Project Name
FW FIRE DEPARTMENT
Salesperson
Laura Western
Terms
50 % DEPOSIT NET 10
Page
5 of 7
The attached Proposal and Sales Agreement which, upon execution by WRG, LLC (Seller) and Purchaser, shall become a legally valid and binding contract which is subject to the following Terms
and Conditions:
1. PRICE AND PAYMENT
1.1 This Proposal shall be firm and remain open for acceptance by Purchaser for a period of 15 days after the date hereof, except that the Seller reserves the right to withdraw the
proposed pricing for any product(s) where the Seller's manufacturer changes its pricing between the date hereof and the date of the Seller's order therefore, is accepted by the
manufacturer.
(a) Unless otherwise noted, prices are exclusive of any applicable sales, use, excise or other taxes with respect to the products and/or this transaction, and Purchaser agrees to
pay all such taxes (other than taxes measured by the income of Seller) or, provide Seller with an appropriate certificate showing an exemption from such taxes.
(b) Unless otherwise noted, prices include shipping costs for standard transportation and standard domestic packaging. Special shipping, delivery and/or handling requested by
Purchaser will be subject to extra charges payable by Purchaser.
1.2 For Purchasers with approved credit, Seller's standard payment terms for products and services are Net 30 days from the date of invoice. A deposit of 50 % of the Proposal total is
due and payable prior to order placement by the Seller with its manufacturers to begin production, an additional 40 % due at or before shipment with the balance due net 30. Proposed
pricing is discounted to reflect cash payment. Alternative forms of payment such as credit cards or P-Cards are subject to revised pricing. A 3 % convenience fee will be added to all
payments made with a credit or debit card.
1.3 Purchaser agrees to pay Seller the lesser of one and one-half percent (1-1/2%) per month, or the highest rate permitted by applicable law, on all unpaid and overdue balances, as well
as any costs and expenses of collection (including attorney fees) if Seller engages an attorney to collect such balances. Seller reserves the right to modify or revoke its credit terms if
Seller, in its sole discretion, judges Purchaser's financial condition to be inadequate to justify existing credit terms.
1.4 Should Purchaser require invoicing before delivery and/or installation, Purchaser agrees to payment of such invoices under Seller's standard payment terms and will not delay
payment until after delivery and/or installation.
2. DELIVERY AND INSTALLATION
2.1 Service charges for delivery and installation are not included in the product pricing and such services, if provided, shall be at additional cost unless otherwise noted in the Proposal
and Sales Agreement.
2.2 Seller shall order products from the applicable manufacturers at such time as Seller deems appropriate in light of Purchaser's requested timetable for delivery and installation.
2.3 Purchaser shall be responsible for providing adequate receiving facilities to accept receipt of products consistent with scheduled shipping dates that will be provided to the carrier and
the Purchaser for delivery to the Purchaser's site. Purchaser shall also be responsible for inspection of incoming shipment(s) for damage and the notation of any damage on the bill of
lading when sign -off acceptance is provided at the point of delivery. Unless otherwise provided in Seller's Proposal, Purchaser shall be responsible for providing personnel to perform
all receiving functions for products shipped direct to Purchaser's site. Product will be shipped F.O.B. factory and risk of loss shall pass to Purchaser upon delivery to the carrier.
Purchaser shall be responsible for the processing of claims with carriers if necessary.
2.4 If delivery and installation services are to be provided by the Seller, the following provisions shall apply:
(a) Purchaser shall be responsible for providing adequate staging areas and facilities for the efficient movement of products (including elevator service) and a free and cleared
installation site. Site should be free from debris and interference from other trades. The site should be ready for final installation of products in an efficient and continuous
sequence. Should site not be free and clear, additional fees may be assessed.
(b) Purchaser shall be responsible for providing the cleared installation site in a timely fashion, and of continuous duration, to accommodate commencement and continuous
work on the installation during regular working hours on a first shift basis, all in relation to the scheduled installation date. If site is not able to accommodate continuous work,
additional costs and fees may apply.
(c) Purchaser shall be responsible for providing, without charge to Seller, electrical power (and the services of an electrician if, in Seller's opinion, wiring hookups require a
licensed electrician), heat, drinking water, sanitary facilities and security for the installation site during the performance of the installation services.
(d) All service pricing, quoted by Seller or set forth herein, is based on regular hours, not weekends or overtime periods. Should Purchaser require or request services to be
performed outside the standard eight (8) hour workday, Purchaser agrees to pay additional charges for the same. Seller's standard eight (8) hour work day is defined as
Monday through Friday (excluding holidays) 8:00 am - 5:00 pm. Overtime will be charged at the rate of 1 and % times the standard rate for the hours Monday through Friday,
5:01 pm - 7:59 am and Saturday from 8:00 am through 5:00 pm. All time is Central Standard Time (CST), unless Central Daylight Time is in effect. Time begins at departure
from Seller's site of business and ends upon return to Seller's site of business.
(e) Move -up delivery and installation change requests submitted to the Seller by the Purchaser within 15 days of the planned delivery date may be subject to a per day surcharge
payable by the Purchaser.
2.5 Postponements or delays resulting in storage and double handling.
(a) Payment to the Seller will be required by the Purchaser for products, storage, double handling, and other costs incurred by Seller, due to postponement and or delay by
Purchaser or agent of Purchaser. Seller may require Purchaser to prepay the related services cost prior to final delivery.
(b) When the Purchaser delays delivery or the installation, the Seller reserves the right to place the products in storage at the Purchaser's risk and expense. A storage fee will be
charged to the Purchaser at the prevailing current market rates per square foot, per month, prorated weekly. Transfer to storage will be deemed acceptance of product and
delivery for all purposes, including invoicing and payment.
(c) Payment to the Seller will be required by the Purchaser for manufacturer driven surcharges or change fees imposed on the Seller resulting from shipping and or scheduling
changes requested by the Purchaser after order acknowledgements have been received. Typically surcharges by manufacturers center around weekend or after-hours
deliveries, expedited shipments and trailer hold requests.
wirig
ACertified mHermanMiller Dealer
3. CHANGES AND CANCELLATION
Proposal
WRG FORT WORTH
707 W Vickery Blvd. Suite 101
FORT WORTH, TX 76104
Phone: 972-446-9100
Fax: 972-446-1209
www.wrgtexas.com
Quote/Order Number
38508
Date
01 /18/2023
Valid For
15 Days
Customer PO
Project Name
FW FIRE DEPARTMENT
Salesperson
Laura Western
Terms
50 % DEPOSIT NET 10
Page
6 of 7
3.1 Products that have been ordered by the Purchaser are NOT returnable and orders are NOT cancelable without prior written approval from Seller. Seller's approval may be conditioned
on Purchaser's agreement to payment of a restocking or cancelation fee.
3.2 If allowed by manufacturers, order changes to quantities or specifications, after the Seller has placed orders with manufactures, will be subject to order changes fees of $350.00 per
order per allowable change.
3.3 If Seller changes the delivery and/or installation date at the request of the Purchaser after the order has been placed, the Seller may invoice the Purchaser on the original date
established for the delivery and/or installation and the Purchaser agrees to pay such invoices, in full, within the Seller's standard payment terms.
4. CLAIMS AND WARRANTIES
4.1 Seller warrants any services performed by Seller to be free from defects in workmanship for a period of one (1) year after the date of completion as reflected in Seller's records. Seller
shall, at its option, repair or replace, any work which proves to be defective within the warranty period, which remedy is agreed to be exclusive as a condition of sale. Upon request,
Seller will assign to Purchaser any express warranty granted to Seller by the manufacturer of any product purchased hereunder in the exact form issued by the manufacturer, but
Seller makes no warranty of any kind whatsoever as to such products on its own behalf. EXCEPT AS SPECIFIED IN THIS SUBSECTION 4.1, SELLER MAKES NO WARRANTY,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
4.2 In no event shall Seller incur any liability for lost profits or other special incidental or consequential damages with respect to this Agreement or any of the services or products provided
hereafter.
4.3 In no event shall Seller incur any liability with respect to delay in performance, or failure to perform, any obligation under this Agreement where such delay or failure is the proximate
result of any act of any governmental authority, revolution, riot, civil disorder or disturbance, act of enemies, delay or default in transportation, strike, dispute among or between labor
unions or other labor disputes, inability to obtain materials or facilities from normal sources, fire, flood, act of God, or any other cause not within the reasonable control of the Seller,
whether of the class of causes enumerated or otherwise.
4.4 Unless Seller has agreed to perform receiving functions, Purchaser shall inspect products and notify the Seller in writing within five (5) business days after delivery of any
nonconformities, defects, errors or shortages, describing in reasonable detail the alleged nonconformity, defect, error or shortage. Failure to make such claims within such time shall
be deemed a waiver.
4.5 Purchaser agrees to retain original invoice from Seller for warranty verification and to provide same to Seller upon request.
5. MISCELLANEOUS
5.1 This Proposal constitutes an offer, on behalf of the Seller, to sell the products described on the face hereof exclusively on the terms and conditions stated herein, and execution of this
Proposal by Purchaser is hereby expressly limited to the terms and conditions stated herein, which execution shall create a legally valid and binding agreement between the parties.
No additional or different terms or conditions, whether stated in any form utilized by the Purchaser as a purchase order form, or elsewhere, shall be applicable to the transaction,
unless specifically agreed to in a separately signed, written instrument executed by an authorized officer of the Seller.
5.2 This Agreement contains the entire understanding of the parties with respect to its subject matter, and there are no terms, conditions, representation or understanding, except as
expressly set forth herein. This Agreement may be amended or modified only by written instrument separately signed by the authorized representative of the parties hereto. No failure
by a party to insist upon performance by the other exactly as specified herein shall be deemed a waiver of the right to insist upon such performance during the continuation of such
deficiency, nor of the right to insist upon such performance on any future occasion, it being the intention of the parties that any and all waivers hereunder shall be expressed in written
form signed by the party against whom such waiver is asserted.
5.3 This document shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representative, successors and assigns, as the case may be.
5.4 Seller maintains general public liability, automobile and worker's compensation insurance, and a certificate evidencing Seller's coverage will be delivered to Purchaser, upon receipt of
written request, therefore by Seller.
6. SECURITY INTEREST
Until such time as payment for products is made in full, Seller retains and Purchaser grants a security interest in the products, as they are described on the Proposal, to secure payment and
performance of all of Purchaser's obligations under this Agreement. Accordingly, Purchaser warrants and covenants that:
6.1 The products are bought primarily for use in business operations.
6.2 Purchaser will promptly notify Seller of any change in the location of the products.
6.3 Purchaser agrees that they will not attach the products to real property in any way that might make them fixtures.
6.4 Seller may file a financing statement on behalf of Purchaser to perfect the security interest.
6.5 Purchaser will not sell or offer to sell or otherwise transfer the products or any interest in them without the written consent of Seller.
6.6 Purchaser until full payment has been made for the products will maintain insurance at all times with respect to the products against risks of fire (including extended coverage), theft,
and other risks as Seller may require. The insurance shall be in form and amounts that are satisfactory to Seller.
6.7 Purchaser will keep the products free from any adverse lien, security interest or encumbrance and in good order and repair. Seller may examine and inspect the products at any time.
6.8 Purchaser will pay promptly when due all taxes and assessments upon the products or their use.
6.9 At its option, Seller may discharge taxes, liens or security interests or other encumbrances at any time levied or placed on the products, may pay for insurance on the products and
may pay for the maintenance and preservation of the products. Purchaser agrees to reimburse Seller on demand for any payment made or expense incurred by Seller pursuant to this
authorization and to pay costs of collection, including reasonable attorneys' fees.
6.10 Until default, Purchaser may maintain possession of the products and use them in any lawful manner not inconsistent with this Agreement and not inconsistent with any policy of
insurance on them.
6.11 Purchaser is in default under this Agreement upon the occurrence of one or more of the following events or conditions:
(a) Purchaser failed to pay for the products and services within terms. Terms are Net 30 days from date of invoice;
wirig
A Certified SHermarlMiller Dealer
Proposal
WRG FORT WORTH
707 W Vickery Blvd. Suite 101
FORT WORTH, TX 76104
Phone: 972-446-9100
Fax: 972-446-1209
www.wrgtexas.com
Quote/Order Number
38508
Date
01 /18/2023
Valid For
15 Days
Customer PO
Project Name
FW FIRE DEPARTMENT
Salesperson
Laura Western
Terms
50% DEPOSIT NET 10
Page
7 of 7
(b) Default in the performance of any obligation, covenant or liability contained or referred to herein;
(c) A warranty, representation or statement made or furnished to Seller by or on behalf of Purchaser proves to have been false in any material respect when made or furnished;
(d) Any event which results in the acceleration of the maturity of the indebtedness of Purchaser to others under any indenture, agreement or undertaking;
(e) Loss, theft, damage, destruction, sale or encumbrance of the products, or any part of them, or the levy, seizure or attachment of the products or any part of them;
(f) Death, dissolution, termination of existence, insolvency, business failure, appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, or
the commencement of a proceeding under any bankruptcy or insolvency law by or against, Purchaser or a guarantor or surety for Purchaser; or
(g) A material adverse change in the business or financial condition of Purchaser has occurred.
6.12 Upon default and at any time thereafter, Seller has the remedies of a secured party under the Uniform Commercial Code. Seller may require Purchaser to assemble the products and
make them available to Seller at a place to be designated by Seller that is reasonably convenient to both parties. Purchaser agrees to pay Seller the expenses of retaking and selling
the collateral including reasonable attorneys' fees and legal expenses.
6.13 No waiver by Seller of a default operates as a waiver of any other default or of the same default on a future occasion.
The undersigned agrees to purchase products and services per the terms and conditions detailed in this proposal and sales agreement. These
terms and conditions will apply to future purchases until such time business requirements dictate otherwise and new terms and conditions are
issued.
Accepted for Purchaser:
Signature:
Printed Name:
Title:
Date:
WRG, LLC
Signature:
Printed Name:
Title:
Date:
** Please note that quotes are valid for only 15 days. After 15 days a quote may require updating to reflect current pricing. **
** Changes to delivery location or date of delivery will result in an additional fees due to double handling and storage charges. **
Exhibit B - Cooperative Agency Contract
University of California, Office of the President (UC)
Contract # 2019.001896
for
UC Office Furniture and Related Services
with
Kimball Office, Inc.
Effective: May 20, 2020
The following documents comprise the executed contract between the
University of California, Office of the President and Kimball Office, Inc.
effective May 20, 2020:
I. Vendor Contract and Signature Form
II. Supplier's Response to the RFP, incorporated by reference
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
UNIVERSITY
OF
CALIFORNIA
',ese• .
Office Furniture Purchasing Agreement #2019.001896
Kimball Office, Inc., Dated May 20, 2020
As a result of Request for Proposal # (RFP ## 001218 - RFP - OFFICE FURNITURE - UC SYSTEMWIDE—JULY182019), the Agreement to
furnish certain goods and services described herein and in the documents referenced herein, is a Master Agreement for the purchase
of office furniture and related services ("Goods and/or Services") and is made by and between The Regents of the University of
California, a California public corporation ("UC") on behalf of the University of California, and Kimball Office, Inc. ("Supplier"); such
contract to be made available as a Cooperative Purchasing Contract through OMNIA Partners Public Sector. This Agreement is binding
only if it is negotiated and executed by an authorized representative with the proper delegation of authority.
1. Statement of Work
As a manufacturer of Office Furniture, Supplier agrees to provide Furniture Products the Required Services, either directly or through
a network of primary dealers; all as listed in the statement of work attached as Attachment A ("Statement of Work") and any other
documents referenced in the Incorporated Documents section herein, per the terms and the prices set forth in the Statement of Work
and any other documents referenced in the Incorporated Documents section herein. Unless otherwise provided in the Agreement,
UC will not be obligated to purchase a minimum amount of Goods and/or Services from Supplier. Goods and Services shall be provided
to UC and OMNIA Partner's Participating Agencies, as detailed below:
a) The University of California, as the Principal Procurement Agency, defined in the National Requirements Document at time
of RFP (see OMNIA Partners Exhibit A within CalUsource RFP), has partnered with OMNIA Partners to make the resultant
contract (also known as the "Master Agreement" in materials distributed by OMNIA Partners) from this solicitation
available to other public agencies nationally, including state and local governmental entities, public and private primary,
secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"),
through OMNIA Partners' cooperative purchasing program. The University of California is acting as the contracting agency
for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any
Public Agency is preceded by their registration with OMNIA Partners (a "Participating Public Agency"). The National
Requirements Documents (Exhibits A-H under RFP Guidelines) contains additional information about OMNIA Partners and
the cooperative purchasing agreement.
b) University of California locations, as defined in Section 3 of Attachment A - Statement of Work
2. Term of Agreement/Termination
a) The initial term of the Agreement will be from May 20, 2020 and through April 30, 2024 (Initial Term) and is subject to earlier
termination as provided below. UC may renew the Agreement for five (5) successive years (Renewal Term), exercised
individually, in combinations, and/or as a single block of 5 years; to be determined by the UC at the time the option years are
considered. Supplier will be provided with at least sixty (60) calendar days' written notice before the end of the Initial Term
or any Renewal Term. NOTE: This contract will be signed and available for national use and purchases, prior to its
implementation and availability for purchases by the UC, which will begin November 1, 2020. This does not inhibit the Supplier
from engaging with UC customers when requested by UC department for the purposes of preparatory discussions/design
work on lengthy/large projects which will not be procured until after November 1, 2020. Additionally, it is expected, Suppliers
will promote their company and services during campus roll -outs (September 281" through October 315`)
b) UC may terminate the Agreement for cause or convenience by giving the other party at least 180 calendar days' written
notice. Note, this is a UC System -wide Agreement, extended nationally through OMNIA Partners. Termination by a campus
(or department), will not constitute termination of the Agreement for the UC system itself, nor the Agreement as a whole.
c) UC or Supplier may terminate the Agreement for cause by giving the other party at least 180 days' notice of failure to cure a
material breach of the Agreement within the Cure Period allowed (30 days from written notice of a breach, per this
Agreement). For sake of clarity, either Party may provide written Notice of Breach to the Administrators listed in this
Agreement. This action shall trigger a thirty (30) day Cure Period. If breach is not resolved, originating party/notifying party,
may provide a Notice to Terminate as a result of uncured breach, allowing 180 days of continuing service for new orders
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and/or completion of existing orders; all of which must be complete within that 180 day period and/or mutually acceptable
arrangements made for completion after termination.
3. UC Program
Supplier agrees to extend the pricing basis, terms and conditions of the Agreement to all UC Locations. Supplier will make available to
any UC Location its improved pricing basis, terms or conditions resulting from increased usage or aggregation of activity by multiple
UC Locations. All contractual administration issues (e.g. terms and conditions, extensions, and renewals), operational issues, fiduciary
responsibility, payment issues, performance issues and liabilities, and disputes involving individual UC Locations will be addressed,
administered, and resolved by each UC Location. Any delay in payment or other operational issue involving one UC Location will not
adversely affect any other UC Location.
4. Cooperative Purchasing
Supplier agrees to extend Goods and/or Services to public agencies (public and private schools, colleges and universities, cities,
counties, non- profits, and all governmental entities) registered with OMNIA Partners, Public Sector under the terms of this agreement,
as specified for a National Program. All contractual administration (e.g. terms, conditions, extensions, and renewals) will remain the
UC's responsibility except as outline in the above referenced RFP (RFP ## 001218). Operational issues, fiduciary responsibility, payment
issues and liabilities, and disputes involving individual participating agencies will be addressed, administered, and resolved by each
participating agency.
S. Purchase Order; Advance Payments
Unless otherwise provided in the Agreement, Supplier may not begin providing Goods and/or Services until UC approves a Purchase
Order for the Goods and/or Services.
University's standard payment terms are Net 30 days of receipt of product to UC or to Dealer's warehouse. Invoices must be paid with
a minimum of 90% payment, withholding a maximum of 10% for outstanding line item charges for missing or damaged product
specifically relating to the original purchase order and any additional items, only if 'Date promised by' aligns with original shipment.
Where mutually acceptable, large projects may employ the use of phased payment, for the purpose of covering costs for services
already rendered or product already procured; specific details and process to be negotiated between the Supplier and the University
campuses based on each site's requirements. A Purchase Order must precede the work or purchase.
6. Pricing Structure, Invoicing Method, and Settlement Method Terms
a) Pricing
1. All Goods available through this Agreement, include delivery and are priced as a 'Discount off List'. These discounts are based
against a contracted Manufacturer's National Price List. List price/MSRP is defined as the product sales price list published in some
form by the manufacturer or publisher of a product and available to and recognized by, the trade. 'Discount off List' may vary
according to delivery or services included. Refer to Attachment A —Statement of Work. For Pricing, discounts, and pricing terms.
b) Invoicing and Settlement
1. Each Location will specify the Invoicing Method and Payment Options that will apply, taking into account the operational capabilities
of Supplier and the UC and/or Participating Agency Location. For UC campuses/locations, please see UC's Procure to Pay Standards
for the options that will be considered https://www.ucop.edu/procurement-services/ files/Matrix%20for%20website.pdf Each UC
Location will specify these terms in a Statement of Work or Purchase Order, as the case may be. The University at its discretion, may
remit payment to the Dealer through P-Card (credit card/similar methods) with a processing fee, as well as checks, or other electronic
forms of payment. Supplier reserves the right to elect ACH or Check payment on any projects exceeding $400,000 (High
Volume/Negotiable Tier), for the purpose of avoiding additional merchant fees associated with credit card (or similar) payment
methods. UC campuses/locations may accept, reject, or negotiate this supplier policy, during planning phase of a large project. Supplier
is obligated to notify location of this policy, prior to any engagement of services or ordering of product
2. All payments for UNIVERSITY purchases under this Agreement are Net 30 days of product shipping, unless stated otherwise within
this Agreement and shall not be subject to late charges or interest charges. Exceptions for phased payment, are noted above within
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Section 5. Subject to exception B.1 above, the University, at its discretion, may remit payment to the Supplier through P-Card (credit
card or similar, with fees up to 3%), checks, or other electronic forms of payment. Note the UC (only) is entitled to 30 days free storage
(Section 9 of Attachment A) from Dealer, if prearranged or mutually agreed. The 30 days shall begin when product arrives to Dealer's
facility/dock. Any period after that point, may be charged at rates quoted within this Agreement. This arrangement does not extend
requirements for payment to Supplier, if product is available for inspection/verification. As previously stated, invoices must be paid
with a minimum of 90% payment, withholding a maximum of 10% for outstanding line item charges.
3. Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase, UC will not pay freight/shipping or basic
delivery costs for Manufacturer's goods. Installation and other services may be charged separately, when not included as part of a
'Service Package' (service and product, priced as a reduced percentage off list); all such charges and services listed in Attachment A —
Statement of work. All separate Service charges shall include detail (e.g. 2 men, 8hrs. @ $65.00 hourly or 3 hrs. Design Services @ XX).
4. Supplier's Authorized Representatives will submit invoices, following the designated invoice method, directly to UC Accounts
Payable Departments at each UC Location, unless the UC Location and the Supplier reach an alternate, mutually acceptable procedure
for submitting invoices (i.e., directly from Supplier to UC Location). All invoices must clearly indicate the following information:
a. California sales tax as a separate line item, based on the California 10 digit Zip Code;
b. UC System Wide Agreement Number;
c. Freight or Shipping/Delivery as separate line items, only when applicable (e.g. non -Kimball product)
d. Service and Installation costs (with service and labor detail);
e. Purchase Order or Release Number;
f. Description, quantity, catalog number and manufacturer number of the item ordered; UC Net cost of each item;
g. List Price, appropriate % discount applied, and Net Cost;
h. Reference to original order number for all credit memos issued (if applicable);
i. UC Purchase Order or Release Number;
7. Notices
As provided in the UC Terms and Conditions of Purchase, notices may be given by email, which will be considered legal notice only if
such communications include the following text in the Subject field: FORMAL LEGAL NOTICE — [insert, as the case may be, Supplier
name or University of California]. If a physical format notice is required, it must be sent by overnight delivery or by certified mail with
return receipt requested, at the addresses specified below.
To UC, regarding confirmed or suspected Breaches as defined under Appendix — Data Security:
Name
David Rusting. Chief Information. Security Officer.
Phone
(510)987-0086
Email
David.Rusting@ucop.edu
Address
Address: 1111 Franklin St., 7th Flr, Office: 7104
Oakland Ca. 94607
To UC, regarding contract issues not addressed above:
To Supplier:
Name
Yvonne Macon
Phone
530-752-5684
Email
Yvonne. Macon@ucop.edu
Address
260 Cousteau Place, Ste. 150
Davis, Ca. 95618
Name
Stacy Huelsman
Phone
812-482-8108
Email
Stacy.huelsman@kimball.com
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',ese• .
Address 1600 Royal St.
Jasper, IN 47546
8. Intellectual Property, Copyright and Patents
The Goods and/or Services do not involve Work Made for Hire
9. Patient Protection and Affordable Care Act (PPACA)
The Services do not involve temporary or supplementary staffing, and they are not subject to the PPACA warranties in the T&Cs.
10. Prevailing Wages
Supplier acknowledges Prevailing Wage requirements, apply to this contract.
a) Supplier understands and acknowledges that prevailing wages are frequently applicable for installation services provided under this
program. Supplier (as defined herein), to include its Dealers or their subcontractors performing services) is required to pay prevailing
wages, when applicable to the work and as required within the state and county where installation is taking place and at the rate
specified for those counties, per the Department of industrial Relations. A Supplier should note, Prevailing Wages are to be paid for
labor performed for any UC installation where assembly or attachments is required, except for labor related to the following activities:
• Delivery of materials that will not be installed by the delivering vendor or subcontractor; and
• Assembly of unattached, freestanding furniture, not requiring special tools and/or joining of furniture pieces (e.g. desk
return added to desk); and
• Delivery and assembly of furniture that is attached only for security purposes (to prevent its theft) or otherwise attached by
restraints that are not subject to any regulation pursuant to the California Building Code.
b) Prevailing wages shall also be paid for all labor associated with the special fabrication of any non-standard, non -catalog furniture
components that are manufactured specially and exclusively for installation at the project/delivery site.
c) Rates vary depending on the county in which the work is being performed. In Installations where Prevailing Wages are applicable,
the UNIVERSITY acknowledges that added delivery installation charges may be applied, as a differential, to reflect the current updated
Prevailing Wage schedules.
11. Fair Wage/Fair Work RUC specific)
For all work performed as Standard Labor (work not requiring the payment of Prevailing Wage rates), Supplier is required to pay a
minimum of the UC Fair Wage (defined as $15 per hour as of 10/1/17) to its staff when providing services at UC Locations. This is also
assumed/required for any labor quotes stated as a flat hourly amount, inclusive of Supplier overhead costs (Basic Installation Hourly
Rates).
12. Restriction Relating to Consulting Services or Similar Contracts —
Follow-on Contracts
Please note a Supplier that is awarded a consulting services or similar contract cannot later submit a bid or be considered for any work
"required, suggested, or otherwise deemed appropriate" as the end product of the Services (see Public Contract Code Section
10515).
13. Insurance
Deliver the PDF version of the Certificate of Insurance to UC's Buyer, by email with the following text in the Subject field: CERTIFICATE
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OF INSURANCE - Agreement #2019.001896_Office furniture. Additionally, this requirement will be considered satisfied if a PDF
version of the Certificate of Insurance is sent by Email and includes the following text in the Subject field: CERTIFICATE OF INSURANCE
-Agreement#2019.001896_Office Furniture
14. Service -Specific and/or Goods -Specific Provisions
Supplier is providing all categories of its Office Furniture and related Product Lines nationally to Participating Agencies, when extended
through OMNIA Partners and to UC (with noted restrictions). Quotes, delivery and/or any installation will be performed by Supplier's
Authorized Representatives -Subcontractors (i.e. dealer network), although Quotes may, in some cases, be provided by Supplier as
manufacturer of the goods, rather than its authorized representatives for convenience, efficiency, or accuracy reasons. Purchase order
processing (acknowledgement -confirmation) and invoicing may be performed by Supplier.
15. Records about Individuals
Records created pursuant to the Agreement that contain personal information about individuals (including statements made by or
about individuals) may become subject to the California Information Practices Act of 1977, which includes a right of access by the
subject individual. While ownership of confidential or personal information about individuals is subject to negotiated agreement
between UC and Supplier, records will normally become UC's property, and subject to state law and UC policies governing privacy and
access to files. When collecting the information, Supplier must inform the individual that the record is being made, and the purpose
of the record. Use of recording devices in discussions with employees is permitted only as specified in the Statement of Work.
16. Amendments to UC Terms and Conditions of Purchase - There are no amendments to UC Terms and
Conditions of Purchase, dated 5-9-19.
17. Amendments to Appendix — Data Security - There are no amendments to The UC Appendix- Data Security,
dated 4-12-19.
18. Amendments to Appendix — Business Associate - The UC Appendix - Business Associate, does not apply to
this contract.
19. Appendix Ecommerce — Appendix Ecommerce, dated 9-19-17 applies to UC ecommerce business and is not amended.
20. Incorporated Documents
The following documents are incorporated and made part of this Agreement, as if fully set herein, listed in the order of
preference following this Agreement.
Attachment A -
Statement of Work, including Exhibits
Attachment B -
UC Terms and Conditions of Purchase dated 5-9-19
Attachment C -
UC Appendix — Data Security dated 4-12-19
Attachment D
- UC Appendix Ecommerce, dated 9-19-17
Attachment E -
Definitions
Attachment F - RFP Document (RFP-OFFICE FURNITURE - UC SYSTEMWIDE-JULY182019) and any subsequent Addenda
Attachment G - Supplier's Response to RFP - OFFICE FURNITURE - UC SYSTEMWIDE-JULY182019, dated 8-21-19
20. Entire Agreement
The Agreement and its Incorporated Documents contain the entire Agreement between the parties and supersede all prior written or
oral agreements with respect to the subject matter herein.
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This Agreement can only be signed by an authorized representative with the proper delegation of authority.
THE REGENTS OF THE
VERWWI GF CALIFORNIA
(Signature)
Kimball Office, Inc.
'T)htyli-j
1�4�
(Signature)
William Cooper AVP & Chief Procurement OfPfrAns Goetz, President
(Printed Name, Title)
5/21/2020
(Date)
(Printed Name, Title)
05/20/2020
(Date)
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ATTACHMENT A — STATEMENT OF WORK
(Placeholder for inserted pages)
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ATTACHMENT B — UC TERMS AND CONDITIONS OF PURCHASE (DATED 5-9-19)
ARTICLE 1— GENERAL
The equipment, materials, or supplies ("Goods") and/or services ("Services") furnished by Supplier (together, the "Goods and Services") and
covered by the UC Purchase Order ("PO") and/or other agreement (which, when combined with these Terms and Conditions and any other
documents incorporated by reference, will constitute the "Agreement") are governed by the terms and conditions set forth herein. As used herein,
the term "Supplier" includes Supplier and its sub -suppliers at any tier. As used herein, "UC" refers to The Regents of the University of California, a
corporation described in California Constitution Art. IX, Sec. 9, on behalf of the UC Locations identified in the Agreement a nd/or the PO. UC and
Supplier individually will be referred to as "Party" and collectively as "Parties." Any defined terms not defined in these Terms and Conditions of
Purchase will have the meaning ascribed to such term in any of the other documents incorporated in and constituting the Agreement. No other
terms or conditions will be binding upon the Parties unless accepted by them in writing. Written acceptance or shipment of all or any portion of the
Goods, or the performance of all or any portion of the Services, covered by the Agreement, will constitute Supplier's unqualified acceptance of all
of the Agreement's terms and conditions. The terms of any proposal referred to in the Agreement are included and made a part of the Agreement
only to the extent the proposal specifies the Goods and/or Services ordered, the price therefor, and the delivery thereof, and then only to the
extent that such terms are consistent with the terms and conditions of the Agreement.
ARTICLE 2 —TERM AND TERMINATION
A. As applicable, the term of the Agreement ("Initial Term") will be stated in the Agreement. Following the Initial Term, the Agreement may be
extended by written mutual agreement.
B. UC's obligation to proceed is conditioned upon the appropriation of state, federal and other sources of funds not controlled by UC ("Funding").
UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation in the event that through no action or
inaction on the part of UC, the Funding is withdrawn.
C. UC may, by written notice stating the extent and effective date thereof, terminate the Agreement for convenience in whole or in part, at any
time with not less than the number of days' notice stated elsewhere in the Agreement. As specified in the termination notice, UC will pay Supplier
as full compensation the pro rata Agreement price for performance through the later of the date that (i) UC provided Supplier with notice of
termination or (ii) Supplier's provision of Goods and/or Services will terminate.
D. UC may by written notice terminate the Agreement for Supplier's breach of the Agreement, in whole or in part, at any time, if Supplier refuses or
fails to comply with the provisions of the Agreement, or so fails to make progress as to endanger performance and does not cure such failure within
five (5) business days, or fails to supply the Goods and/or Services within the time specified or any written extension thereof. In such event, UC may
purchase or otherwise secure Goods and/or Services and, except as otherwise provided herein, Supplier will be liable to UC for any excess costs UC
incurs thereby.
ARTICLE 3 — PRICING, INVOICING METHOD, AND SETTLEMENT METHOD AND TERMS. Pricing is set forth in the Agreement or Purchase Order
Number, and the amount UC is charged and responsible for shall not exceed the amount specified in the Agreement unless UC has given prior
written approval. Unless otherwise agreed in writing by UC, Supplier will use the invoicing method and payment settlement method (and will
extend the terms applicable to such settlement method) set forth in UC's Supplier Invoicing, Terms & Settlement Matrix. UC will pay Supplier, upon
submission of acceptable invoices, for Goods and/or Services provided and accepted. Invoices must be itemized and reference the Agreement or
Purchase Order number. UC will not pay shipping, packaging or handling expenses, unless specified in the Agreement or Purchase Order. Unless
otherwise provided, freight is to be FOB destination. Any of Supplier's expenses that UC agrees to reimburse will be reimbursed under UC's Travel
Policy, which may be found at https:Hpolicy.ucop.edu/doc/3420365. Where applicable, Supplier will pay all taxes imposed on Supplier in
connection with its performance under the Agreement, including any federal, state and local income, sales, use, excise and other taxes or
assessments. Notwithstanding any other provision to the contrary, UC will not be responsible for any fees, interest or surcharges Supplier wishes to
impose.
ARTICLE 4 — INSPECTION. The Goods and/or Services furnished will be exactly as specified in the Agreement, free from all defects in Supplier's
performance, design, workmanship and materials, and, except as otherwise provided in the Agreement, will be subject to inspection and test by UC
at all times and places. If, prior to final acceptance, any Goods and/or Services furnished are found to be incomplete, or not as specified, UC may
reject them, require Supplier to correct them at the sole cost of Supplier, or require provision of such Goods and/or Services at a reduction in price
that is equitable under the circumstances. If Supplier is unable or refuses to correct such deficiencies within a time UC deems reasonable, UC may
terminate the Agreement in whole or in part. Supplier will bear all risks as rejected Goods and/or Services and, in addition to any costs for which
Supplier may become liable to UC under other provisions of the Agreement, will reimburse UC for all transportation costs, other related costs
incurred, or payments to Supplier in accordance with the terms of the Agreement for unaccepted Goods and/or Services and materials and supplies
incidental thereto. Notwithstanding final acceptance and payment, Supplier will be liable for latent defects, fraud or such gross mistakes as amount
to fraud.
ARTICLE 5 — ASSIGNED PERSONNEL; CHARACTER OF SERVICES
Supplier will provide the Services as an independent contractor and furnish all equipment, personnel and materiel sufficient to provide the Services
expeditiously and efficiently, during as many hours per shift and shifts per week, and at such locations as UC may so require. Supplier will devote
only its best -qualified personnel to work under the Agreement. Should UC inform Supplier that anyone providing the Services is not working to this
standard, Supplier will immediately remove such personnel from providing Services and he or she will not again, without UC's written permission,
be assigned to provide Services. At no time will Supplier or Supplier's employees, sub -suppliers, agents, or assigns be considered employees of UC
for any purpose, including but not limited to workers' compensation provisions. Supplier shall not have the power nor right to bind or obligate UC,
and Supplier shall not hold itself out as having such authority. Supplier shall be responsible to UC for all Services performed by Supplier's
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employees, agents and subcontractors, including being responsible for ensuring payment of all unemployment, social security, payroll,
contributions and other taxes with respect to such employees, agents and subcontractors.
ARTICLE 6 — WARRANTIES
In addition to the warranties set forth in Articles 11, 12, 17, 23, 24, 25 and 26 herein, Supplier makes the following warranties. Supplier
acknowledges that failure to comply with any of the warranties in the Agreement will constitute a material breach of the Agreement and UC will
have the right to terminate the Agreement without damage, penalty, cost or further obligation.
A. General Warranties. Supplier represents, warrants and covenants that: (i) Supplier is free to enter into this Agreement and that Supplier is not,
and will not become, during the Term, subject to any restrictions that might restrict or prohibit Supplier from performing the Services or providing
the Goods ordered hereunder; (ii) Supplier will comply with all applicable laws, rules and regulations in performing Supplier's obligations
hereunder; (iii) the Goods and/or Services shall be rendered with promptness and diligence and shall be executed in a workmanlike manner by
competent personnel, in accordance with the prevailing industry standards; and if UC Appendix Data Security is NOT included:(iv) Supplier has
developed a business interruption and disaster recovery program and is executing such program to assess and reduce the extent to which
Supplier's hardware, software and embedded systems may be susceptible to errors or failures in various crisis (or force majeure) situations; (v) if
Supplier uses electronic systems for creating, modifying, maintaining, archiving, retrieving or transmitting any records, including test results that
are required by, or subject to inspection by an applicable regulatory authority, then Supplier represents and warrants that Supplier's systems for
electronic records are in compliance; and (vi) Supplier agrees that the Goods and/or Services furnished under the Agreement will be covered by the
most favorable warranties Supplier gives to any customer for the same or substantially similar goods or services, or such other more favorable
warranties as specified in the Agreement. The rights and remedies so provided are in addition to and do not limit any rights afforded to UC by any
other article of the Agreement.
B. Permits and Licenses. Supplier agrees to procure all necessary permits or licenses and abide by all applicable laws, regulations and ordinances of
the United States and of the state, territory and political subdivision or any other country in which the Goods and/or Services are provided.
C. Federal and State Water and Air Pollution Laws. Where applicable, Supplier warrants that it complies with the requirements in UC Business and
Finance Bulletin BUS-56 (Materiel Management; Purchases from Entities Violating State or Federal Water or Air Pollution Laws). Consistent with
California Government Code 4477, these requirements do not permit UC to contract with entities in violation of Federal or State water or air
pollution laws.
D. Web Accessibility Requirements. As applicable to the Supplies and/or Services being provided under the Agreement, Supplier warrants that:
1. It complies with California and federal disabilities laws and regulations; The Goods and/or Services will conform to the
accessibility requirements of WCAG 2.OAA.
2. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Goods and/or Services;
3. Within six (6) months of the signing of this Agreement, Supplier will complete the testing of the Goods and Services for level AA conformance
with Web Content Accessibility Guidelines (WCAG) 2.0 and report those findings to the University. Provide the source to whom the conformance
should be submitted. In the event that testing results in findings of non-compliance, Supplier will provide a remediation plan to the University
within two (2) months of completion of testing, and will use reasonable efforts to adhere to any remediation timelines provided to the University;
and
4. The University and its Authorized User may abridge, modify, translate or create any derivative work based on the Goods and Services when
necessary to allow Authorized Users with disabilities to access the Goods and Services.
E. General Accessibility Requirements. Supplier warrants that:
1. It will comply with California and federal disability laws and regulations;
2. Supplier will promptly respond to remediate to any identified accessibility defects in the Goods and Services to conform to WCAG 2.0 AA; and
3. Supplier agrees to promptly respond to and use reasonable efforts to resolve and remediate any complaint regarding accessibility of its Goods
and/or Services.
F. Warranty of Quiet Enjoyment. Supplier warrants that Supplier has the right of Quiet Enjoyment in, and conveys the right of Quiet Enjoyment to
UC for UC's use of, any and all intellectual property that will be needed for Supplier's provision, and UC's use of, the Goods and/or Services
provided by Supplier under the Agreement.
G. California Child Abuse and Neglect Reporting Act ("CANRA"). Where applicable, Supplier warrants that it complies with CANRA.
H. Debarment and Suspension. Supplier warrants that it is not presently debarred, suspended, proposed for debarment, or declared ineligible for
award of federal contracts or participation in federal assistance programs or activities.
I. UC Trademark Licensing Code of Conduct. If the Goods will bear UC's name (including UC campus names, abbreviations of these names, UC logos,
UC mascots, or UC seals) or other trademarks owned by UC, Supplier warrants that it holds a valid license from UC and complies with the
Trademark Licensing Code of Conduct policy, available at http://policy.ucop.edu/doc/3000130/TrademarkLicensing.
J. Outsourcing (Public Contract Code section 12147) Compliance. Supplier warrants that if the Agreement will displace UC employees, no funds paid
under the Agreement will be used to train workers who are located outside of the United States, or plan to relocate outside the United States as
part of the Agreement. Additionally, Supplier warrants that no work will be performed under the Agreement with workers outside the United
States, except as described in Supplier's bid. If Supplier or its sub supplier performs the Agreement with workers outside the United States during
the life of the Agreement and Supplier did not describe such work in its bid, Supplier acknowledges and agrees that a) UC may terminate the
Agreement without further obligation for noncompliance, and b) Supplier will forfeit to UC the amount UC paid for the percentage of work that
was performed with workers outside the United States and not described in Supplier's bid.
ARTICLE 7 — INTELLECTUAL PROPERTY, COPYRIGHT AND PATENTS
A. Goods and/or Services Involving Work Made for Hire.
1. Unless UC indicates that the Goods and/or Services do not involve work made for hire, Supplier acknowledges and agrees that any deliverables
provided to UC by Supplier in the performance of the Agreement, and any intellectual property rights therein, (hereinafter the "Deliverables") will
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be owned by UC. The Deliverables will be considered "work made for hire" under U.S. copyright law and all right, title, and interest to and in such
Deliverables including, but not limited to, any and all copyrights or trademarks, will be owned by UC. In the event that it is determined that UC is
not the owner of such Deliverables under the "work made for hire" doctrine of U.S. copyright law, Supplier hereby irrevocably assigns to UC all
right, title, and interest to and in such Deliverables and any copyrights or trademarks thereto.
2. The Deliverables must be new and original. Supplier must not use any pre-existing copyrightable or trademarked images, writings, or other
proprietary materials (hereinafter "Pre -Existing Materials") in the Deliverables without UC's prior written permission. In the event that Supplier
uses any Pre -Existing Materials in the Deliverables in which Supplier has an ownership interest, UC is hereby granted, and will have, a non-
exclusive, royalty -free, irrevocable, perpetual, paid -up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make
derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre -Existing Materials in connection with the Deliverables.
3. Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will
promptly furnish UC with complete information with respect thereto and UC will have the sole power to determine whether and where a patent
application will be filed and to determine the disposition of title to and all rights under any application or patent that may result.
4. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such intellectual property rights to UC
as well as all right, title and interest in tangible research products embodying any such inventions whether
the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that UC may require in order to
effectuate such assignment.
B. Goods and/or Services Not Involving Work Made for Hire.
1. If the Goods and/or Services do not involve work made for hire, and in the event that Supplier uses any Pre -Existing Materials in the Deliverables
in which Supplier has an ownership interest, UC is hereby granted, and will have, a non-exclusive, royalty -free, irrevocable, perpetual, paid -up,
worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell,
and otherwise distribute such Pre -Existing Materials in connection with the Deliverables.
2. The Deliverables must be new and original. Supplier must not use any Pre -Existing Materials in the Deliverables without UC's prior written
permission.
3. Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will
promptly furnish UC complete information with respect thereto and UC will have the sole power to determine whether and where a patent
application will be filed and to determine the disposition of title to and all rights under any application or patent that may result.
4. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such intellectual property rights to UC
as well as all right, title and interest in tangible research products embodying any such inventions whether the inventions are patentable or not.
Supplier agrees to promptly execute any additional documents or forms that UC may require in order to effectuate such assignment.
C. General. Should the Goods and/or Services become, or in Supplier's opinion be likely to become, the subject of a claim of infringement of any
patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party, Supplier will provide written
notice to UC of the circumstances giving rise to such claim or likely claim. In the event that UC receives notice of a claim of infringement or is made
a party to or is threatened with being made a party to any claim of infringement related to the Goods and/or Services, UC will provide Supplier with
notice of such claim or threat. Following receipt of such notice, Supplier will either (at Supplier's sole election) (i) procure for UC the right to
continue to use the affected portion of the Goods and/or Services, or (ii) replace or otherwise modify the affected portion of the Goods and/or
Services to make them non -infringing, or obtain a reasonable substitute product for the affected portion of the Goods and/or Services, provided
that any replacement, modification or substitution under this paragraph does not effect a material change in the Goods and/or Services'
functionality. If none of the foregoing options is reasonably acceptable to UC, UC will have the right to terminate the Agreement without damage,
penalty, cost or further obligation.
ARTICLE 8 — INDEMNITY
To the fullest extent permitted by law, Supplier will defend, indemnify, and hold harmless UC, its officers, employees, and agents, from and against
all losses, expenses (including, without limitation, reasonable attorneys' fees and costs), damages, and liabilities of any kind resulting from or
arising out of the Agreement, including the performance hereunder of Supplier, its officers, employees, agents, sub -suppliers, or anyone directly or
indirectly employed by Supplier, or any person or persons under Supplier's direction and control, provided such losses, expenses, damages and
liabilities are due or claimed to be due to the acts or omissions of Supplier, its officers, employees, agents, sub -suppliers, or anyone directly or
indirectly employed by Supplier, or any person or persons under Supplier's direction and control. UC agrees to provide Supplier with prompt notice
of any such claim or action and to permit Supplier to defend any claim or action, and that UC will cooperate fully in such defense. UC retains the
right to participate in the defense against any such claim or action, and the right to consent to any settlement, which consent will not unreasonably
be withheld.
ARTICLE 9 — INSURANCE
Supplier, at its sole cost and expense, will insure its activities in connection with providing the Goods and/or Services and obtain, keep in force, and
maintain the following insurance with the minimum limits set forth below, unless UC specifies otherwise:
A. Commercial Form General Liability Insurance (contractual liability included) with limits as follows:
1. Each Occurrence $ 1,000,000
2. Products/Completed Operations Aggregate $ 2,000,000
3. Personal and Advertising Injury $ 1,000,000
4. General Aggregate $ 2,000,000
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B. Business Automobile Liability Insurance for owned, scheduled, non -owned, or hired automobiles with a combined single limit of not less than
one million dollars ($1,000,000) per occurrence. (Required only if Supplier drives on UC premises or transports UC employees, officers, invitees, or
agents in the course of supplying the Goods and/or Services to UC.)
C. If applicable, Professional Liability Insurance with a limit of two million dollars ($2,000,000) per occurrence or claim with an aggregate of not less
than two million dollars ($2,000,000). If this insurance is written on a claims -made form, it will continue for three years following termination of the
Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement.
D. Workers' Compensation as required by applicable state law and Employer's Liability with limits of one million dollars ($1,000,000) per
occurrence. Workers' Compensation as required by applicable state law and Employer's Liability with limits of one million dollars ($1,000,000) per
occurrence.
E. If applicable, Supplier Fidelity Bond or Crime coverage for the dishonest acts of its employees in a minimum amount of one million dollars
($1,000,000). Supplier will endorse such policy to include a "Regents of the University of California Coverage" or "Joint Payee Coverage"
endorsement. UC and, if so requested, UC's officers, employees, agents and sub -suppliers will be named as "Loss Payee, as Their Interest May
Appear" in such Fidelity Bond.
F. Additional other insurance in such amounts as may be reasonably required by UC against other insurable risks relating to performance. If the
above insurance is written on a claims -made form, it will continue for three years following termination of the Agreement. The insurance will have
a retroactive date of placement prior to or coinciding with the effective date of the Agreement. If the above insurance coverage is modified,
changed or cancelled, Supplier will provide UC with not less than fifteen (15) days' advance written notice of such modification, change, or
cancellation, and will promptly obtain replacement coverage that complies with this Article.
G. The coverages referred to under A and B of this Article must include UC as an additional insured. It is understood that the coverage and limits
referred to under A, B and C of this Article will not in any way limit Supplier's liability. Supplier will furnish UC with certificates of insurance (and the
relevant endorsement pages) evidencing compliance with all requirements prior to commencing work under the Agreement. Such certificates will:
1. Indicate that The Regents of the University of California has been endorsed as an additional insured for the coverage referred to under A and B
of this Article. This provision will only apply in proportion to and to the extent of the negligent acts or omissions of Supplier, its officers, agents, or
employees.
2. Include a provision that the coverage will be primary and will not participate with or be excess over any valid and collectible insurance or
program of self-insurance carried or maintained by UC.
ARTICLE 10 — USE OF UC NAME AND TRADEMARKS
Supplier will not use the UC name, abbreviation of the UC name, trade names and/or trademarks (i.e., logos and seals) or any derivation thereof, in
any form or manner in advertisements, reports, or other information released to the public, or place the UC name, abbreviations, trade names
and/or trademarks or any derivation thereof on any consumer goods, products, or services for sale or distribution to the public, without UC's prior
written approval. Supplier agrees to comply at all times with California Education Code Section 92000.
ARTICLE 11— FEDERAL FUNDS
Supplier who supplies Goods and/or Services certifies and represents its compliance with the following clauses, as applicable. Supplier shall
promptly notify UC of any change of status with regard to these certifications and representations. These certifications and representations are
material statements upon which UC will rely.
A. For commercial transactions involving funds on a federal contract (federal awards governed by the FAR), the following provisions apply, as
applicable:
i. FAR 52.203-13, Contractor Code of Business Ethics and Conduct;
ii. FAR 52.203-17, Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights;
iii. FAR 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements;
iv. FAR 52.219-8, Utilization of Small Business Concerns;
xv. FAR 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services - Requirements;
xi. FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act;
xii. FAR 52.222-41, Service Contract Labor Standards;
xiii. FAR 52.222-50, Combating Trafficking in Persons;
xiv. FAR 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of
Certain Equipment - Requirements;
v. FAR 52.222-17, Non -displacement of Qualified Workers;
vi. FAR 52.222-21, Prohibition of Segregated Facilities;
vii. FAR 52.222-26, Equal Opportunity;
viii. FAR 52.222-35, Equal Opportunity for Veterans;
ix. FAR 52.222-36, Equal Opportunity for Workers with Disabilities;
x. FAR 52.222-37, Employment Reports on Veterans;
xvi. FAR 52.222-54, Employment Eligibility Verification;
xvii. FAR 52.222-55, Minimum Wages Under Executive Order 13658;
xviii. FAR 52.222-62, Paid Sick Leave under Executive Order 13706;
xix. FAR 52.224-3, Privacy Training;
xx. FAR 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations; and
xxi. FAR 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels.
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B. For non-commercial transactions involving funds on a federal contract, the UC Appendix titled 'Federal Government Contracts Special terms and
Conditions (Non -Commercial Items or Services)' and located at www.ucop.edu/procurement-services/policies-forms/index.html is hereby
incorporated herein by this reference.
C. For transactions involving funds on a federal grant or cooperative agreement (federal awards governed by eCFR Title 2, Subtitle A, Chapter II,
Part 200) the following provisions apply, as applicable:
i i. Rights to Inventions. If Supplier is a small business firm or nonprofit organization, and is providing experimental, development, or
research work under this transaction, Supplier must comply with the requirements of 3 CFR Part 401, "Rights to Inventions Made by nonprofit
Organizations and Small Business Firms under Government Grants, Contracts, and Cooperative Agreements".
ii ii. Clean Air Act. Supplier agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42
U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
iii iii. Byrd Anti -Lobbying. Supplier certifies that it will not, and has not used Federal appropriated funds to pay any person or organization
for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an
employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.
iv iv. Procurement of Recovered Materials. If Supplier is a state agency or agency of a political subdivision of a state, then Supplier must
comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.
D. In these provisions, the term "contractor" as used therein will refer to Supplier, and the terms "Government" or "Contracting Officer" as used
therein will refer to UC. Where a purchase of items is for fulfillment of a specific U.S. Government prime or subcontract, additional information
and/or terms and conditions may be included in an attached supplement. By submitting an invoice to UC, Supplier is representing to UC that, at the
time of submission:
i. Neither Supplier nor its principals are presently debarred, suspended, or proposed for debarment by the U.S. government (see FAR 52.209-6);
ii. Supplier has filed all compliance reports required by the Equal Opportunity clause (see FAR 52.222-22); and
iii. Any Supplier representations to UC about U.S. Small Business Administration or state and local classifications, including but not limited to size
standards, ownership, and control, are accurate and complete.
iv. Byrd Anti -Lobbying. Supplier certifies that it will not, and has not used Federal appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an
employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.
ARTICLE 12 — EQUAL OPPORTUNITY AFFIRMATIVE ACTION
Supplier will abide by the requirements set forth in Executive Orders 11246 and 11375. Where applicable, Supplier will comply with 41 CFR §§ 60-
1.4(a), 60-300.5(a) and 60-741.5(a), incorporated by reference with this statement: "This contractor and subcontractor shall abide by the
requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based
on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color,
religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and
subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual
orientation, gender identity, national origin, protected veteran status or disability." With respect to activities occurring in the State of California,
Supplier agrees to adhere to the California Fair Employment and Housing Act. Supplier will provide UC on request a breakdown of its labor force by
groups as specified by UC, and will discuss with UC its policies and practices relating to its affirmative action programs. Supplier will not maintain or
provide facilities for employees at any establishment under its control that are segregated on a basis prohibited by federal law. Separate or single -
user restrooms and necessary dressing or sleeping areas must be provided, however, to ensure privacy.
ARTICLE 13 — LIENS
Supplier agrees that upon UC's request, Supplier will submit a sworn statement setting forth the work performed or material furnished by sub -
suppliers and material men, and the amount due and to become due to each, and that before the final payment called for under the Agreement,
will upon UC's request submit to UC a complete set of vouchers showing what payments have been made for such work performed or material
furnished. Supplier will promptly notify UC in writing, of any claims, demands, causes of action, liens or suits brought to its attention that arise out
of the Agreement. UC will not make final payment until Supplier, if required, delivers to UC a complete release of all liens arising out of the
Agreement, or receipts in full in lieu thereof, as UC may require, and if required in either case, an affidavit that as far as it has knowledge or
information, the receipts include all the labor and materials for which a lien could be filed; but Supplier may, if any sub -supplier refuses to furnish a
release or receipt in full, furnish a bond satisfactory to UC to indemnify it against any claim by lien or otherwise. If any lien or claim remains
unsatisfied after all payments are made, Supplier will refund to UC all monies that UC may be compelled to pay in discharging such lien or claim,
including all costs and reasonable attorneys' fees.
ARTICLE 14 — PREMISES WHERE SERVICES ARE PROVIDED
A. Cleaning Up. Supplier will at all times keep UC premises where the Services are performed and adjoining premises free from accumulations of
waste material or rubbish caused by its employees or work of any of its sub -suppliers, and, at the completion of the Services; will remove all
rubbish from and about the premises and all its tools, scaffolding, and surplus materials, and will leave the premises "broom clean" or its
equivalent, unless more exactly specified. In case of dispute between Supplier and its sub -suppliers as to responsibility for the removal of the
rubbish, or if it is not promptly removed, UC may remove the rubbish and charge the cost to Supplier.
B. Environmental, Safety, Health and Fire Protection. Supplier will take all reasonable precautions in providing the Goods and Services to protect
the health and safety of UC employees and members of the public and to minimize danger from all hazards to life and property, and will comply
with all applicable environmental protection, health, safety, and fire protection regulations and requirements (including reporting requirements). In
the event that Supplier fails to comply with such regulations and requirements, UC may, without prejudice to any other legal or contractual rights
of UC, issue an order stopping all or any part of the provision of the Goods and/or Services; thereafter a start order for resumption of providing the
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Goods and/or Services may be issued at UC's discretion. Supplier will not be entitled to make a claim for extension of time or for compensation or
damages by reason of or in connection with such stoppage. Supplier will have sole responsibility for the safety of all persons employed by Supplier
and its sub -suppliers on UC premises, or any other person who enters upon UC premises for reasons relating to the Agreement. Supplier will at all
times maintain good order among its employees and all other persons who come onto UC's premises at Supplier's request and will not engage any
unfit or unskilled person to provide the Goods and/or Services. Supplier will confine its employees and all other persons who come onto UC's
premises at Supplier's request or for reasons relating to the Agreement and its equipment to that portion of UC's premises where the Services are
to be provided or to roads leading to and from such work sites, and to any other area which UC may permit
Supplier to use. Supplier will take all reasonable measures and precautions at all times to prevent injuries to or the death of any of its employees or
any other person who enters upon UC premises at Supplier's request. Such measures and precautions will include, but will not be limited to, all
safeguards and warnings necessary to protect workers and others against any conditions on the premises that could be dangerous and to prevent
accidents of any kind whenever the Goods and/or Services are being provided in proximity to any moving or operating machinery, equipment or
facilities, whether such machinery, equipment or facilities are the property of or are being operated by, Supplier, its sub -suppliers, UC or other
persons. To the extent compliance is required, Supplier will comply with all relevant UC safety rules and regulations when on UC premises.
C. Tobacco -free Campus. UC is a tobacco -free institution. Use of cigarettes, cigars, oral tobacco, electronic cigarettes and all other tobacco products
is prohibited on all UC owned or leased sites.
ARTICLE 15 — LIABILITY FOR UC - FURNISHED PROPERTY
Supplier assumes complete liability for any materials UC furnishes to Supplier in connection with the Agreement and Supplier agrees to pay for any
UC materials Supplier damages or otherwise is not able to account for to UC's satisfaction. UC furnishing to Supplier any materials in connection
with the Agreement will not, unless otherwise expressly provided in writing by UC, be construed to vest title thereto in Supplier.
ARTICLE 16 — COOPERATION
Supplier and its sub -suppliers, if any, will cooperate with UC and other suppliers and will so provide the Services that other cooperating suppliers
will not be hindered, delayed or interfered with in the progress of their work, and so that all of such work will be a finished and complete job of its
kind.
ARTICLE 17 — ADDITIONAL TERMS APPLICABLE TO THE FURNISHING OF GOODS
The terms in this Article have special application to the furnishing of Goods: A. Price Decreases. Supplier agrees immediately to notify UC of any
price decreases from its suppliers, and to pass through to UC any price decreases. B. Declared Valuation of Shipments. Except as otherwise
provided in the Agreement, all shipments by Supplier under the Agreement for UC's account will be made at the maximum declared value
applicable to the lowest transportation rate or classification and the bill of lading will so note. C. Title. Title to the Goods purchased under the
Agreement will pass directly from Supplier to UC at the f.o.b. point shown, or as otherwise specified in the Agreement, subject to UC's right to
reject upon inspection. D. Changes. Notwithstanding the terms in Article 34, Amendments, UC may make changes within the general scope of the
Agreement in drawings and specifications for specially manufactured Goods, place of delivery, method of shipment or packing of the Agreement by
giving notice to Supplier and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for
performance of the Agreement, UC and Supplier will agree upon an equitable adjustment in the price and/or delivery terms. Supplier may not
make changes without UC's written approval. Any claim of Supplier for an adjustment under the Agreement must be made in writing within thirty
(30) days from the date Supplier receives notice of such change unless UC waives this condition in writing. Nothing in the Agreement will excuse
Supplier from proceeding with performance of the Agreement as changed hereunder. Supplier may not alter or misbrand, within the meaning of
the applicable Federal and State laws, the Goods furnished. E. Forced, Convict and Indentured Labor. Supplier warrants that no foreign -made
Goods furnished to UC pursuant to the Agreement will be produced in whole or in part by forced labor, convict labor, or indentured labor under
penal sanction. If UC determines that Supplier knew or should have known that it was breaching this warranty, UC may, in addition to terminating
the Agreement, remove Supplier from consideration for UC contracts for a period not to exceed one year. This warranty is in addition to any
applicable warranties in Articles 6 and 11. F. Export Control. If any of the Goods is export -controlled under the International Traffic in Arms
Regulations (22 CFR §§ 120-130), the United States Munitions List (22 CFR § 121.1), or Export Administration Regulations (15 CFR §§ 730-774) 500
or 600 series, or controlled on a military strategic goods list, Supplier agrees to provide UC (the contact listed on the Purchase Order) with written
notification that identifies the export -controlled Goods and such Goods' export classification.
ARTICLE 18 — CONFLICT OF INTEREST
Supplier affirms that, to the best of Supplier's knowledge, no UC employee who has participated in UC's decision -making concerning the
Agreement has an "economic interest" in the Agreement or Supplier. A UC employee's "economic interest" means: A. An investment worth $2,000
or more in Supplier or its affiliate; B. A position as director, officer, partner, trustee, employee or manager of Supplier or its affiliate; C. Receipt
during the past 12 months of $500 in income or $440 in gifts from Supplier or its affiliate; or D. A personal financial benefit from the Agreement in
the amount of $250 or more. In the event of a change in these economic interests, Supplier will provide written notice to UC within thirty (30) days
after such change, noting such changes. Supplier will not be in a reporting relationship to a UC employee who is a near relative, nor will a near
relative be in a decision making position with respect to Supplier.
ARTICLE 19 — AUDIT REQUIREMENTS The Agreement, and any pertinent records involving transactions relating to this Agreement, is subject to the
examination and audit of the Auditor General of the State of California or Comptroller General of the United States or designated Federal authority
for a period of up to five (5) years after final payment under the Agreement. UC, and if the underlying grant, cooperative agreement or federal
contract so provides, the other contracting Party or grantor (and if that be the United States or an instrumentality thereof, then the Comptroller
General of the United States) will have access to and the right to examine Supplier's pertinent books, documents, papers, and records involving
transactions and work related to the Agreement until the expiration of five (5) years after final payment under the Agreement. The examination
and audit will be confined to those matters connected with the performance of the Agreement, including the costs of administering the
Agreement.
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ARTICLE 20 — PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION Supplier agrees to hold UC's Confidential
Information, and any information derived therefrom, in strict confidence. Confidential Information shall be defined as any information disclosed by
UC to Supplier for the purposes of providing the Good and/or Services which is (i) marked as "Confidential" at the time of disclosure; (ii) disclosed
orally, identified at the time of such oral disclosure as confidential, and reduced to writing as "Confidential" within thirty (30) days of such oral
disclosure; and (iii) if not marked as "Confidential," information that would be considered by a reasonable person in the relevant field to be
confidential given its content and the circumstances of its disclosure. Confidential Information will not include information that: (i) Supplier can
demonstrate by written records was known to Supplier prior to the effective date of the Agreement; (ii) is currently in, or in the future enters, the
public domain other than through a breach of the Agreement or through other acts or omissions of Supplier; (iii) is obtained lawfully from a third
party; or (iv) is disclosed under the California Public Records Act or legal process. Supplier will not access, use or disclose Confidential Information
other than to carry out the purposes for which UC disclosed the Confidential Information to Supplier, except as permitted or required by applicable
law, or as otherwise authorized in writing by UC prior to the disclosure. Supplier shall have the limited right to disclose UC's Confidential
Information to Supplier's employees provided that: (i) Supplier shall disclose only such UC's Confidential Information as is necessary for the
Supplier to perform its obligations under this Agreement; (ii) such employees have been informed of the confidential nature of such information;
and (iii) such employees have agreed in writing to be bound by confidentiality obligations at least as stringent as those set forth in this Agreement.
Supplier shall be liable for any breach of this Agreement by its employees. For avoidance of doubt, this provision prohibits Supplier from using for
its own benefit Confidential Information and any information derived therefrom. If Supplier is required by a court of competent jurisdiction or an
administrative body to disclose Confidential Information, Supplier will notify UC in writing immediately upon receiving notice of such requirement
and prior to any such disclosure (unless Supplier is prohibited by law from doing so), to give UC an opportunity to oppose or otherwise respond to
such disclosure. To the extent Supplier is still required to make such a disclosure, Supplier will give UC prompt written notice of such event and will
furnish only that portion that is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will
be afforded to the Confidential Information. Supplier's transmission, transportation or storage of Confidential Information outside the United
States, or access of Confidential Information from outside the United States, is prohibited except with prior written authorization by UC. UC's
Appendix — Data Security, Appendix — HIPAA Business Associate, and/or Appendix — General Data Protection Regulation will control in the event
that one or both appendices is incorporated into the Agreement and conflicts with the provisions of this Article. Supplier acknowledges that
remedies at law would be inadequate to protect UC against any actual or threatened breach of this Section by Supplier, and, without prejudice to
any other rights and remedies otherwise available to UC, Supplier agrees to the granting of injunctive relief in UC's favor without proof of actual
damages.
ARTICLE 21— UC WHISTLEBLOWER POLICY -UC is committed to conducting its affairs in compliance with the law, and has established a process for
reporting and investigating suspected improper governmental activities. Please visit http://www.ucop.edu/uc-whistleblower/ for more
information.
ARTICLE 22 —SUSTAINABLE PROCUREMENT GUIDELINES Supplier will conduct business using environmentally, socially, and economically
sustainable products and services (defined as products and services with a lesser or reduced effect on human health and the environment, and
which generate benefits to the University as well as to society and the economy, while remaining within the carrying capacity of the environment),
to the maximum possible extent consistent with the Agreement, and with the University of California Sustainable Practices Policy
(https:HPolicy.ucop.edu/doc/3100155) and the University of California Sustainable Procurement Guidelines:
(https://www.ucop.edu/procurement-services/_files/sustainableprocurementguidelines.pdf). In accordance with the University of California
Sustainable Practices Policy, Supplier will adhere to the following requirements and standards, as applicable. Supplier acknowledges that failure to
comply with any of the sustainability standards and requirements in the Agreement will constitute a material breach of the Agreement and UC will
have the right to terminate the Agreement without damage, penalty, cost or further obligation. A. Sustainability Marketing Standards. Supplier
sustainability related claims, where applicable, must meet University of California recognized certifications and standards set forth in the UC
Sustainable Procurement Guidelines and/or meet the standards of Federal Trade Commission's (FTC) Green Guides. B. Electronic Transfer of
Supplier Information. Suppliers, when interacting with the University, shall be prohibited from providing hard copies of presentations, marketing
material, or other informational materials. Suppliers will be required to present all information in electronic format that is easily transferable to
University staff. Materials may be provided in hard copy or physical format if specifically required or requested by a UC representative. C.
Packaging Requirements. All packaging must be compliant with the Toxics in Packaging Prevention Act (AB 455) and must meet all additional
standards and requirements set forth in the UC Sustainable Practices Policy. In addition, the University requires that all packaging meet at least one
of the criteria listed below: a. Uses bulk packaging; b. Uses reusable packaging (e.g. totes reused by delivery service for next delivery); c. Uses
innovative packaging that reduces the weight of packaging, reduces packaging waste, or utilizes packaging that is a component of the product; d.
Maximizes recycled content and/or meets or exceeds the minimum post -consumer content level for packaging in the U.S. Environmental
Protection Agency Comprehensive Procurement Guidelines; e. Uses locally recyclable or certified compostable material. D. Expanded Polystyrene
(EPS) Ban. No EPS shall be used in foodservice facilities for takeaway containers. By 2020, the University will be prohibited from procuring Goods
containing, or that are provided in packaging containing, Expanded Polystyrene (EPS) other than that utilized for laboratory supply or medical
packaging and products where no functional alternatives exist. E. E-Waste Recycling Requirements. All recyclers of University of California
electronic equipment must be e-Steward certified by the Basel Action Network (BAN) or R2 Standard certified. Hosted and Punch -out Catalog
Requirements. Suppliers enabled with eProcurement hosted catalog functionality must clearly identify products with UC-recognized Certifications,
as defined by the UC Sustainable Procurement Guidelines, in both hosted and punchout catalog e-procurement environments.
ARTICLE 23 — PATIENT PROTECTION AND AFFORDABLE CARE ACT (PPACA) EMPLOYER SHARED RESPONSIBILITY
If the Services involve Supplier furnishing UC with temporary or supplementary staffing, Supplier warrants that:
A. If Supplier is an Applicable Large Employer (as defined under Treasury Regulation Section 54.4980H-1(a)(4)):
1. Supplier offers health coverage to its full-time employees who are performing Services for UC;
2. Supplier's cost of enrolling such employees in Supplier's health plan is factored into the fees for the Services; and
3. The fees for the Services are higher than what the Services would cost if Supplier did not offer health coverage to such full-time employees.
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B. If Supplier is not an Applicable Large Employer (as defined above):
1. Supplier offers group health coverage to its full-time employees who are performing Services for UC and such coverage is considered Minimum
Essential Coverage (as defined under Treasury Regulation Section 1-5000A-2) and is Affordable (as defined under Treasury Regulation Section
54.4980H-5(e)); or
2. Supplier's full-time employees who are performing services for UC have individual coverage and such coverage satisfies the PPACA requirements
for mandated individual coverage.
Supplier acknowledges that UC is relying on these warranties to ensure UC's compliance with the PPACA Employer Shared Responsibility provision.
ARTICLE 24 - PREVAILING WAGES
Unless UC notifies Supplier that the Services are not subject to prevailing wage requirements, Supplier will comply, and will ensure that all sub -
suppliers comply, with California prevailing wage provisions, including but not limited to those set forth in Labor Code sections 1770, 1771, 1771.1,
1772, 1773, 1773.1, 1774, 1775, 1776, 1777.5, and 1777.6. For purposes of the Agreement, the term "sub -supplier" means a person or firm, of all
tiers, that has a contract with Supplier or with a sub -supplier to provide a portion of the Services. The term sub -supplier will not include suppliers,
manufacturers, or distributors. Specifically, and not by way of limitation, if apprenticable occupations are involved in providing the Services,
Supplier will be responsible for ensuring that Supplier and any sub -suppliers comply with Labor Code Section 1777.5. Supplier and sub -supplier may
not provide the Services unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5 and 1771.1.
Notwithstanding the foregoing provisions, Supplier will be solely responsible for tracking and ensuring proper payment of prevailing wages
regardless if Services are partially or wholly subject to prevailing wage requirements. In every instance, Supplier will pay not less than the UC Fair
Wage (defined as $13 per hour as of 10/1/15, $14 per hour as of 10/1/16, and $15 per hour as of 10/1/17) for Services being performed at a UC
Location (defined as any location owned or leased by UC).
The California Department of Industrial Relations (DIR) has ascertained the general prevailing per diem wage rates in the locality in which the
Services are to be provided for each craft, classification, or type of worker required to provide the Services. A copy of the general prevailing per
diem wage rates will be on file at each UC Location's procurement office, and will be made available to any interested party upon request. Supplier
will post at any job site: A. Notice of the general prevailing per diem wage rates, and any other notices required by DIR rule or regulation. By this
reference, such notices are made part of the Agreement. Supplier will pay not less than the prevailing wage rates, as specified in the schedule and
any amendments thereto, to all workers employed by Supplier in providing the Services. Supplier will cause all subcontracts to include the
provision that all sub -suppliers will pay not less than the prevailing rates to all workers employed by such sub -suppliers in providing the Services.
The Services are subject to compliance monitoring and enforcement by the DIR. Supplier will forfeit, as a penalty, not more than $200 for each
calendar day or portion thereof for each worker that is paid less than the prevailing rates as determined by the DIR for the work or craft in which
the worker is employed for any portion of the Services provided by Supplier or any sub -supplier. The amount of this penalty will be determined
pursuant to applicable law. Such forfeiture amounts may be deducted from the amounts due under the Agreement. If there are insufficient funds
remaining in the amounts due under the Agreement, Supplier will be liable for any outstanding amount remaining due. Supplier will also pay to any
worker who was paid less than the prevailing wage rate for the work or craft for which the worker was employed for any portion of the Services,
for each day, or portion thereof, for which the worker was paid less than the specified prevailing per diem wage rate, an amount equal to the
difference between the specified prevailing per diem wage rate and the amount which was paid to the worker. Review of any civil wage and
penalty assessment will be made pursuant to California Labor Code section 1742.
ARTICLE 25 — FAIR WAGE/FAIR WORK
If the Agreement is for Services that will be performed at one or more UC Locations, does not solely involve furnishing Goods, and are not subject
to extramural awards containing sponsor -mandated terms and conditions, Supplier warrants that it is in compliance with applicable federal, state
and local working conditions requirements, including but not limited to those set forth in Articles 11, 12 and 14 herein, and that Supplier pays its
employees performing the Services no less than the UC Fair Wage. Supplier agrees UC may conduct such UC Fair Wage/Fair Work interim
compliance audits as UC reasonably requests, as determined in UC's sole discretion. Supplier agrees to post UC Fair Wage/Fair Work notices, in the
form supplied by UC, in public areas (such as break rooms and lunch rooms) frequented by Supplier employees who perform Services.
For Services that exceed $100,000 annually and are not subject to prevailing wage requirements, Supplier will, a) at Supplier's expense, provide an
annual independent verification performed by a licensed public accounting firm (independent accountant) or the Supplier's independent internal
audit department (http://na.theiia.org/standards-guidance/topics/Pages/Independence-and-Objectivity.aspx) in compliance with UC's required
verification standards and procedures, concerning Supplier's compliance with this provision, and b) ensure that in the case of a UC interim audit, its
independent accountant/independent internal auditor makes available to UC its UC Fair Wage/Fair Work papers for the most recent verification
period. Supplier agrees to provide UC with a UC Fair Wage/Fair Work verification annually, in a form acceptable to UC, no later than ninety days
after each one-year anniversary of the agreement's effective date, for the twelve months immediately preceding the anniversary date. All Supplier
FW/FW compliance resources available here: https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html.
ARTICLE 26 — MEDICAL DEVICES
This Article applies when the Goods and/or Services involve UC purchasing or leasing one or more medical devices from Supplier, or when Supplier
uses one or more medical devices in providing Goods and/or Services to UC.
Medical Device as used herein will have the meaning provided by the U.S. Food and Drug Administration ("FDA") and means an instrument,
apparatus, implement, machine, contrivance, implant, in vitro reagent, or other similar or related article, including a component part, or accessory
which is: (i) recognized in the official National Formulary, or the United States Pharmacopoeia, or any supplement to them; (ii) intended for use in
the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease, in man or other animals, or (iii)
intended to affect the structure or any function of the body of man or other animals, and which does not achieve any of its primary intended
purposes through chemical action within or on the body of man or other animals and which is not dependent upon being metabolized for the
achievement of any of its primary intended purposes.
Supplier warrants that prior to UC's purchase or lease of any Medical Device or Supplier's use of any Medical Device in providing Goods and/or
Services hereunder, Supplier will: (i) perform security testing and validation for each such Goods and/or Services or Medical Device, as applicable;
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(ii) perform a security scan by an anti -virus scanner, with up-to-date signatures, on any software embedded within any Goods and/or Services or
Medical Device, as applicable, in order to verify that the software does not contain any known viruses or malware; (iii) conduct a vulnerability scan
encompassing all ports and fuzz testing; and (iv) provide UC with reports for (i) — (iii). Supplier warrants that all security testing performed by
Supplier covers all issues noted in the "SANS WE TOP 25" and/or "OWASP Top 10" documentation.
Throughout Supplier's performance of this Agreement, Supplier will provide UC with reasonably up-to-date patches, firmware and security updates
for any Medical Device provided to UC, and any other Medical Device used in the course of providing Services, as applicable. All such patches and
other security updates will be made available to UC within thirty (30) days of its commercial release or as otherwise recommended by Supplier or
Supplier's sub -supplier, whichever is earlier. Supplier warrants that all software and installation media not specifically required for any Medical
Device used by Supplier or Goods and/or Services delivered to UC under this Agreement as well as files, scripts, messaging services and data will be
removed from all such Goods and/or Services or Medical Device following installation, and that all hardware ports and drives not required for use
or operation of such Goods and/or Services or Medical Device will be disabled at time of installation. In addition, Medical Devices must be
configured so that only Supplier -approved applications will run on such Medical Devices.
Supplier agrees that UC may take any and all actions that it, in its sole discretion, deems necessary to address, mitigate and/or rectify any real or
potential security threat, and that no such action, to the extent such action does not compromise device certification, will impact, limit, reduce or
negate Supplier's warranties or any of Supplier's other obligations hereunder.
Supplier warrants that any Medical Device provided to UC, and any other Medical Device used in the course of providing such Goods and/or
Services, meet and comply with all cyber-security guidance and similar standards promulgated by the FDA and any other applicable regulatory
body.
If the Goods and/or Services entail provision or use of a Medical Device, Supplier will provide UC with a completed Manufacturer Disclosure
Statement for Medical Device Security (MDS2) form for each such Medical Device before UC is obligated to purchase or lease such Medical Device
or prior to Supplier's use of such device in its performance of Services. If Supplier provides an MDS2 form to UC concurrently with its provision of
Goods and/or Services, UC will have a reasonable period of time to review such MDS2 form, and if the MDS2 form is unacceptable to UC, then UC
in its sole discretion may return the Goods or terminate the Agreement with no further obligation to Supplier.
ARTICLE 27 — FORCE MAJEURE
Neither Party will be liable for delays due to causes beyond the Party's control (including, but not restricted to, war, civil disturbances, earthquakes,
fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather).
ARTICLE 28 — ASSIGNMENT AND SUBCONTRACTING
Except as to any payment due hereunder, Supplier may not assign or subcontract the Agreement without UC's written consent. In case such
consent is given, the assignee or subcontractor will be subject to all of the terms of the Agreement.
ARTICLE 29 — NO THIRD -PARTY RIGHTS
Nothing in the Agreement, express or implied, is intended to make any person or entity that is not a signer to the Agreement a third -party
beneficiary of any right created by this Agreement or by operation of law.
ARTICLE 30 — OTHER APPLICABLE LAWS
Any provision required to be included in a contract of this type by any applicable and valid federal, state or local law, ordinance, rule or regulations
will be deemed to be incorporated herein.
ARTICLE 31— NOTICES
A Party must send any notice required to be given under the Agreement by overnight delivery or by certified mail with return receipt requested, to
the other Party's representative at the address specified by such Party.
ARTICLE 32 — SEVERABILITY
If a provision of the Agreement becomes, or is determined to be, illegal, invalid, or unenforceable, that will not affect the legality, validity or
enforceability of any other provision of the Agreement or of any portion of the invalidated provision that remains legal, valid, or enforceable.
ATTACHMENT C — UC APPENDIX DATA SECURITY AND PRIVACY DATED 4-12-17
ARTICLE 1— PURPOSE AND SCOPE OF APPLICATION
A. This Data Security and Privacy Appendix is designed to protect the University of California's (UC) Non-public Information and UC
Information Resources (defined below). This Appendix describes the data security and privacy obligations of Supplier and its sub -
suppliers that connect to UC Information Resources and/or gain access to Non-public Information (defined below).
B. Supplier agrees to be bound by the obligations set forth in this Appendix. To the extent applicable, Supplier also agrees to impose,
by written contract, the terms and conditions contained in this Appendix on any third party retained by Supplier to provide services
for or on behalf of the UC.
ARTICLE 2 — DEFINED TERMS
A. Breach. Breach means the unauthorized acquisition, access, use or disclosure of Non-public Information that compromises the
security, confidentiality or integrity of such information.
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B. Non-public Information. Supplier's provision of Services under this Agreement may involve access to certain information that UC
wishes to be protected from further use or disclosure. Non-public Information shall be defined as: (i) Protected Information (defined
below); (ii) information UC discloses, in writing, orally, or visually, to Supplier, or to which Supplier obtains access to in connection
with the negotiation and performance of the Agreement, and which relates to UC, its students or employees, its third -party vendors
or licensors, or any other individuals or entities that have made confidential information available to UC or to Supplier acting on UC's
behalf (collectively, "UC Users"), marked or otherwise identified as proprietary and/or confidential, or that, given the natu re of the
information, ought reasonably to be treated as proprietary and/or confidential; (iii) trade secrets; and (iv) business information.
C. Protected Information. Protected Information shall be defined as information that identifies or is capable of identifying a specific
individual, including but not limited to personally -identifiable information, medical information other than Protected Health
Information as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the HIPAA regulations
(including, but not limited to 45 CFR § 160.103), Cardholder Data (as currently defined by the Payment Card Industry Data Security
Standard and Payment Application Standard Glossary of Terms, Abbreviations, and Acronyms), student records, or individual
financial information that is subject to laws restricting the use and disclosure of such information, including but not limited to Article
1, Section 1 of the California Constitution; the California Information Practices Act (Civil Code § 1798 et seq.); the federal Gramm -
Leach -Bliley Act (15 U.S.C. §§ 6801(b) and 6805(b)(2)); the federal Family Educational Rights and Privacy Act (20 U.S.C. § 1232g); the
federal Fair and Accurate Credit Transactions Act (15 USC § 1601 et seq.) and the Fair Credit Reporting Act (15 USC § 1681 et seq.).
D. UC Information Resources. UC Information Resources shall be defined as those devices, networks and related infrastructure that
UC owns, operates or has obtained for use to conduct UC business. Devices include but are not limited to, UC-owned or managed
storage, processing, communications devices and related infrastructure on which UC data is accessed, processed, stored, or
communicated, and may include personally owned devices. Data includes, but is not limited to, Non-public Information, other UC-
created or managed business and research data, metadata, and credentials created by or issued on behalf of UC.
E. Work Product. Work Product shall be defined as works -in -progress, notes, data, reference materials, memoranda, documentation
and records in any way incorporating or reflecting any Non-public Information and all proprietary rights therein, including
copyrights. Work Product is subject to the Agreement's Intellectual Property, Copyright and Patents Article. For the avoidance of
doubt, Work Product shall belong exclusively to UC and unless expressly provided, this Appendix shall not be construed as conferring
on Supplier any patent, copyright, trademark, license right or trade secret owned or obtained by UC.
ARTICLE 3 — ACCESS TO UC INFORMATION RESOURCES
A. In any circumstance when Supplier is provided access to UC Information Resources, it is solely Supplier's responsibility to ensure
that its access does not result in any access by unauthorized individuals to UC Information Resources. This includes conformance
with minimum security standards in effect at the UC location(s) where access is provided. Any Supplier technology and/or systems
that gain access to UC Information Resources must contain, at a minimum, the elements in the Computer System Security
Requirements set forth in Attachment 1 to this Appendix. No less than annually, Supplier shall evaluate and document whether
Supplier's practices accessing UC Information Resources comply with the terms of this Appendix. Documentation of such evaluation
shall be made available to UC upon UC's request. Regardless of whether UC requests a copy of such evaluation, Supplier shall
immediately inform UC of any findings of noncompliance and certify when findings of non-compliance have been addressed.
B. Supplier shall limit the examination of UC information to the least invasive degree of inspection required to provide the Goods
and/or Services. In the event Goods and/or Services include the inspection of a specific threat to or anomaly of UC's Information
Resources, Supplier shall limit such inspection in accordance with the principle of least perusal. Supplier will notify UC immediately
upon such events.
C. With UC's prior written consent, Supplier may alter a UC Information Resource to the extent such alteration is specifically required
for Supplier to provide Goods and/or Services to UC pursuant to the Agreement.
ARTICLE 4 — SECURITY PATCHES AND UPDATES
Supplier is required to perform patches and updates in connection with the Goods and/or Services provided to UC as follows:
A. Devices and Software Provided Directly to UC. Supplier will make available to UC any patches and other updates to system
security software or firmware utilized by Supplier in its provision of Goods and/or Services no later than the earlier of thirty (30) days
of its commercial release or as recommended by Supplier or Supplier's sub -supplier.
B. Supplier's Internal Systems and Services Necessary for Supplier to fulfill its Obligations to UC. Supplier will regularly apply security
patches and functional updates to its internal systems software and firmware.
ARTICLE 5 — COMPLIANCE WITH APPLICABLE LAWS, FAIR INFORMATION PRACTICE PRINCIPLES AND UC POLICIES
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A. Supplier agrees to comply with all applicable state, federal and international laws, as well as industry best practices, governing the
collection, access, use, disclosure, safeguarding and destruction of Protected Information. Additionally Supplier will comply as
applicable with the Fair Information Practice Principles, as defined by the U.S. Federal Trade Commission. Such principles would
typically require Supplier to have a privacy policy, and a prominently -posted privacy statement or notice in conformance with such
principles. If collecting Protected Information electronically from individuals on behalf of UC, Supplier's prominently -posted privacy
statement will be similar to those used by UC (UC's sample Privacy Statement for websites is available at
http://www.ucop.edu/information-technology-services/policies/it-policies-and-guidelines/records-mgmt-and-
privacy/files/sampleprivacystatement.doc). Supplier also agrees, to the extent applicable, to comply with UC's Business and Finance
Bulletin IS-2, Inventory, Classification, and Release of UC Electronic Information (https://policy.ucop.edu/doc/7020447/BFB-IS-2),
and IS-3, Electronic Information Security (https://policy.ucop.edu/doc/7000543/BFB-IS-3).
B. Supplier shall make available to UC all products, systems, and documents necessary to allow UC to audit Supplier's compliance
with the terms of this Article 5. UC shall have the right to audit Supplier's compliance with its Information Security Plan and the
obligations set forth in Attachment 1.
C. UC reserves the right to monitor Supplier's connectivity to UC Information Resources while Supplier accesses Non-public
Information.
ARTICLE 6 — PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF NON-PUBLIC INFORMATION
Supplier agrees to hold UC's Non-public Information, and any information derived from such information, in strictest confidence.
Supplier will not access, use or disclose Non-public Information other than to carry out the purposes for which UC disclosed the Non-
public Information to Supplier, except as permitted or required by applicable law, or as otherwise authorized in writing by UC. For
avoidance of doubt, this provision prohibits Supplier from using for its own benefit Non-public Information or any information
derived from such information. If required by a court of competent jurisdiction or an administrative body to disclose Non-public
Information, Supplier will notify UC in writing immediately upon receiving notice of such requirement and prior to any such
disclosure, to give UC an opportunity to oppose or otherwise respond to such disclosure (unless prohibited by law from doing so).
Supplier's transmission, transportation or storage of Non-public Information outside the United States, or access of Non-public
Information from outside the United States, is prohibited except on prior written authorization by UC.
ARTICLE 7 — SAFEGUARD STANDARD
Supplier agrees to protect the privacy and security of Non-public Information according to all applicable laws and regulations, by
commercially -acceptable standards, and no less rigorously than it protects its own confidential information, but in no case less than
reasonable care. Supplier will implement, maintain and use appropriate administrative, technical and physical security measures to
preserve the confidentiality, integrity and availability of the Non-public Information. All Protected Information stored on portable
devices or media must be encrypted in accordance with the Federal Information Processing Standards (FIPS) Publication 140-2.
Supplier will ensure that such security measures are regularly reviewed and revised to address evolving threats and vulnerabilities
while Supplier has responsibility for the Non-public Information under the terms of this Appendix. Prior to agreeing to the terms of
this Appendix, and periodically thereafter (no more frequently than annually) at UC's request, Supplier will provide assurance, in the
form of a third -party audit report or other documentation acceptable to UC, such as SOC2 Type II, demonstrating that appropriate
information security safeguards and controls are in place.
ARTICLE 8 — INFORMATION SECURITY PLAN
A. Supplier acknowledges that UC is required to comply with information security standards for the protection of Protected
Information as required by law, regulation and regulatory guidance, as well as UC's internal security program for information and
systems protection.
B. Supplier will establish, maintain and comply with an information security plan ("Information Security Plan"), which will contain, at
a minimum, such elements as those set forth in Attachment 1 to this Appendix.
C. Supplier's Information Security Plan will be designed to:
i. Ensure the security, integrity and confidentiality of Non-public Information;
ii. Protect against any anticipated threats or hazards to the security or integrity of such information;
iii. Protect against unauthorized access to or use of such information that could result in harm or inconvenience to the person that is
the subject of such information;
iv. Reduce risks associated with Supplier having access to UC Information Resources; and
v. Comply with all applicable legal and regulatory requirements for data protection.
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D. On at least an annual basis, Supplier will review its Information Security Plan, update and revise it as needed, and submit it to UC
upon request. At UC's request, Supplier will make modifications to its Information Security Plan or to the procedures and practices
thereunder to conform to UC's security requirements as they exist from time to time. If there are any significant modifications to
Supplier's Information Security Plan, Supplier will notify UC within 72 hours.
ARTICLE 9 — RETURN OR DESTRUCTION OF NON-PUBLIC INFORMATION
Within 30 days of the termination, cancellation, expiration or other conclusion of this Appendix, Supplier will return the Non-public
Information to UC unless UC requests in writing that such data be destroyed. This provision will also apply to all Non-public
Information that is in the possession of subcontractors or agents of Supplier. Such destruction will be accomplished by "purging" or
"physical destruction," in accordance with National Institute of Standards and Technology (NIST) Special Publication 800-88. Supplier
will certify in writing to UC that such return or destruction has been completed.
If Supplier believes that return or destruction of the Non-public Information is technically impossible or impractical, Supplier must
provide UC with a written statement of the reason that return or destruction by Supplier is technically impossible or impractical. If
UC determines that return or destruction is technically impossible or impractical, Supplier will continue to protect the Non-public
Information in accordance with the terms of this Appendix.
ARTICLE 10 — NOTIFICATION OF CORRESPONDENCE CONCERNING NON-PUBLIC INFORMATION
Supplier agrees to notify UC immediately, both orally and in writing, but in no event more than two (2) business days after Supplier
receives correspondence or a complaint regarding Non-public Information, including but not limited to, correspondence or a
complaint that originates from a regulatory agency or an individual.
ARTICLE 11— BREACHES OF NON-PUBLIC INFORMATION
A. Reporting of Breach: Supplier will report any confirmed or suspected Breach to UC immediately upon discovery, both orally and in
writing, but in no event more than two (2) business days after Supplier reasonably believes a Breach has or may have occurred.
Supplier's report will identify: (i) the nature of the unauthorized access, use or disclosure, (ii) the Non-public Information accessed,
used or disclosed, (iii) the person(s) who accessed, used, disclosed and/or received Non-public Information (if known), (iv) what
Supplier has done or will do to mitigate any deleterious effect of the unauthorized access, use or disclosure, and (v) what corrective
action Supplier has taken or will take to prevent future unauthorized access, use or disclosure. Supplier will provide such other
information, including a written report, as reasonably requested by UC. In the event of a suspected Breach, Supplier will keep UC
informed regularly of the progress of its investigation until the uncertainty is resolved.
B. Coordination of Breach Response Activities: Supplier will fully cooperate with UC's investigation of any Breach involving Supplier
and/or the Services, including but not limited to making witnesses and documents available immediately upon Supplier's reporting
of the Breach. Supplier's full cooperation will include but not be limited to Supplier:
i. Immediately preserving any potential forensic evidence relating to the Breach, and remedying the Breach as quickly as
circumstances permit
ii. Promptly (within 2 business days) designating a contact person to whom UC will direct inquiries, and who will communicate
Supplier responses to UC inquiries;
iii. As rapidly as circumstances permit, applying appropriate resources to remedy the Breach condition, investigate, document,
restore UC service(s) as directed by UC, and undertake appropriate response activities;
iv. Providing status reports to UC on Breach response activities, either on a daily basis or a frequency approved by UC;
v. Coordinating all media, law enforcement, or other Breach notifications with UC in advance of such notification(s), unless expressly
prohibited by law; and
vi. Ensuring that knowledgeable Supplier staff is available on short notice, if needed, to participate in UC-initiated meetings and/or
conference calls regarding the Breach.
C. Grounds for Termination. Any Breach may be grounds for immediate termination of the Agreement by UC.
D. Assistance in Litigation or Administrative Proceedings. Supplier will make itself and any employees, subcontractors, or agents
assisting Supplier in the performance of its obligations available to UC at no cost to UC to testify as witnesses, or otherwise, in the
event of a Breach or other unauthorized disclosure of Non-public Information caused by Supplier that results in litigation,
governmental investigations, or administrative proceedings against UC, its directors, officers, agents or employees based upon a
claimed violation of laws relating to security and privacy or arising out of this Appendix.
ARTICLE 12 — ATTORNEY'S FEES
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In any action brought by a party to enforce the terms of this Appendix, the prevailing party will be entitled to reasonable attorney's
fees and costs, including the reasonable value of any services provided by in-house counsel. The reasonable value of services
provided by in-house counsel will be calculated by applying an hourly rate commensurate with prevailing market rates charged by
attorneys in private practice for such services.
ARTICLE 13 — INDEMNITY
The Agreement includes an Indemnity provision, but for the avoidance of doubt regarding a Breach involving Protected Information,
Supplier's indemnification obligations under the Agreement will include the following fees and costs which arise as a result of
Supplier's breach of this Appendix, negligent acts or omissions, or willful misconduct: any and all costs associated with notification to
individuals or remedial measures offered to individuals, whether or not required by law, including but not limited to costs of
notification of individuals, establishment and operation of call center(s), credit monitoring and/or identity restoration services; time
of UC personnel responding to Breach; fees and costs incurred in litigation; the cost of external investigations; civil or criminal
penalties levied against UC; civil judgments entered against UC; attorney's fees, and court costs.
ARTICLE 14 — ADDITIONAL INSURANCE
In addition to the insurance required under the Agreement, Supplier at its sole cost and expense will obtain, keep in force, and
maintain an insurance policy (or policies) that provides coverage for privacy and data security breaches. This specific type of
insurance is typically referred to as Privacy, Technology and Data Security Liability, Cyber Liability, or Technology Professional
Liability. In some cases, Professional Liability policies may include some coverage for privacy and/or data breaches. Regardless of the
type of policy in place, it needs to include coverage for reasonable costs in investigating and responding to privacy and/or data
breaches with the following minimum limits unless UC specifies otherwise: $1,000,000 Each Occurrence and $5,000,000 Aggregate.
FIRST AMENDMENT TO APPENDIX — DATA SECURITY AND PRIVACY
SAFEGUARD STANDARD FOR PAYMENT CARD DATA (IF APPLICABLE)
A. Supplier agrees that it is responsible for the security of Cardholder Data (as currently defined by the Payment Card Industry Data
Security Standard and Payment Application Standard Glossary of Terms, Abbreviations, and Acronyms) that it possesses (if any),
including the functions relating to storing, processing and transmitting Cardholder Data. In this regard, Supplier represents and
warrants that it will implement and maintain certification of Payment Card Industry ("PCI") compliance standards regarding data
security, and that it will undergo independent third party quarterly system scans that audit for all known methods hackers use to
access private information and vulnerabilities that would allow malicious software (e.g., viruses and worms) to gain access to or
disrupt UC Information Resources. These requirements, which are incorporated herein, can be found at
https://www.pcisecuritystandards.org/document_library. Supplier agrees to provide at least annually, and from time to time at the
written request of UC, current evidence (in form and substance reasonably satisfactory to UC) of compliance with these data
security standards, which has been properly certified by an authority recognized by the payment card industry for that purpose.
B. In connection with credit card transactions processed for UC, Supplier will provide reasonable care and efforts to detect
fraudulent payment card activity. In performing the Services, Supplier will comply with all applicable rules and requirements,
including security rules and requirements, of UC's financial institutions, including its acquiring bank, the major payment card
associations and payment card companies. If during the term of an Agreement with UC, Supplier undergoes, or has reason to believe
that it will undergo, an adverse change in its certification or compliance status with the PCI standards and/or other material
payment card industry standards, it will promptly notify UC of such circumstances.
C. Supplier further represents and warrants that software applications it provides for the purpose of performing Services related to
processing payments, particularly credit card payments, are developed in accordance with all applicable PCI standards, and are in
compliance with all applicable PCI standards, including but not limited to Payment Application Data Security Standards (PA-DSS),
Point to Point Encryption Solution Requirements (P2PE) including approved card readers or Point of Interaction (P01). As verification
of this, Supplier agrees to provide at least annually, and from time to time upon written request of UC, current evidence (in form and
substance reasonably satisfactory to UC) that any such application it provides is certified as complying with these standards and
agrees to continue to maintain that certification as may be required.
D. Supplier will immediately notify UC if it learns that it is no longer PCI compliant under one of the standards identified above, or if
any software applications or encryption solutions are no longer PCI compliant.
ATTACHMENT 1
A. Supplier will develop, implement, and maintain a comprehensive Information Security Plan that is written in one or more readily
accessible parts and contains administrative, technical, and physical safeguards. The safeguards contained in such program must be
consistent with the safeguards for protection of Protected Information and information of a similar character set forth in any state
or federal regulations by which the person who owns or licenses such information may be regulated.
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B. Without limiting the generality of the foregoing, every comprehensive Information Security Plan will include, but not be I imited
to:
i. Designating one or more employees to maintain the comprehensive Information Security Plan;
ii. Identifying and assessing internal and external risks to the security, confidentiality, and/or integrity of any electronic, paper or
other records containing Protected Information and of UC Information Resources, and evaluating and improving, where necessary,
the effectiveness of the current safeguards for limiting such risks, including but not limited to:
a. Ongoing employee (including temporary and contract employee) training;
b. Employee compliance with policies and procedures; and
c. Means for detecting and preventing security system failures.
iii. Developing security policies for employees relating to the storage, access and transportation of records containing Protected
Information outside of business premises.
iv. Imposing disciplinary measures for violations of the comprehensive Information Security Plan rules.
v. Preventing terminated employees from accessing records containing Protected Information and/or UC Information Resources.
vi. Overseeing service providers, by:
a. Taking reasonable steps to select and retain third -party service providers that are capable of maintaining appropriate security
measures to protect such Protected Information and UC Information Resources consistent with all applicable laws and regulations;
and
b. Requiring such third -party service providers by contract to implement and maintain such appropriate security measures for
Protected Information.
vii. Placing reasonable restrictions upon physical access to records containing Protected Information and UC Information Resources
and requiring storage of such records and data in locked facilities, storage areas or containers.
viii. Restrict physical access to any network or data centers that may have access to Protected Information or UC Information
Resources.
ix. Requiring regular monitoring to ensure that the comprehensive Information Security Plan is operating in a manner reasonably
calculated to prevent unauthorized access to or unauthorized use of Protected Information and UC Information Resources; and
upgrading information safeguards as necessary to limit risks.
x. Reviewing the scope of the security measures at least annually or whenever there is a material change in business practices that
may reasonably implicate the security or integrity of records containing Protected Information and of UC Information Resources.
xi. Documenting responsive actions taken in connection with any incident involving a Breach, and mandating post -incident review of
events and actions taken, if any, to make changes in business practices relating to protection of Protected Information and UC
Information Resources.
Computer System Security Requirements
To the extent that Supplier electronically stores or transmits Protected Information or has access to any UC Information Resources, it
will include in it's written, comprehensive Information Security Plan the establishment and maintenance of a security system
covering its computers, including any wireless system that, at a minimum, and to the extent technically feasible, will have the
following elements:
A. Secure user authentication protocols including:
i. Control of user IDs and other identifiers;
ii. A secure method of assigning and selecting passwords, or use of unique identifier technologies, such as biometrics or token
devices;
iii. Control of data security passwords to ensure that such passwords are kept in a location and/or format that does not compromise
the security of the data they protect;
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iv. Restricting access to active users and active user accounts only; and
v. Blocking access to user identification after multiple unsuccessful attempts to gain access or the limitation placed on access for the
particular system.
vi. Periodic review of user access, access rights and audit of user accounts.
B. Secure access control measures that:
i. Restrict access to records and files containing Protected Information and systems that may have access to UC Information
Resources to those who need such information to perform their job duties; and
ii. Assign unique identifications plus passwords, which are not vendor supplied default passwords, to each person with computer
access, which are reasonably designed to maintain the integrity of the security of the access controls.
C. Encryption of all transmitted records and files containing Protected Information.
D. Adequate security of all networks that connect to UC Information Resources or access Protected Information, including wireless
networks.
E. Reasonable monitoring of systems, for unauthorized use of or access to Protected Information and UC Information Resources.
Revised
ATTACHMENT D — UC APPENDIX ECOMMERCE DATED 9-19-17 (UC Specific)
This Electronic Commerce Appendix specifies the electronic commerce requirements applicable to Supplier in providing the Goods
and/or Services.
SECTION 1 - GENERAL TERMS
Each UC Location offers an electronic web -based purchasing and catalog system to facilitate the purchase of Goods and/or Services
from UC suppliers. UC Locations' eProcurement systems currently are provided by two suppliers. This Appendix sets forth the terms
and conditions that will govern Supplier's sale of Goods and/or Services through UC's eProcurement systems.
SECTION 2 - DEFINITIONS
Catalog(s) refers to the list of detailed product information, agreement pricing, manufacturer part numbers and/or service
descriptions relating to the Goods and/or Services to be offered either as a Punch -Out Catalog, a Hosted Catalog or in a combination.
This may include the creation of multiple Hosted Catalogs.
EProcurement and eCommerce are used interchangeably to mean UC's electronic web -based purchasing and catalog systems. Each
UC location has a branded eProcurement site.
Go Live Date means the date on which a Catalog will be active.
Hosted Catalog means a Catalog that is a properly formatted computer file supplied to all UC Locations through the Locations'
respective eProcurement systems.
Order means a purchase order for Goods and/or Services placed by a User through an eProcurement system.
Order Data means all data and information relating to Orders, including, without limitation, the specifics of a given transaction.
Punch -Out Catalog means a Catalog, hosted by Supplier on Supplier's Site. Users may access this Punch -Out Catalog via an internet
link provided by Supplier to UC that redirects a User from the campus eProcurement site to Supplier Site. The Punch -Out Catalog will
permit: (a) Users to access the Supplier Website when a User selects the Punch -Out Catalog; (b) User to create an Order through the
eProcurement sites; and (c) UC eProcurement sites to forward an Order to Supplier for confirmation and Order processing along with
Order status inquiry.
Supplier Mark means Supplier's name, trade name, and/or trademarks, service mark, or any derivation thereof.
Supplier Site means an internet site operated and maintained by Supplier that has been made subject to this Appendix.
UC Mark means UC's name, trade name, and/or trademarks, service marks, or any derivation thereof.
User means an individual authorized by a UC location to use an eProcurement system.
SECTION 3 — RIGHT TO USE
UC grants to Supplier the right to sell Goods and/or Services to UC through the eProcurement systems. Supplier will be responsible
for any cost of operation or dispute with regard to its interface with UC's eProcurement systems.
SECTION 4 — ESTABLISHMENT/MAINTENANCE OF CATALOG; SITE RESPONSIBILITY; LICENSE
(a) Establishment and Maintenance. The parties agree to electronically link the functionality of their respective systems, using
commercially reasonable efforts. Supplier will provide its Catalog(s) to UC in a file format that will interface seamlessly with UC's
eProcurement systems. These Catalog files will be in compliance with each UC Location's eProcurement system and Order Data will
be transmitted according to the appropriate cXML or xCBL standards as the case may be. For Hosted Catalogs, Supplier must provide
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UC with updated versions of the Catalog file with, at a minimum, full descriptions and images that Supplier currently utilizes for items
offered in its proprietary websites and Punch -Out Catalogs. The parties will update each other regarding eCommerce specifications as
needed from time to time.
Supplier must notify UC's Contract Administrator at least three (3) weeks in advance of the proposed Go Live Date if it will be
requesting additions, deletions or modifications to the Catalogs. After such advance notification, Supplier must provide UC with
Catalog files containing the requested additions, deletions or modifications with no less than the lead time directed by UC's Contract
Administrator; provided, however, that for all Catalogs that Supplier requests to have a January 1 Go Live Date, Supplier must submit
proposed files no later than December 1. Upon UC's approval of the new Catalog file, Supplier will make the updated version of the
Catalog file effective on the Go Live Date on which UC and Supplier agree. If UC rejects a Catalog more than once because it does not
meet UC's acceptance criteria, the Contract Administrator will suspend Supplier's price/content change until the date of Supplier's
next contracted change.
If there is a conflict between a price in a Hosted Catalog and a Punch -Out Catalog, UC will be invoiced at the lower price. If the price
discrepancy is due to UC's failure to timely update a Hosted Catalog, Supplier may charge the higher price and UC will work with
Supplier to rectify the problem as quickly as possible.
All Supplier -provided pricing in any Catalogs, whether Hosted or Punch -Out, will be inclusive of all shipping, handling, fees and charges
of any sort, except applicable taxes.
Supplier is responsible for providing UC with Catalogs that contain accurate pricing and data in accordance with the Agreement. If UC
determines there are errors in the pricing or data attributes of a Catalog, UC will notify Supplier of those errors in writing and reject
the Catalog. Supplier will have no more than ten (10) business days to review and correct the errors. Supplier agrees that UC may
block customized Catalogs at the SKU and/or category level.
UC's Terms and Conditions of Purchase state that the Goods and/or Services must be exactly as specified in the Agreement. For the
avoidance of doubt, this means that Supplier may not, without UC's prior consent, substitute items, change SKU numbers or change
the number of items in a package in any Catalog.
(b) Site Responsibility. Except as otherwise set forth herein, each party will be responsible, at its own expense, for: (i) developing,
operating and maintaining its website; (ii) acquiring and maintaining its server hardware and software (or obtaining third -party hosting
services) for its website; and (iii) maintaining Internet connectivity.
(c) License. Supplier hereby grants to UC, at no additional cost, a limited, non-exclusive, royalty -free right to link to and access the
Supplier Site from the eProcurement sites, subject to the terms and conditions herein and solely for the purpose of permitting Users
to access the Services. All Supplier Marks will remain the sole property of Supplier.
SECTION 5 — USER SUPPORT
(a) UC Duties. Each UC Location will provide its Users with initial contact and system support assistance on all functionality and use
issues for eProcurement (including links to the Supplier Site). When known, UC will promptly notify Supplier of any such issues relating
to the Catalog, the Supplier Site and/or other Supplier materials/systems.
(b) Supplier Duties. Supplier will provide all customer support relating to the Catalog, Supplier Goods and/or Services and Supplier
Sites in a manner consistent with the customer support that Supplier provides to other customers, and at least as good as the customer
support that Supplier provides to customers who are purchasing through means other than websites.
SECTION 6 — PROPRIETARY RIGHTS
UC's Terms and Conditions of Purchase contains provisions regarding the parties' rights and responsibilities with respect to intellectual
property relating to the Goods and Services. Without altering those provisions, the parties additionally agree as follows. UC may
require Supplier to "brand" Supplier's Punch -Out Catalog with one or more UC Marks. If UC requires Supplier to utilize one or more
UC Marks on Supplier's Punch -Out Catalog, UC will provide the appropriate artwork and such artwork will be deemed to have been
provided with a limited, non-exclusive, non -sub licensable right for Supplier to use it solely for the purpose of a UC-branded Punch -
Out Catalog hosted by Supplier and subject to the following terms:
Supplier may not make any additional use of the UC Marks without UC's prior written approval.
Supplier's use of the UC Marks in the Punch -Out Catalog must acknowledge UC's ownership of the UC Marks. Supplier will include all
notices and legends with respect to UC trademarks, trade names, or copyrights as may be required by applicable trademark and
copyright laws or which may be reasonably requested by UC. Supplier agrees not to claim any title to UC Marks or any right to use UC
Marks except as permitted by this Appendix. Upon termination of this Appendix or the Agreement, all rights to UC Marks conveyed
by UC to Supplier will cease and Supplier will destroy or return to UC all media with UC Marks. UC specifically reserves any and all
rights to UC Marks not specifically granted to Supplier.
Supplier grants to UC the right to use Supplier's trademarks, logos, trade names, and service marks for the purpose of promoting UC
eProcurement sites to the UC community. UC acknowledges Supplier's right, title and interest in and to Supplier's Marks and Supplier's
exclusive right to use and license the use of Supplier Marks and agrees not to claim any title to Supplier Marks or any right to use
Supplier Marks except as permitted by this Addendum. UC will include all notices and legends with respect to Supplier trademarks,
trade names, or copyrights as may be required by applicable trademark and copyright laws or which may be reasonably requested by
Supplier. Upon termination of this Appendix, all rights to Supplier Marks conveyed by Supplier to UC will cease and UC will destroy or
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return to Supplier all media with Supplier Marks. Supplier specifically reserves any and all right to Supplier Marks not specifically
granted to UC.
The licenses granted in the previous paragraphs regarding UC Marks and Supplier Marks are subject to the ongoing approval of the
party owning the respective trademarks, logos, trade names, or copyrights. Such ongoing approval includes the ability to terminate —
at any time, for any reason, and in the sole discretion of the owner of the respective trademarks, logos, trade names, or copyrights —
the trademark licenses provided in the preceding paragraphs for any particular trademark, logo, trade name, or copyrighted work
without necessarily terminating this Appendix. Each party agrees not to take any action that will adversely reflect upon or damage the
goodwill, reputation, or the brand value of the other party. Each party further agrees not to take any action that is inconsistent with
the other party's ownership of the respective trademarks, trade names, or copyrights. At all times (including following termination of
the Agreement), Supplier agrees to comply with Section 92000 of California's Education Code.
(a) Grant of License. Supplier hereby grants UC a non-exclusive, royalty -free: (i) license to use, copy, transmit, and display the Catalog,
any information contained therein and the Supplier Marks for the purposes of permitting Customers to access information about and
order Supplier Goods and/or Services from a Catalog and (ii) if Supplier is using a Punch -Out Catalog, right to link to and access the
Punch -Out Catalog on the Supplier Site, for the purposes of permitting Customers to access the Supplier Website and permitting
Customers to order Supplier Goods and/or Services.
(b) Modifications. UC will not modify or remove any of the proprietary rights markings in the Catalog. UC will not modify the Catalog,
except as supplied by Supplier. UC will not make any representations or warranties, or provide any information, to any third party
regarding any Supplier Goods and/or Services (including, but not limited to, any representations or warranties of any information
regarding availability, delivery, pricing, characteristics, qualifications or specifications thereof). If UC believes in good faith that any
Supplier information does not conform to the requirements of the associated UC Agreement or this Appendix, UC will be entitled to
withdraw the Catalog from UC eProcurement sites. In such a case, UC will promptly notify the Supplier of the actions it has taken and
will work with the Supplier promptly to resolve UC's concerns. When UC's concerns are satisfactorily resolved, UC will promptly restore
the Catalog, if appropriate. UC will have no liability to the Supplier or anyone else for exercising these rights.
(c) Acknowledgment. Each party acknowledges that the technology embodied in the other party's Site may be based on patented or
patentable inventions, trade secrets, copyrights or other intellectual property or proprietary rights ("Intellectual Property Rights")
owned by the other party and its applicable licensors.
(d) UC Rights. As between the parties, UC will be the sole owner of — or, with respect to any items licensed by UC, will retain all rights
to — UC eProcurement sites and all Intellectual Property Rights associated with UC eProcurement sites, including any modifications,
updates, enhancements or upgrades to any of the foregoing, as well as any Order Data generated or collected on such Site (collectively,
the "UC Materials"). Except as provided herein, Supplier may not copy or use in any way, in whole or in part, any UC Materials without
UC's prior written approval. Any permitted copies of such property, in whole or in part, alone or as part of a derivative work, will
remain UC's sole property. Supplier agrees to reproduce and include UC's copyright, trademark and other proprietary rights notices
on any permitted copies of UC Materials including, without limitation, partial copies and copied materials in derivative works. Supplier
will not copy or reproduce any third -party copyrighted or trademarked materials, which appear on or are otherwise associated with
any UC eProcurement site without UC's prior written consent.
SECTION 7 — MULTIPLE SUPPLIERS
Supplier acknowledges that all UC eProcurement sites are intended to facilitate Users' ability to obtain Goods and/or Services from
more than one supplier. Nothing in this Appendix will be construed to prevent UC from entering into similar agreements with a ny third
parties including, without limitation, suppliers that may be in competition with Supplier.
SECTION 8— WARRANTY DISCLAIMER
UC does not warrant that access to UC eProcurement sites will be uninterrupted or that the results obtained by use of UC
eProcurement sites will be error -free.
SECTION 9 — DISPUTES AND CHANGES IN THE SERVICES
(a) UC and Supplier agree to negotiate in good faith to resolve problems, questions and disputes.
(b) Where improvements and clarifications can be made in the business processes related to eProcurement, both parties agree to
incorporate such changes as long as they are mutually agreed upon.
ATTACHMENT E — DEFINITIONS
General
Broad Line Manufacturer/Qualified Supplier— a Manufacturer who can supply the required services and is able to provide their
manufactured product covering a minimum of (but not limited to) the five (5) main/mandatory categories of Office Furniture (System,
Seating, Storage, Free Standing Furniture, and Tables) which meet RFP specifications (including UC Minimum Sustainability
Requirements and Ergonomic Requirements).
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Dealer or Dealer Service Network Provider - Subcontractor and/or provider of goods and services on behalf of Manufacturer such as
furniture, furniture design, layout design, workspace planning, showroom demonstration, warehouse storing, delivery, installation,
customer service, invoicing, payment collections, credit card processing, etc.
Design - Major Revision - A major revision is defined as any modification in which an excess of 30% of the design is revised.
High Volume Tier — Dollar amount of product purchased, which exceeds predetermined discount off list pricing and therefore qualifies
for negotiated pricing; all such pricing tiers to be found within Exhibit A of Statement of Work.
Project Management - Enhanced professional services through a Dealer authorized representative. Dealer authorized representative
provided under the Agreement will provide project management services, in which many segments of a project must be professionally
coordinated and well -orchestrated by a project manager or team and proper oversight must be maintained and milestones must be
adhered to.
Punch List -A term used to describe an inventory list of all corrections, additions, or deletions to an Installation or project which
requires an action on the part of the Supplier, to be completed. The Punch list will detail the point of acceptance, rejection or remedial
action necessary for any product. Includes, but not limited, to missing, damaged, mistakenly -shipped or incorrect installation parts,
components, or whole pieces of furniture as directly related to the original purchase order.
Reconfiguration -A term used to describe the process of disassembly, re -assembly and possible relocation and redesign of existing
furniture systems.
Services - Refers to all services provided by the Dealer, including "Value -Added" services, and "Per Hourly -Rate" services as noted
within and Attachment A — Statement of Work.
Supplier — Manufacturer and Primary Contracting Entity, as represented by its Dealers/Authorized Dealer Services Network and its
other business entities within its supply chain for the purpose of proposing goods and services under this RFP, as a single contracting
entity. The term Supplier, therefore, is used interchangeably with Manufacturer, Seller, Dealer, Designer, Installer, or any supply chain
entity the Supplier proposes to carry out its duties and obligations in answer to this solicitation.
Value -Added Services - Includes all enhanced professional services, such as design and installation, provided by Dealer.
Waste Removal/Removal of Debris- Refers to the removal all packaging materials from the University premises by the Dealer at the
time of delivery and Installation and recycled or disposed of in accordance with UC's Sustainability Policy
Furniture Items Definitions
Exclusions to below — Any "Product listed or registered with FDA as a medical device or a furnishing that meets a
specific clinical requirement for UC clinicians."
Paneled Systems - Pre -fabricated paneled workstations or cubicle office. Includes panels, desk, storage, filing work surfaces, cabinetry,
accessories, etc. Task Chair_ A task chair is a chair designed for the completion of work tasks that need to be performed while sitting,
including paperwork, phones, computer work, or other tasks. A task chair should provide users with an adjustable, stable seating
surface that supports the spine, promotes dynamic movement, and can be adjusted to fit a majority of people. All task chairs shall
follow the guidelines of Exhibit E of SOW.
CSA- Z412, Guideline on Office Ergonomics, page 161
Task Chair: A task chair is a chair designed for the completion of work tasks that need to be performed while sitting, including
paperwork, phones, computer work, or other tasks. A task chair should provide users with an adjustable, stable seating surface that
supports the spine, promotes dynamic movement, and can be adjusted to fit a majority of people. All task chairs shall follow the
guidelines of Exhibit E of SOW.
CSA- Z412, Guideline on Office Ergonomics, page 161
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Side Chair: A side chair is a chair designed for short-term sitting (i.e. guest chair) and is not designed to be used during work tasks. A
side chair usually has a fixed seat height, seat angle, and backrest, and it may or may not have arms. The minimum weight capacity is
250 pounds.
ANSI-BIFMA x5.1-2002
Desk/Work Surface: A desk/work surface is a piece of furniture with a surface designed to allow the user to complete their work
tasks. Work tasks can include but are not limited to reading, writing, and use of computers, telephones, calculators, and microscopes.
Surfaces can be flat or angle adjustable (for example drafting tables). Work surfaces should be designed to support work equipment
and task materials while allowing adequate clearance, access, and support for the majority of users. Desks/work surfaces may be
freestanding or part of a panel system which is secured to the wall or floor. All work surfaces shall follow the dimension and height
adjustability guidelines of Exhibit E of SOW.
ISO 9241-5, Ergonomic requirements for office work with visual display terminals, page 9, 15
Storage: A piece of furniture designed to store items. Storage units shall meet the following requirements:
Adjustment controls should be easy to operate from usual working positions and designed so they encourage correct use
Drawers should be designed to prevent unintentional opening
Drawers should not require undue force to open and close
Drawers should not be able to be pulled out so they unintentionally fall
Casters on mobile pedestal drawers should be chosen to match the floor surface where the pedestal will be used
ATTACHMENT F — RFP (RFP-OFFICE FURNITURE - UC SYSTEMWIDE — JULY182019)
See as separate Attachment
ATTACHMENT G — SUPPLIER'S RESPONSE TO RFP, DATED 8-21-19
See as separate attachment
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ATTACHMENT A - STATEMENT OF WORK
KIMBALL OFFICE - AGREEMENT #2019.001896
This Statement of Work — Attachment A ("SOW") is issued pursuant to Purchasing Agreement #2019.001896 dated May 20, 2020
between UC and Kimball Office Inc. ("Agreement").
1. Title and Description of the Scope of Goods and/or Services
Supplier shall offer a line of Office Furniture and related services; both meeting requirements of this Agreement to the University of
California System -wide. These product lines must include the categories of Systems Furniture, Freestanding Furniture, Storage,
Tables, and Chairs/Seating. Other categories may include Higher Education Classroom Furniture, Fixed Seating, Architectural
Elements, Healthcare/Lab, Integrated Technology, Accessories and Technical Support, Outdoor Furniture, and other related
categories as approved by the UC Procurement, Office of the President. Supplier, through this Agreement shall also offer a fully
comprehensive product line and list of services to a national market, through OMNIA Partners, Public Sector, noting a 'fully
compressive product line'/national product line is not limited by UC specific ergonomic and sustainability requirements.
Related services, either directly or through a subcontracted dealer network; shall include (but are not limited to)
design/consultation, delivery, storage, project management, and installation ("Services"). Together, the "Goods and Services" all in
accordance with Federal and State of California laws and the requirements of the UC as further detailed in the incorporated RFP, its
responses, and below.
2. Implementation
Supplier shall provide and execute an implementation plan which shall provide for an early National roll -out (with Webinar) and a
phased plan UC rollout by November 1, 2020, inclusive of the items below:
• Campus Profile Development
• Campus Visits/UCOP Rollout
• Campus Training
• Marketing and Business Development
• Catalog development, aligning Price Discount List with lines/products n with UC Sustainability and Ergonomic Requirements
• Ecommerce Integration with Testing and Pilots (18mo from date of contract)
Supplier Obligations
Action
Date relative to contract
signature
Notify our Four (4) Regional Government Sales Managers. They are the owners of the Omnia/UC
contract for their respective regions. As the contract specialists, they would coordinate all training Within 10 days
among the distribution channel's sales staff and other Kimball sales representatives
Kimball Executive leadership and Omnia Executive leadership will communicate the new Omnia/UC
national agreement contract though its website and direct communications to its sales teams and Within 30 days
authorized distribution channel. As well as a press release to various trade publications
Create power point and other types of communication that highlight new award and its changes.
Create presentation and develop training schedule for all Kimball distribution channel. Within 60 days
Review all existing opportunities and notify of new award and date
Complete presentation and roll out to all Kimball Distribution channel.
Develop tracking plan for new contract progress. Within 90 days
Meet with Omnia and UC to review progress and activity.
Action
Contract Start-11/01/20
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Kimball will launch a soft roll out with the help of UC to all campus and participating agencies.
Conduct a meet and greet with design, construction, facilities and department heads
Create marketing materials for email, providing contact information
Acquire names of design staff and facilities staff, calendar of campus vendor shows Prior to implementation date
Introduction, by campus with service partners/Dealers
Training at each campus with facilities, designers and procurement
Post cards announcing new products and or custom designs completed
Announcement in the major publications
Joint community outreach with various campuses
Design marketing and support based on each campus's need and demographic 9-28-20-11/1/2020
One campus per quarter to factory tour
Joint research projects to improve the use of spaces and student engagement/success
Seating labs, product display areas
Integrate technology where appropriate with AV, VR, AR, etc.
UC ECOMMERCE
Assign an e-commerce team lead/project manager specific to UC. Kimball would work with the UC
System along with individual campuses to understand the priorities and develop a phased 1st Week
implementation schedule based on the priorities
Define a specific set of materials (including Options)
Within 6 months: Create a punchout site and link to the e-procurement site of the client 1st 3 months
Provide access and training to the dealer(s) who would service the ordering process. For an e-
commerce program to be successful, training is of greatest importance. This training needs to happen
conjunctly between the dealer and the campus. Communication and knowledge gained through a Within 9 months
joint training program will allow Kimball to learn how best to support each campus and integrate
seamlessly into their processes and business models.
Testing/Piloting of the system to insure everything is operating properly Within 1st year
UC Obligations
Action
Contract Start - 11/01/20
UC agrees to provide staff hours and expertise, as determined necessary by the UC, in order to assist
with contract implementation and the required integrations with UC eCommerce systems; such
efforts to include, but not be limited to:
Contract Guidance Documents Prior to Roll -out
Participation - Announcement Webinar Within 1 month of contract
Launch marketing through UC internal newsletters Oct-20
Campus Roll -out Events Estimate 9/29/20 to 10/31/20
Collaboration of UCOP ECOE and P&C to achieve eCommerce integration Complete -18 mo. from contract
Participation in the development and issuance of surveys ongoing
3. Place(s) of Performance/Locations
Services shall be provided nationally through OMNIA Partners, for public sector purchasing by Participating Agencies. UC, as Principal
Procurement Agency, shall receive services for its locations which are described below; such locations to include any UC Locations
added during the term of this contract:
a. Ten Campuses - UC Berkeley, UC Davis, UC Irvine, UC Los Angeles, UC Merced, UC Riverside, UC San Diego, UC San
Francisco, UC Santa Barbara, UC Santa Cruz
b. Five Medical Centers — UC Davis, UC Irvine, UC Los Angeles, UC San Diego, UC San Francisco
c. The UC Office of the President — A central system -wide headquarters with offices primarily located in Oakland and
Sacramento, California, and teaching/administrative offices in Washington, D.C.
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d. The Division of Agriculture and Natural Resources — Comprised of over 60 local offices and Research and Extension
Centers located throughout California, and County Cooperative Extension offices.
e. UC Hastings College of Law
f. Lawrence Berkeley National Lab, which is owned by the Federal Government, but managed by the University of California.
g. Lawrence Livermore Lab and additional centers and offices as further detailed at:
http://www.universityofcalifornia.edu/uc-system/parts-of-uc
h. Any awarded Agreement(s) will be available to all current and future locations of the University of California and its
Affiliates.
i.
4. Key Personnel
NATIONAL PROGRAM - Dealers/Subcontractors authorized to provide Goods and/or Services nationally, under this SOW, can be found
at https://www.kimball.com/contactus/all-dealers/.
UC PROGRAM - Dealers authorized to provide services to the UC are listed in Exhibit F to this Statement of Work.
Dealers may be added or deleted, at request of Kimball International over the lifetime of this Agreement..
Supplier's Account Manager is listed below, is subject to UC approval, and has overall responsibility for managing the UC/Supplier
relationship. If this does not include National Contract, please list in next section:
Name
Wendy Schnarr
Email
Wendy.schnarr@kimball.com
Phone
812-631-2995
Address
512 Balsam Dr. Euless, TX
Supplier's Account Management Team is:
Name
Lisa Carter
Email
Lisa.carter@kimball.com
Phone
703-975-3329
Address
1130 Connecticut Ave. NW Ste
1150 Washington DC
Name
Vikki Gibbs
Email
Vikki.gibbs@kimball.com
Phone
303-396-4581
Address
5280 E. Caley Ave. Centennial, CO
Name
Haley Rosenkranz
Email
Haley.rosenkranz@kimball.com
Phone
812-482-6468
Address
1600 Royal St. Jasper, IN
Name
TBD
Email
Phone
Address
1600 Royal St. Jasper, IN
UC'S Project Mangers:
Contract Implementation &
Rollout for UC Locations
eProcurement Implementation
Sustainability Reporting,
CSR Assessment, (EcoVadis),
Gap Analysis, and Improvement
Planning
TITLE: Public Sector Sales Manager
TITLE: Vice President, Sales
TITLE: Director of Sales, West
TITLE: Strategic Sales Manager
TITLE: State Contract Specialist
Yvonne Macon, Contract Administrator
Yvonne. Macon@ucop2022
Lia Scott liascott@ucdavis.edu & Terese Merrell
Terese.Merrell@ucop.edu
Stephanie Lopez stephanie.Lopez@ucop.edu & Heather Perry
heather.Perry@ucsb.edu
Stephanie Lopez stephanie.Lopez@ucop.edu & Yvonne
Macon
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5. Reporting Requirements
Supplier will provide, at a minimum, periodic reports detailing usage and spend by location, incentives and remittance data, and UC
required sustainability data (UC Specific). Supplier agrees to provide other reports to UC, as reasonably requested by UC during the
Term of the Agreement and any extension(s) thereof, at no additional cost. Supplier shall use UC provided templates if available.
Reporting periods and requirements, specific to the UC, are provided in Exhibit D:
6. Assumptions and Exceptions (This section is specific to UC)
This Agreement is one of three Broadline Awards made as a result of RFP ## 001218 - RFP - OFFICE FURNITURE - UC SYSTEMWIDE —
JULY182019 and includes the categories (without minimum purchase volumes) and services, stated in Section 1. UC additional
requirements, restrictions, or exceptions are listed below and are considered to apply, only to the UC:
A. Any previously established ergonomic contracts with targeted awards in the areas of task chair, tall task stools, height adjustable
worksurfaces, and work tools (monitor arms, keyboard trays).
B. Goods and Services, purchased by a contractor, awarded business through the UC Construction Bidding Process, are not included
in this scope of work, unless the following criteria are met:
1. Use of contract(s) are specified, as a requirement or option, within the Construction RFP documents; such use to benefit
the UC project only and to be validated by protocols established by the campus or within those documents.
2. For tracking purposes only, the UC Procurement Contract Administrator, shall be notified of construction usage when
purchases made by contractors (general or sub) are high volume=>$400K and purchased for construction RFP projects
(not a solicitation by Campus/UCOP Procurement & Contracts).
C. Architectural Elements are included (if offered by Supplier) in this scope of work, however Demountable Walls and/or any'ceiling
height wall product', ordered against this Agreement through standard/non-construction channels (e.g. PO or P-card process) will
be subject to order restrictions. The below approvals must be obtained in writing and submitted by UC department or Buyer, to
Supplier/Dealer prior to an order being placed by a Dealer to a manufacturer. Supplier will obtain and record email approvals.
These shall be attached to final campus POs.
1. Campus Fire Marshall (or equivalent, if none exists)
2. Design & Construction Management (PM or Management) or Facilities Management (Director or Associate Director)
D. Spend directed to Small Businesses, deemed necessary by the UC Location to meet any federal, state, agency, etc. program
requirements.
E. Supplier will complete CSR Assessment with EcoVadis, within 90 days of Contract signing for purpose of establishing a baseline,
creating plan for targeted improvements (if below avg. score), and to measure ongoing improvements. If a supplier's score meets,
or is above the average score for that category of business, they will not be required to reassess until the contract is reviewed for
extension (first Option Year of the contract after the Initial Term of four (4) years.
F. Supplier will complete Foam Ban Exemption Form within 1 month (30 days) of contract signature. Per Exhibit C requirements, it
has been established Supplier is not currently in compliance with the UC Sustainable Procurement Policy, as it pertains to
avoidance of Foam Packaging. As such, they have/will complete an exemption form for these non -compliant practices and
included a process and target report. The form will be reviewed and revised per accomplishments, prior to any annual systemwide
business reviews, as further described in Section 9.6 and Exhibit C of this document. The form with table, represent current work
and testing that are part of the ongoing efforts by Supplier to meet these requirements and includes a target date for meeting
them. If not fully compliant by that date. Supplier will apply for an exemption for review, planning, and approval of the remaining
non -compliant item(s).
7. Service Level Agreement (This section is specific to the UC)
A. During the Term of the Agreement, and any extension(s) of the Term, Supplier will provide services herein, meeting qualitative
standards, as shown below, within the following response times: national also (Wendy will check)
Response Times
Response time to return call to clients
Response time to visit clients*
within 24 hours (Fri. would be Mon.)
within 3 business days
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Initial design completion and quote meeting
Quote for project
Final design to ready order quote
PO (from UC) to acknowledgement
Standard delivery
Non —Standard delivery
Incidental non -assembly items
Items needing assembly or for projects
Storage
Returns/Restocking (UC error)**
Pick-ups
Credits/Claims
Requests for reports
Punch list development*
Punch list closure*
within 10 business days from initial (or 1-2 wk.)
within 5 business days (sm) 10 days (Ig.)
within 2 business days
within 3 business days
standard shipping and delivery 4-5 weeks
non-standard shipping & delivery 6-10 weeks
deliver 3 business days after receipt of items
deliver and assemble 7 business days (sm) and
10 business days (Ig.) after receipt by Dealer
30 business days free
20 business days from date of delivery to customer
(see above —Damaged/Returned product for Supplier error)
within 2-3 business days
within 5 business days from pick-up
within 10 business days
within 2 business days after installation walk thru
within 30 (or 10) business days after both parties agree as to
responsible party
*Punch List --a term used to describe an inventory list of all corrections, to an installation or project which requires an action on the part of the manufacturer and/or
its Dealer, Installer, etc., to complete. Includes, but not limited, to missing, damaged, mistakenly -shipped or incorrect installation parts, components, or whole pieces
of ergonomic equipment as directly related to the original purchase order.
** Restocking - All returns of conforming product, if qualified, are subject to a 50% restocking fee. Only 'made to Stock' product items (stocked inventory — not made
to order) may be returned under this provision. SEE 9.F. for Returns of non -conforming goods
The minimum service standards set forth above recognize that occasional errors are likely; however, Supplier further agrees to use its
best efforts to achieve 100% of service levels. Should the service levels fall below the minimum standards and Supplier/Dealer must
take corrective action within fifteen (15) days following UC written notification. When failure to correct is the fault of Dealer, UC
reserves the right to terminate service with a Dealer and to require service be provided (where available) by a different authorized
Dealer. Mutually acceptable arrangements will be made for completion and payment of existing orders. Any repeated failure by
Manufacturer/Supplier, shall be handled per Section 2 of Master Agreement.
8. Pricing
A. Per Master Agreement, all Goods available through this Agreement, include delivery and are priced as a 'Discount off List' which
varies according to delivery or services included. Specific pricing and pricing terms are detailed in the Pricing Exhibit(s).
B. Services included in this Agreement, are priced in two ways; 1) as a 'Discount off List Price', included with delivered product; 2) as
'Value Add Services Rates" priced hourly/separately per service and to be rendered in conjunction with Drop Ship Orders. Both
forms of Pricing are provided within Exhibits A & B and detail service deliverables. Note: Services for this category of goods, may
require the payment of prevailing wage rates. Prevailing Wage installation is quoted separately and rates vary by region.
C. Delivery, Basic Installation, and Complex installation, as captured within Discount Packages, reflect a rate for delivery with loading
dock and elevator access. There may be an additional charge (to be quoted) where no loading dock and/or elevator access is
available, thereby impacting the estimated delivery time. Supplier and Supplier's Authorized Representatives -Subcontractors will
provide written notice to the UC location of any such additional charge and obtain UC location's approval prior to the scheduled
delivery. Except as noted above, there shall be no separate or additional charges, fees, handling or other incidental costs for
products following any contract award. Noted exception are surcharges, separate and allowable, when offsetting government
imposed tariffs
D. Volume Pricing — Pricing within Exhibits, includes Volume Discounts. As indicated on this Exhibit, the UC may negotiate pricing on
any single order where Manufacturer's product cost is in excess of the pre -determined discount levels/tiers reflected on Exhibits A &
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B to this Agreement for Office Furniture Products. These orders (Negotiable Tiers) are defined as "high -volume" orders. NET is
defined as the estimated List -value of the entire order, less discounts, and includes all service fees and expenses, excluding taxes."
E. In addition to volume pricing offered by Supplier during the Contract term, a Supplier may conduct sales promotions involving
price reductions for a specified lesser period. Supplier may offer Participating Agencies/UC competitive pricing which is lower than
the not -to -exceed price set forth herein at any time during the Contract term and such lower pricing shall not be applied as a global
price reduction under the Contract.
9. Program Requirements
A. General
a. There shall be no minimum order requirements (quantity, dollar size, etc.).
b. Manufacturer must have a Dealer/Distribution network in California and/or direct support having the capacity to deliver and
install products for UC systems, meeting UC requirements.
c. Manufacturer must have a nationwide Dealer/Distribution network having the capacity to deliver and install products
nationwide, with some regional exceptions.
d. Furniture purchased from Manufacturer and/or Dealer(s) must meet federal, state, regional and local standards and
regulations, including, but not limited to: Occupational Safety and Health Administration (OSHA), Business and Institutional
Furniture Manufacturers Association (BIFMA) acceptance test levels, Underwriters Laboratory (UL) requirements, Americans
with Disabilities Act (ADA), etc. and; current BIFMA standard: https://www.bifma.org/page/StandardsShortDesc
e. Manufacturer and/or Dealer must be in full compliance with specific building and fire code restrictions on all jobs.
f. Manufacturer/Dealer shall agree to follow protocol (to be established), and to receive authorization prior to orders being
placed for Demountable Walls and Fixed Seating (UC specific)
B. Administration — (This section is UC Specific)
Supplier shall provide the following program administration functions to UC:
a. Project Manager to coordinate program implementation (see implementation Plan).
b. Account Management for on -going contract monitoring and maintenance
c. On -site sales representation on a regular basis to increase sales activity, assist in resolving problems, demonstrate new
products, handle returned goods and provide other customer services as required for the efficient operation of the
program .
d. When requested, meetings between Supplier's account manager(s) and UC Purchasing Departments to discuss previous
period's activities and resolution of any open issues.
e. Supplier shall meet with UC/UCOP for Regular Business Reviews to review contract usage and effectiveness, discuss current
Services offerings and provide suggestions and discussion for continuous improvement in Services efficiencies, and to
address additional topics pertinent to the relationship towards the UC's strategic goals. For each Business Review, the
Supplier must provide pertinent performance and management reports detailing a wide range of information related to this
Agreement at both the UC-wide level and breakdowns for each individual UC location. At least once annually, provide
Power Point presentation including (but not limited to) the below:
• Sales Data for UC System
• Fiscal Year to Date (beginning July 1).
• Fiscal Year to Date for the previous year.
• Last 12 month spend.
• Last 12 month spend for the prior year.
• Company or Dealer updates/changes
• Sustainability
• Outreach and Projects
• SLA Scorecard and Issues
• Product —changes and new lines
f. Conduct quarterly business review meeting with each UC location, providing information, as requested. (UC specific)
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g. Keep the contracting departments/customers apprised of any quality issues including recalls, upgrades and product
warnings that may affect product performance
h. A Supplier is required to provide reports (as noted in Section 5 and on Exhibit D) as reasonably requested by UC during the
term of the agreement at no additional cost to UC. (UC specific)
C. Ecommerce and Related Invoicing/Settlement (This section is UC Specific)
a. Integration Requirement: EProcurement Integration is a requirement of this Agreement and must be accomplished within 18
months of contract signing. E-commerce technology is utilized at each of the UC locations. Attachment D of Master
Agreement - Appendix eCommerce, details requirements. Supplier and UC shall cooperate in good faith to make available to
UC end purchasers and to encourage such end purchasers to use Seller's electronic catalog within each locations e-Commerce
platform when ordering Products. Supplier is required to provide (or continue to provide) an acceptable integrated solution
to the e-Commerce systems deployed in the UC system within the first 18 months of contract.
b. E-commerce Platform Orders: UC orders will be placed directly with a supplier's system using either a hosted (static) or punch -
out catalog housed in the UC E-commerce system(s). The catalog offerings will include all charges (exclusive of sales tax),
including installation/assembly services where applicable. Implementation required within 18 months of contract signing.
Note: National Participating Agencies have the option to enter into an e-commerce platform order solution on a per agency
negotiated basis.
c. Quote Functionality: A Supplier is required to provide 'quote retrieval functionality' within 18 months of contract signing,
defined as the ability for a customer to request quotes from a dealer and then retrieve them from their e-procurement site
to auto -populate a UC PO. Does your platform currently support the ability for a customer to request a quote from a dealer
that can then be retrieved, by the customer, through your punchout catalog to populate a Shopping Cart? Please describe
your functionality.
d. Paperless Invoicing: This is a requirement of this Agreement. Supplier will be required (within 18 months of contract signature)
to transmit their invoices electronically in a format that can be imported into various e-commerce and financial systems;
cXML and EDI are the preferred invoice transmission methods although a Supplier may elect to utilize an e-invoicing service
(e.g. Transcepta or Docufree), which allow the supplier to upload invoice data by multiple methods, including e-mail or direct
data entry, for final transmission to a campus in their preferred electronic method.
e. Payment Type: The University of California's preferred payment method is by virtual card (PaymentPlus, administered by US
Bank) or procurement card (including ghost card for eCommerce), which includes a processing fee. Through these programs,
the University of California can extend NET terms, which means that remittance will be transmitted immediately following
full approval of an invoice. With PaymentPlus, suppliers receive email remittance information and are able to retrieve a one-
time credit card number for the amount of the remittance. Suppliers can utilize their own point of sale solution, or can receive
remittance through US Bank at competitive interchange rates. Alternative payment methods for the University include
PaymodeX, EFT or paper check, with varying discounts and net terms offered. Note, some federally funded projects may have
additional constraints on providing payment within 30 days.
f. Established Delivery Dates: An acceptable installation date will be established in writing by mutual agreement of Buyer,
Supplier and Manufacturer (s) (example: date on PO satisfies this) at the time of order placement. Supplier must receive a
complete and accurate order from Buyer, requiring no clarifications or changes prior to the agreed -upon installation date. To
the extent, however, Supplier fails to accurately and completely specify Buyer's requirements when placing an approved
order(s) with Manufacturer, Supplier shall bear liability for damages incurred by Buyer related to such failure by Supplier and
liquidated damages may apply (see Item 12).
D. National Program
a. Manufacturer/Suppler must complete and maintain the required contract documents, reporting and/or other responsibilities
as required by OMNIA Partners, and detailed in referenced RFP.
b. Manufacturer/Supplier must have a nationwide Dealer/Distribution network having the capacity to deliver and install
products nationwide, with some regional exceptions.
E. Product Requirements
Required Product Categories (as defined within Attachment E of Master Agreement and Section 1 above) — Suppliers are
required to provide sufficient product in the below categories; all as subject to Ergonomic requirements as listed on Exhibit
E and Sustainability Requirements, as listed in Exhibit C. (UC Specific).
• Panels and Desks/Work Surface (Adjustable and Fixed)
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• Storage
• Freestanding
• Seating (task, side, conference room, and stackable, but NOT lab, lounge or lobby)
• Tables Conference (tables, training table, occasional tables , hgt. adjustable tables, other)
b. Product Purchase Restrictions (UC Specific) - A Supplier should note, there will be special processes put in place surrounding
the UC's ordering of Architectural Elements (Demountable Walls) and fixed seating, owing to UC approvals which must be
garnered prior to an order being placed. Any awarded Supplier will be required to abide by this process.
c. Parts Sales — A Supplier must offer offer/sell parts for your products to use in UC, and Participating Agencies, in-house repairs.
A Web catalog or (acceptable alternative) must be supplied.
d. New and Discontinued Products
1. Supplier(s) must communicate and make available any special product promotional offers as requested. A system to
communicate promotions shall be established during the contracting phase of this process.
2. New Products - The UC recognizes that products and product line additions to the selected Supplier's offerings are likely
to occur during the life of this contract. The UC will consider these additions as enhancements. Additions will be
considered under the following methods:
• Products will be categorized with similar products or product lines into existing market commodity codes/product
line families previously defined and agreed to by the UC with respect to the discount structure, net price, or total
cost of the product.
3. In the event the selected Supplier(s) add a new specialty product line which represents product(s) that are substantially
different from the products or brands represented in the existing market commodity codes/product line families, the UC
and the selected Supplier(s) may enter into negotiations to establish a discount structure, net price, or total cost for the
product(s) if the UC agrees that the product(s) are not covered under an existing market commodity code/product line
family. Pricing must be competitive in order to add into the contract. The selected Supplier(s) will provide appropriate
documentation to support its position for special pricing. Negotiations must be completed prior to any purchase orders
being processed. In the event the UC and Supplier cannot come to agreement the UC may at its sole opinion conduct a
separate formal bidding process.
4. Supplier shall notify the UC 60 day's in -advance of any products being discontinued wherever possible.
e. Cabling - All Manufacturers of cabling products, must comply with Technology Industry Association (TIA-569-C-2012)
standards for cabling raceway and data equipment outlet openings.
f. Warranty —A minimum warranty of ten (10) years is required for'seating', with a minimum of five (5) years applying to 'other'
products. Note an exception for upholstery, which must have a minimum warranty of 3 years.
g. Surcharges and/or Tariffs — With the exception of 'Tariff Related Surcharges', there shall be NO surcharges during the term
of any resulting contract. A supplier may request temporary surcharges for newly levied tariffs affecting their global supply
chain, either directly or indirectly impacting most/critical materials, whether it is finished goods or directly imported
materials, or raw materials that their suppliers must purchase from China for use in their production process. Any such
charges must be substantiated through appropriate documentation prior to the approval process beginning. Approved
charges will be considered as temporary, with the expectation of removal or reduction in accordance with removal or
decreases by the government.
h. FOB - Orders shall be shipped "FOB Destination" and all pricing shall be NET less sales tax.
F. Services
a. Specific Delivery, Installation & Service options, have been detailed for the UC System and National Accounts. These required
services are shown separately and/or aligned with a Supplier's Pricing/Declared Discounts off List and are found on Exhibit A
and B.
b. Prevailing Wages — Supplier understands that Prevailing Wage requirements apply to this contract, as detailed in Master
Agreement, Section 10 — Prevailing Wages
c. Customer Satisfaction and Service Standard Metrics (UC Specific) - Supplier will be responsible for product satisfaction.
Supplier(s) will act as a customer advocate and coordinator for communications with the dealer that is responsible for
performance and problem resolution. Supplier(s) responsibility for support continues even if the Supplier discontinues
selling a product to the extent that resolution is possible. Suppliers must take necessary actions with dealers to reduce,
minimize and prevent stock -outs of product (i.e. backorders), and to ensure that promised lead-times/ship dates/arrival dates
are accurate. Customer satisfaction will be a determining factor in measuring Supplier(s) performance. Supplier and UC
jointly will on a routine basis conduct and monitor customer satisfaction with a formal survey process. Results and feedback
will be published on a regular basis in a format to be developed. Supplier and/or Dealer shall provide Toll -free number for
assistance in order placement and focused customer service team for the UC.
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Each Location has means to determine their internal level of customer satisfaction and if dealer is meeting
performance metrics. If a dealer falls below the service level expectations it will be escalated to that Location's
Materiel Manager and to UCOP to determine a mutually agreed upon corrective action plan to resolve the concern.
If the service levels do not improve to the satisfaction of the University the issue may ultimately result in termination
of the agreement.
d. Ship to and Consolidation of Orders — Required 'ship to' for UC locations will be determined at the time of order. It is the
responsibility of the manufacturer and servicing dealer to achieve this in the most efficient manner. For incidental (non -
project) orders, UC expects the servicing dealer to consolidate orders and deliveries in a manner such that multiple deliveries
to the same campus on the same day should not be charged full freight for each individual item delivery. Servicing dealer
shall track, receive, warehouse, and deliver the product to the jobsite and perform final inside deliveries to specific office,
suite, work space, lab, job site, etc. at all UC delivery accessible locations. Orders shall be shipped "FOB Destination" and all
pricing shall be NET less sales tax.
e. Storage: (UC Specific): First 30 business days of storage required shall be at no cost to UC or participating agencies. UC may
require items to be in storage beyond 30 bus days and may be charged at rates not to exceed the charge listed on Exhibit B
Discount and Service Pricing. Note: UC must be prepared to accept product within 10 days of shipment or UC must notify
Dealer of its need to enact its option for 30 days free storage from the Dealer. The 30 days shall begin when product arrives
to Dealer's facility/dock. Any period after that point, will be charged at rates quoted within this Agreement.
f. Returns/Damaged product (UC Specific) - Products damaged, duplicated, incorrectly ordered by or incorrectly shipped by the
manufacturer or dealer shall be replaced or picked up by the Supplier(s) within 2-3 business days after notification at no cost
to the UC or participating agencies and thereafter a credit issued (if applicable) within five (5) business days to the satisfaction
of the customer. There shall be no restocking charges or additional shipping charges, etc. for these items. If product has
concealed damage due to carrier, Customer and/or Dealer has 15 days from delivery to file a freight claim with Supplier.
g. Trade Fairs (UC Specific) - If requested a Supplier is expected to sponsor trade and/or manufacturer exhibit/product shows
at each of the UC locations and must comply with each campus' policies regarding space rental, advertising and coordination
with each campus Materiel Management office.
h. Training (UC Specific) - When requested, the Supplier(s) will provide in-house "start-up" and/or training sessions to the UC
users regarding the Supplier's software, ordering system, etc. at no charge to the UC. Similarly, a Supplier shall participate in
developing and delivering Web Training for same.
i. Manufacturer/Dealer Documentation — A Supplier must provide the following, free of charge; 1) documentation of existing
architectural and electrical elements of product (anything that impacts furniture placement), 2) Data and electrical
coordination, including Title 24 documentation, 3) Plans and 3D images in AutoCAD and PDF formats.
j. Material Samples (UC Specific) - A Supplier must provide Material samples to customers, when requested.
k. Seating Labs -Showrooms (UC Specific) - Supplier to work with locations to provide sample product/guidance for seating
labs/showrooms for potential customers to evaluate.
I. Delivery Delays. Supplier will report any delivery delay whatsoever to the ordering Location, as well as its cause, within two
(2) hours after Supplier is able to reasonably determine there will be a delay; the report will be provided to UC by telephone
and e-mail. Supplier will keep UC fully informed and will take all reasonable action in eliminating the cause of delay.
m. Credit. Requests for credit can be transmitted by the ordering UC personnel via the established order management system
(telephone, paper return form, and web -based). Chargebacks and credit memos will be issued to UC ordering departments
in the current month's billing period. If Goods were purchased via UC purchasing card, credit must be issued to the same
purchasing card.
n. Out of Stock Items - If there is an out of stock situation of any ordered inventoried item(s), the out of stock item will be added
to the back order file and will be delivered to UC when the item is in stock without a further order being submitted.
o. Restocking Fees - For 'made to stock items' (stocked inventory — not made to order), return of conforming goods, are subject
to a 50% restocking fee. All freight charges for returned product are the responsibility of the customer. Unauthorized returns
will not be accepted and will be returned freight collect. All merchandise being returned must be properly packed and
protected in the original cartons. Upon receipt, all returned merchandise will be thoroughly inspected. Any discrepancies,
such as additional damage, signs of usage, missing parts, etc., will result in an adjustment to the amount of credit issued
10. Changes to the Services
UC may desire to change the Goods and/or Services following execution of an SOW. If so, UC will submit a written Amendment to
Supplier describing the changes in appropriate detail. If an Amendment does not require Supplier to incur any additional material
costs or expenses, then Supplier will make the modification within ten (10) business days of Supplier's receipt of UC's Amendment. If
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an Amendment does require that Supplier incur additional material costs or expenses, then Supplier in good faith will provide UC with
a written, high level, non -binding assessment of the costs and expenses and the time required to perform the modifications required
by the Amendment, within ten (10) business days of Supplier's receipt of UC's Amendment. UC will notify Supplier in writing within
ten (10) business days after receipt of Supplier's response to the Amendment as to whether UC wishes Supplier to implement the
Amendment based on the response. UC will compensate Supplier for implementation of an Amendment in accordance with the terms
and conditions of the relevant Amendment and Supplier's response to the Amendment, if any. Supplier's implementation of an
Amendment will not delay the performance of Services and/or the delivery of deliverables not reasonably affected by an Amendment.
11. No Mandatory Use
Because there is no mandatory use policy at UC, nothing in this Statement of Work will be construed to prevent UC from entering
into similar agreements with any third parties including, without limitation, suppliers that may be in competition with Supplier.
12. Liquidated Damages (this section is specific to UC)
If a Supplier fails to accurately and completely specify a UC Buyer's requirements when placing an order(s) with Manufacturer, Supplier
shall bear all liability for damages incurred by UC Buyer related to such failure by Supplier and liquidated damages may apply, if
deemed appropriate by UC; such liquidated damages noted below:
Supplier shall pay Buyer five hundred dollars ($500.00) per day as liquidated damages for every business day beyond the agreed -upon
installation date that Supplier fails to install a material amount of product, as defined below. In the event of such failure, Supplier
shall use its best efforts to provide temporary furniture for use by Buyer until the delayed furniture is installed. It is the Buyer's choice
to accept or not accept temporary furniture and waive or not waive any associated liquidated damages associated with the delayed
furniture. Payment shall be made in the following manner: Supplier shall issue a credit memo in the amount of the liquidated
damages, and such amount will be deducted from any monies due Supplier by Buyer. Supplier will not be in default or liable to pay
liquidated damages if the delay is due to order changes by Buyer, construction/inspection delays at the site, Acts of God, or any other
reason beyond Supplier's reasonable control. A "material amount of product" means the ordered item(s), functional elements and/or
accessories that are necessary to allow a workspace to be utilized fully and immediately following the agreed -upon installation date.
Immediately after or during all installations, Supplier agrees to establish a punch list in cooperation with Buyer. A punch list shall
consist of an inventory of any and all missing, damaged, mistakenly shipped, or incorrect installation parts, components, or whole
pieces of furniture. The Supplier must correct and remedy all the items on the punch list within 30 calendar days. If Supplier fails to
correct and remedy all the items on the punch list by the agreed -upon date (if outside 30 days as if silent 30 days is assumed), Supplier
shall deduct 2 1/2% of the total value of the product order from the final invoice submitted to Buyer, as liquidated damages. If
Supplier fails a second time to correct and remedy all the items in the punch list by the second agreed -upon date, Supplier shall deduct
another 2 %% (total of 5%); if Supplier fails a third time to correct and remedy all the items in the punch list on the third agreed -upon
date, Supplier shall deduct another 2 %% (total of 7 %%); and if Supplier fails a fourth time to correct and remedy all the items in a
punch list on the fourth agreed -upon date, Supplier shall deduct another 2 %% (total of 10%). The foregoing liquidated damages
charge is applicable regardless of whether and/or when some items on a punch list are corrected or remedied. All items on a punch
list must be corrected and remedied on the agreed -upon date, otherwise, the foregoing liquidated damages shall be applicable. On
each installation, Supplier shall hold back from invoicing Buyer 10% of the value of the total order to address timely resolution of
punch list issues. The final invoice, if any, shall be submitted after Buyer and Supplier mutually acknowledge, in writing, resolution of
all items on the punch list.
13. Incorporated Documents
The following documents are incorporated and made part of this Agreement, as if fully set herein, listed in the order of preference
following the Agreement.
Exhibit A — National Discount and Service Pricing
Exhibit B — UC Discount and Service Pricing
Exhibit C - UC Sustainability Requirements
Exhibit D — UC Reporting Requirements
Exhibit E — UC Ergonomic Requirements
Exhibit F — UC Dealer Network & Capabilities
Exhibit G - UC —Additional Terms and Conditions
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This Statement of Work is signed below by the parties' duly authorized representatives.
THE REGENTS OF THE
bV99ij,lAPF CALIF0RNIA
(Signature
KIMBALL OFFICE, INC.
(Si nature)
wi 11 i am cooper AVP & chi of Procurement offhyflis Goetz, President
(Printed Name, Title) (Printed Name, Title)
5/21/2020
(Date)
05/20/2020
(Date)
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EXHIBIT A - NATIONAL PROGRAM - DISCOUNT & SERVICE PRICING AND PRICING TERMS
A.1— Product/Service Pricing - OMNIA Partners & Participating Public Agencies
The price for Products purchased under this Agreement shall be those prices shown in the applicable Price List in effect at the time the purchase
order is placed, less the minimum discounts on the items listed below. Pricing shall be based on Supplier's current National Price List/Price Book
Deliveries from Dealer to Participating Public Agencies shall be FOB, Participating Public Agency's designated location, freight prepaid and allowed
for purchase orders within the United States. Exceptions include Alaska and Hawaii, where additional freight charges apply and will be quoted upon
request.
A.2 — Price Increases
OMNIA and UC Contract Administrator shall be given written notification of any Price List changes, thirty (30) days prior to effective date of change.
Price increases shall be accompanied by information showing the percent increase by line and as an average. In addition, a supplier shall include
market information and/or commodity indices (as referenced below) supporting the change:
• Commodity Information/Market Drivers
• Pertinent index/indices covering the previous period of service; 1) PPI- BLS Series ID: WPU122 Price of Commercial Furniture; 2) PPI - BLS
Series ID: WPU12220325 Price of Non -wood Office Seating; 3) CPI-U, US city Average, All Items less Food and Energy
• Pertinent labor data including (but not limited to NAICS 3370A1 - Furniture and Related Product Manufacturing (3371 and 3372 only)
NATIONAL PROGRAM - Manufacturer Discount off List
Product Volume Discounts are based on Drop Ship for all Product Lines
Category
Inside Basic Expanded Volume Volume
Product line Drop Ship Discounts Discounts
Delivery Installation Installation
100k-400k >400k
Narrate
65
63
61
59
67
68
Footprint
65
63
61
59
67
68
Systems
Traxx & Tiles
65
63
61
59
67
68
Furniture
Xsite
65
63
61
59
67
68
Xsede
65
63
61
59
67
68
WorkAble
65
63
61
59
67
68
Canopy
65
63
61
59
67
68
Cetra
65
63
61
59
67
68
Footprint
65
63
61
59
67
68
Priority
54
53
51
47
55
57
Dock
54
53
51
47
55
57
Fixt
54
53
51
47
55
57
Kore
54
53
51
47
55
57
Freestanding
Teem
54
53
51
47
55
57
Furniture
Stow
54
53
51
47
55
57
Scenario
54
53
51
47
55
57
Definition
54
53
51
47
55
57
Fluent
54
53
51
47
55
57
Guide
54
53
51
47
55
57
President
54
53
51
47
55
57
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Sanctuary
54
53
51
47
55
57
Senator
54
53
51
47
55
57
Transcend
54
53
51
47
55
57
Innsbruck
54
53
51
47
55
57
Footprint
65
63
61
59
67
68
LF Files
58
56
55
53
60
61
Fundamental Files
58
56
55
53
60
61
Priority
54
53
51
47
55
57
Storage
Definition
54
53
51
47
55
57
President
54
53
51
47
55
57
Senator
54
53
51
47
55
57
Innsbruck
54
53
51
47
55
57
Transcend
54
53
51
47
55
57
Abbott
54
53
51
47
55
57
Acapella
54
53
51
47
55
57
Adagiato
54
53
51
47
55
57
Alpine
54
53
51
47
55
57
Arpeggio
54
53
51
47
55
57
Beo
54
53
51
47
55
57
Bloom
54
53
51
47
55
57
Boyd
54
53
51
47
55
57
Clairmont
54
53
51
47
55
57
Collage
54
53
51
47
55
57
Enjoy
54
53
51
47
55
57
Event
54
53
51
47
55
57
Flip
54
53
51
47
55
57
Greer
54
53
51
47
55
57
Helio
54
53
51
47
55
57
Seating
Independence
54
53
51
47
55
57
Itsa
54
53
51
47
55
57
Joelle
54
53
51
47
55
57
Joya
54
53
51
47
55
57
Lusso
54
53
51
47
55
57
Meadow
54
53
51
47
55
57
Nash
54
53
51
47
55
57
Niles
54
53
51
47
55
57
Nate & Natty
54
53
51
47
55
57
Pairings
54
53
51
47
55
57
Pep
54
53
51
47
55
57
Physician Exam Stool
54
53
51
47
55
57
Poly
54
53
51
47
55
57
Pose
54
53
51
47
55
57
Shore
54
53
51
47
55
57
Splendor
54
53
51
47
55
57
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Spruce
54
53
51
47
55
57
Stature
54
53
51
47
55
57
Sycamore
54
53
51
47
55
57
Theo
54
53
51
47
55
57
Tucker
54
53
51
47
55
57
Villa
54
53
51
47
55
57
Wilder
54
53
51
47
55
57
Wish
54
53
51
47
55
57
Smile
54
53
51
47
55
57
Tri
54
53
51
47
55
57
Cricket
54
53
51
47
55
57
Twill
54
53
51
47
55
57
Thatcher
46
45
43
39
50
50
Entourage
46
45
43
39
50
50
Otto
46
45
43
39
50
50
Lolita
46
45
43
39
50
50
Superkool
46
45
43
39
50
50
Ynot
46
45
43
39
50
50
Anora
46
45
43
39
50
50
Chip
46
45
43
39
50
50
Aspen
46
45
43
39
50
50
LSM
46
45
43
39
50
50
Looper
46
45
43
39
50
50
Aussie
54
53
51
47
55
57
Circ
54
53
51
47
55
57
Fight Club
54
53
51
47
55
57
Geo
54
53
51
47
55
57
Bloom
54
53
51
47
55
57
Contemporary
54
53
51
47
55
57
Dock
54
53
51
47
55
57
fiXt
54
53
51
47
55
57
Kore
54
53
51
47
55
57
Tables
Overbed
54
53
51
47
55
57
Pose
54
53
51
47
55
57
Scenario
54
53
51
47
55
57
Teem
54
53
51
47
55
57
Villa
54
53
51
47
55
57
Frill
46
45
43
39
50
50
Flo
46
45
43
39
50
50
Perks
54
53
51
47
55
57
Accessories and
Jolt
54
53
51
47
55
57
Technology
Support
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Repair Parts
(non -warranty)
Net pricing
Other
Insert additional
rows as needed
Services - Offered by Dealers for
Hourly Rates (NTE)
Comments
additional cost when not included in
Customer's chosen Discount package,
listed above.
Design Services
$70.00
Project Management Services
$72.00-125.00
Asset Management (e.g. Dealer tracks
ownership at campus level)
n/a
Demolition (breakdown and removal or
repacking of old stock)
n/a
Other - Insert rows as needed
Storage
Rate per Sq. Ft. (NTE)
Comments
$1.57
Storage
Labor/Installation -Hourly installation rates
Hourly Rates (NTE)
Comments
are quoted using the appropriate hourly
labor application, such as Union rate,
Prevailing Wage rate, or your Standard
Labor rate, taking into consideration the
labor activity required for the installation
and the local labor regulations. Supplier's
Basic Installation Rate is stated here as a
NTE (not to exceed) rate, inclusive of
Standard Labor on the National Program
Pricing.
Basic Installation Rate (utilizing Standard
65.00-250.00
Labor)
Services Associated with Discount off List
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DELIVERY
• Drop ship or Tailgate Delivery means product is delivered to the site. Purchaser is responsible for unloading.
• Inside Delivery means product is delivered to the site and unloaded.
BASIC INSTALLATION - Includes inside delivery, uncrating, assembly, set-up (if required), installation, removal/disposal of all
debris from premises, and vacuuming the premises, installation documents, and the bill of materials per the purchaser's
approved plan and specifications.
EXPANDED/COMPLEX INSTALLATION Includes basic installation; field measurements surveyed, documented and
coordinated; electrical and telecommunication/data in -feed locations are surveyed, documented and coordinated; attend
required coordination meetings with purchaser and other contractors; and creation and implementation of punch list by
project manager.
Pricing Parameters
• During normal business hours, M-F, 7:OOam-5:OOpm local time.
• Non -union labor
• All necessary tools and equipment required to install per the drawing or quote
• Adequate facilities for the delivery, unloading, moving, and staging/storing of the product during the install process
• Free and clear access to loading docks and elevators
• Job site to be free and clear of debris
• Service work not be hindered by other trades, product tools, equipment
• Reasonable access to space
Exclusions:
• Any work requiring a licensed electrician is the purchaser's responsibility
• Hardwiring of furniture to the building source
• Connection of phone and data lines to the building source
Additional Cost:
• Union, prevailing wage, overtime, and "after hours" (evenings, weekends, holidays) work.
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ATTACHMENT A - STATEMENT OF WORK
KIMBALL OFFICE - AGREEMENT #2019.001896
This Statement of Work — Attachment A ("SOW") is issued pursuant to Purchasing Agreement #2019.001896 dated May 20, 2020
between UC and Kimball Office Inc. ("Agreement").
1. Title and Description of the Scope of Goods and/or Services
Supplier shall offer a line of Office Furniture and related services; both meeting requirements of this Agreement to the University of
California System -wide. These product lines must include the categories of Systems Furniture, Freestanding Furniture, Storage,
Tables, and Chairs/Seating. Other categories may include Higher Education Classroom Furniture, Fixed Seating, Architectural
Elements, Healthcare/Lab, Integrated Technology, Accessories and Technical Support, Outdoor Furniture, and other related
categories as approved by the UC Procurement, Office of the President. Supplier, through this Agreement shall also offer a fully
comprehensive product line and list of services to a national market, through OMNIA Partners, Public Sector, noting a 'fully
compressive product line'/national product line is not limited by UC specific ergonomic and sustainability requirements.
Related services, either directly or through a subcontracted dealer network; shall include (but are not limited to)
design/consultation, delivery, storage, project management, and installation ("Services"). Together, the "Goods and Services" all in
accordance with Federal and State of California laws and the requirements of the UC as further detailed in the incorporated RFP, its
responses, and below.
2. Implementation
Supplier shall provide and execute an implementation plan which shall provide for an early National roll -out (with Webinar) and a
phased plan UC rollout by November 1, 2020, inclusive of the items below:
• Campus Profile Development
• Campus Visits/UCOP Rollout
• Campus Training
• Marketing and Business Development
• Catalog development, aligning Price Discount List with lines/products n with UC Sustainability and Ergonomic Requirements
• Ecommerce Integration with Testing and Pilots (18mo from date of contract)
Supplier Obligations
Action
Date relative to contract
signature
Notify our Four (4) Regional Government Sales Managers. They are the owners of the Omnia/UC
contract for their respective regions. As the contract specialists, they would coordinate all training Within 10 days
among the distribution channel's sales staff and other Kimball sales representatives
Kimball Executive leadership and Omnia Executive leadership will communicate the new Omnia/UC
national agreement contract though its website and direct communications to its sales teams and Within 30 days
authorized distribution channel. As well as a press release to various trade publications
Create power point and other types of communication that highlight new award and its changes.
Create presentation and develop training schedule for all Kimball distribution channel. Within 60 days
Review all existing opportunities and notify of new award and date
Complete presentation and roll out to all Kimball Distribution channel.
Develop tracking plan for new contract progress. Within 90 days
Meet with Omnia and UC to review progress and activity.
Action
Contract Start-11/01/20
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Kimball will launch a soft roll out with the help of UC to all campus and participating agencies.
Conduct a meet and greet with design, construction, facilities and department heads
Create marketing materials for email, providing contact information
Acquire names of design staff and facilities staff, calendar of campus vendor shows Prior to implementation date
Introduction, by campus with service partners/Dealers
Training at each campus with facilities, designers and procurement
Post cards announcing new products and or custom designs completed
Announcement in the major publications
Joint community outreach with various campuses
Design marketing and support based on each campus's need and demographic 9-28-20-11/1/2020
One campus per quarter to factory tour
Joint research projects to improve the use of spaces and student engagement/success
Seating labs, product display areas
Integrate technology where appropriate with AV, VR, AR, etc.
UC ECOMMERCE
Assign an e-commerce team lead/project manager specific to UC. Kimball would work with the UC
System along with individual campuses to understand the priorities and develop a phased 1st Week
implementation schedule based on the priorities
Define a specific set of materials (including Options)
Within 6 months: Create a punchout site and link to the e-procurement site of the client 1st 3 months
Provide access and training to the dealer(s) who would service the ordering process. For an e-
commerce program to be successful, training is of greatest importance. This training needs to happen
conjunctly between the dealer and the campus. Communication and knowledge gained through a Within 9 months
joint training program will allow Kimball to learn how best to support each campus and integrate
seamlessly into their processes and business models.
Testing/Piloting of the system to insure everything is operating properly Within 1st year
UC Obligations
Action
Contract Start - 11/01/20
UC agrees to provide staff hours and expertise, as determined necessary by the UC, in order to assist
with contract implementation and the required integrations with UC eCommerce systems; such
efforts to include, but not be limited to:
Contract Guidance Documents Prior to Roll -out
Participation - Announcement Webinar Within 1 month of contract
Launch marketing through UC internal newsletters Oct-20
Campus Roll -out Events Estimate 9/29/20 to 10/31/20
Collaboration of UCOP ECOE and P&C to achieve eCommerce integration Complete -18 mo. from contract
Participation in the development and issuance of surveys ongoing
3. Place(s) of Performance/Locations
Services shall be provided nationally through OMNIA Partners, for public sector purchasing by Participating Agencies. UC, as Principal
Procurement Agency, shall receive services for its locations which are described below; such locations to include any UC Locations
added during the term of this contract:
a. Ten Campuses - UC Berkeley, UC Davis, UC Irvine, UC Los Angeles, UC Merced, UC Riverside, UC San Diego, UC San
Francisco, UC Santa Barbara, UC Santa Cruz
b. Five Medical Centers — UC Davis, UC Irvine, UC Los Angeles, UC San Diego, UC San Francisco
c. The UC Office of the President — A central system -wide headquarters with offices primarily located in Oakland and
Sacramento, California, and teaching/administrative offices in Washington, D.C.
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d. The Division of Agriculture and Natural Resources — Comprised of over 60 local offices and Research and Extension
Centers located throughout California, and County Cooperative Extension offices.
e. UC Hastings College of Law
f. Lawrence Berkeley National Lab, which is owned by the Federal Government, but managed by the University of California.
g. Lawrence Livermore Lab and additional centers and offices as further detailed at:
http://www.universityofcalifornia.edu/uc-system/parts-of-uc
h. Any awarded Agreement(s) will be available to all current and future locations of the University of California and its
Affiliates.
i.
4. Key Personnel
NATIONAL PROGRAM - Dealers/Subcontractors authorized to provide Goods and/or Services nationally, under this SOW, can be found
at https://www.kimball.com/contactus/all-dealers/.
UC PROGRAM - Dealers authorized to provide services to the UC are listed in Exhibit F to this Statement of Work.
Dealers may be added or deleted, at request of Kimball International over the lifetime of this Agreement..
Supplier's Account Manager is listed below, is subject to UC approval, and has overall responsibility for managing the UC/Supplier
relationship. If this does not include National Contract, please list in next section:
Name
Wendy Schnarr
Email
Wendy.schnarr@kimball.com
Phone
812-631-2995
Address
512 Balsam Dr. Euless, TX
Supplier's Account Management Team is:
Name
Lisa Carter
Email
Lisa.carter@kimball.com
Phone
703-975-3329
Address
1130 Connecticut Ave. NW Ste
1150 Washington DC
Name
Vikki Gibbs
Email
Vikki.gibbs@kimball.com
Phone
303-396-4581
Address
5280 E. Caley Ave. Centennial, CO
Name
Haley Rosenkranz
Email
Haley.rosenkranz@kimball.com
Phone
812-482-6468
Address
1600 Royal St. Jasper, IN
Name
TBD
Email
Phone
Address
1600 Royal St. Jasper, IN
UC'S Project Mangers:
Contract Implementation &
Rollout for UC Locations
eProcurement Implementation
Sustainability Reporting,
CSR Assessment, (EcoVadis),
Gap Analysis, and Improvement
Planning
TITLE: Public Sector Sales Manager
TITLE: Vice President, Sales
TITLE: Director of Sales, West
TITLE: Strategic Sales Manager
TITLE: State Contract Specialist
Yvonne Macon, Contract Administrator
Yvonne. Macon@ucop2022
Lia Scott liascott@ucdavis.edu & Terese Merrell
Terese.Merrell@ucop.edu
Stephanie Lopez stephanie.Lopez@ucop.edu & Heather Perry
heather.Perry@ucsb.edu
Stephanie Lopez stephanie.Lopez@ucop.edu & Yvonne
Macon
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5. Reporting Requirements
Supplier will provide, at a minimum, periodic reports detailing usage and spend by location, incentives and remittance data, and UC
required sustainability data (UC Specific). Supplier agrees to provide other reports to UC, as reasonably requested by UC during the
Term of the Agreement and any extension(s) thereof, at no additional cost. Supplier shall use UC provided templates if available.
Reporting periods and requirements, specific to the UC, are provided in Exhibit D:
6. Assumptions and Exceptions (This section is specific to UC)
This Agreement is one of three Broadline Awards made as a result of RFP ## 001218 - RFP - OFFICE FURNITURE - UC SYSTEMWIDE —
JULY182019 and includes the categories (without minimum purchase volumes) and services, stated in Section 1. UC additional
requirements, restrictions, or exceptions are listed below and are considered to apply, only to the UC:
A. Any previously established ergonomic contracts with targeted awards in the areas of task chair, tall task stools, height adjustable
worksurfaces, and work tools (monitor arms, keyboard trays).
B. Goods and Services, purchased by a contractor, awarded business through the UC Construction Bidding Process, are not included
in this scope of work, unless the following criteria are met:
1. Use of contract(s) are specified, as a requirement or option, within the Construction RFP documents; such use to benefit
the UC project only and to be validated by protocols established by the campus or within those documents.
2. For tracking purposes only, the UC Procurement Contract Administrator, shall be notified of construction usage when
purchases made by contractors (general or sub) are high volume=>$400K and purchased for construction RFP projects
(not a solicitation by Campus/UCOP Procurement & Contracts).
C. Architectural Elements are included (if offered by Supplier) in this scope of work, however Demountable Walls and/or any'ceiling
height wall product', ordered against this Agreement through standard/non-construction channels (e.g. PO or P-card process) will
be subject to order restrictions. The below approvals must be obtained in writing and submitted by UC department or Buyer, to
Supplier/Dealer prior to an order being placed by a Dealer to a manufacturer. Supplier will obtain and record email approvals.
These shall be attached to final campus POs.
1. Campus Fire Marshall (or equivalent, if none exists)
2. Design & Construction Management (PM or Management) or Facilities Management (Director or Associate Director)
D. Spend directed to Small Businesses, deemed necessary by the UC Location to meet any federal, state, agency, etc. program
requirements.
E. Supplier will complete CSR Assessment with EcoVadis, within 90 days of Contract signing for purpose of establishing a baseline,
creating plan for targeted improvements (if below avg. score), and to measure ongoing improvements. If a supplier's score meets,
or is above the average score for that category of business, they will not be required to reassess until the contract is reviewed for
extension (first Option Year of the contract after the Initial Term of four (4) years.
F. Supplier will complete Foam Ban Exemption Form within 1 month (30 days) of contract signature. Per Exhibit C requirements, it
has been established Supplier is not currently in compliance with the UC Sustainable Procurement Policy, as it pertains to
avoidance of Foam Packaging. As such, they have/will complete an exemption form for these non -compliant practices and
included a process and target report. The form will be reviewed and revised per accomplishments, prior to any annual systemwide
business reviews, as further described in Section 9.6 and Exhibit C of this document. The form with table, represent current work
and testing that are part of the ongoing efforts by Supplier to meet these requirements and includes a target date for meeting
them. If not fully compliant by that date. Supplier will apply for an exemption for review, planning, and approval of the remaining
non -compliant item(s).
7. Service Level Agreement (This section is specific to the UC)
A. During the Term of the Agreement, and any extension(s) of the Term, Supplier will provide services herein, meeting qualitative
standards, as shown below, within the following response times: national also (Wendy will check)
Response Times
Response time to return call to clients
Response time to visit clients*
within 24 hours (Fri. would be Mon.)
within 3 business days
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Initial design completion and quote meeting
Quote for project
Final design to ready order quote
PO (from UC) to acknowledgement
Standard delivery
Non —Standard delivery
Incidental non -assembly items
Items needing assembly or for projects
Storage
Returns/Restocking (UC error)**
Pick-ups
Credits/Claims
Requests for reports
Punch list development*
Punch list closure*
within 10 business days from initial (or 1-2 wk.)
within 5 business days (sm) 10 days (Ig.)
within 2 business days
within 3 business days
standard shipping and delivery 4-5 weeks
non-standard shipping & delivery 6-10 weeks
deliver 3 business days after receipt of items
deliver and assemble 7 business days (sm) and
10 business days (Ig.) after receipt by Dealer
30 business days free
20 business days from date of delivery to customer
(see above —Damaged/Returned product for Supplier error)
within 2-3 business days
within 5 business days from pick-up
within 10 business days
within 2 business days after installation walk thru
within 30 (or 10) business days after both parties agree as to
responsible party
*Punch List --a term used to describe an inventory list of all corrections, to an installation or project which requires an action on the part of the manufacturer and/or
its Dealer, Installer, etc., to complete. Includes, but not limited, to missing, damaged, mistakenly -shipped or incorrect installation parts, components, or whole pieces
of ergonomic equipment as directly related to the original purchase order.
** Restocking - All returns of conforming product, if qualified, are subject to a 50% restocking fee. Only 'made to Stock' product items (stocked inventory — not made
to order) may be returned under this provision. SEE 9.F. for Returns of non -conforming goods
The minimum service standards set forth above recognize that occasional errors are likely; however, Supplier further agrees to use its
best efforts to achieve 100% of service levels. Should the service levels fall below the minimum standards and Supplier/Dealer must
take corrective action within fifteen (15) days following UC written notification. When failure to correct is the fault of Dealer, UC
reserves the right to terminate service with a Dealer and to require service be provided (where available) by a different authorized
Dealer. Mutually acceptable arrangements will be made for completion and payment of existing orders. Any repeated failure by
Manufacturer/Supplier, shall be handled per Section 2 of Master Agreement.
8. Pricing
A. Per Master Agreement, all Goods available through this Agreement, include delivery and are priced as a 'Discount off List' which
varies according to delivery or services included. Specific pricing and pricing terms are detailed in the Pricing Exhibit(s).
B. Services included in this Agreement, are priced in two ways; 1) as a 'Discount off List Price', included with delivered product; 2) as
'Value Add Services Rates" priced hourly/separately per service and to be rendered in conjunction with Drop Ship Orders. Both
forms of Pricing are provided within Exhibits A & B and detail service deliverables. Note: Services for this category of goods, may
require the payment of prevailing wage rates. Prevailing Wage installation is quoted separately and rates vary by region.
C. Delivery, Basic Installation, and Complex installation, as captured within Discount Packages, reflect a rate for delivery with loading
dock and elevator access. There may be an additional charge (to be quoted) where no loading dock and/or elevator access is
available, thereby impacting the estimated delivery time. Supplier and Supplier's Authorized Representatives -Subcontractors will
provide written notice to the UC location of any such additional charge and obtain UC location's approval prior to the scheduled
delivery. Except as noted above, there shall be no separate or additional charges, fees, handling or other incidental costs for
products following any contract award. Noted exception are surcharges, separate and allowable, when offsetting government
imposed tariffs
D. Volume Pricing — Pricing within Exhibits, includes Volume Discounts. As indicated on this Exhibit, the UC may negotiate pricing on
any single order where Manufacturer's product cost is in excess of the pre -determined discount levels/tiers reflected on Exhibits A &
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B to this Agreement for Office Furniture Products. These orders (Negotiable Tiers) are defined as "high -volume" orders. NET is
defined as the estimated List -value of the entire order, less discounts, and includes all service fees and expenses, excluding taxes."
E. In addition to volume pricing offered by Supplier during the Contract term, a Supplier may conduct sales promotions involving
price reductions for a specified lesser period. Supplier may offer Participating Agencies/UC competitive pricing which is lower than
the not -to -exceed price set forth herein at any time during the Contract term and such lower pricing shall not be applied as a global
price reduction under the Contract.
9. Program Requirements
A. General
a. There shall be no minimum order requirements (quantity, dollar size, etc.).
b. Manufacturer must have a Dealer/Distribution network in California and/or direct support having the capacity to deliver and
install products for UC systems, meeting UC requirements.
c. Manufacturer must have a nationwide Dealer/Distribution network having the capacity to deliver and install products
nationwide, with some regional exceptions.
d. Furniture purchased from Manufacturer and/or Dealer(s) must meet federal, state, regional and local standards and
regulations, including, but not limited to: Occupational Safety and Health Administration (OSHA), Business and Institutional
Furniture Manufacturers Association (BIFMA) acceptance test levels, Underwriters Laboratory (UL) requirements, Americans
with Disabilities Act (ADA), etc. and; current BIFMA standard: https://www.bifma.org/page/StandardsShortDesc
e. Manufacturer and/or Dealer must be in full compliance with specific building and fire code restrictions on all jobs.
f. Manufacturer/Dealer shall agree to follow protocol (to be established), and to receive authorization prior to orders being
placed for Demountable Walls and Fixed Seating (UC specific)
B. Administration — (This section is UC Specific)
Supplier shall provide the following program administration functions to UC:
a. Project Manager to coordinate program implementation (see implementation Plan).
b. Account Management for on -going contract monitoring and maintenance
c. On -site sales representation on a regular basis to increase sales activity, assist in resolving problems, demonstrate new
products, handle returned goods and provide other customer services as required for the efficient operation of the
program .
d. When requested, meetings between Supplier's account manager(s) and UC Purchasing Departments to discuss previous
period's activities and resolution of any open issues.
e. Supplier shall meet with UC/UCOP for Regular Business Reviews to review contract usage and effectiveness, discuss current
Services offerings and provide suggestions and discussion for continuous improvement in Services efficiencies, and to
address additional topics pertinent to the relationship towards the UC's strategic goals. For each Business Review, the
Supplier must provide pertinent performance and management reports detailing a wide range of information related to this
Agreement at both the UC-wide level and breakdowns for each individual UC location. At least once annually, provide
Power Point presentation including (but not limited to) the below:
• Sales Data for UC System
• Fiscal Year to Date (beginning July 1).
• Fiscal Year to Date for the previous year.
• Last 12 month spend.
• Last 12 month spend for the prior year.
• Company or Dealer updates/changes
• Sustainability
• Outreach and Projects
• SLA Scorecard and Issues
• Product —changes and new lines
f. Conduct quarterly business review meeting with each UC location, providing information, as requested. (UC specific)
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g. Keep the contracting departments/customers apprised of any quality issues including recalls, upgrades and product
warnings that may affect product performance
h. A Supplier is required to provide reports (as noted in Section 5 and on Exhibit D) as reasonably requested by UC during the
term of the agreement at no additional cost to UC. (UC specific)
C. Ecommerce and Related Invoicing/Settlement (This section is UC Specific)
a. Integration Requirement: EProcurement Integration is a requirement of this Agreement and must be accomplished within 18
months of contract signing. E-commerce technology is utilized at each of the UC locations. Attachment D of Master
Agreement - Appendix eCommerce, details requirements. Supplier and UC shall cooperate in good faith to make available to
UC end purchasers and to encourage such end purchasers to use Seller's electronic catalog within each locations e-Commerce
platform when ordering Products. Supplier is required to provide (or continue to provide) an acceptable integrated solution
to the e-Commerce systems deployed in the UC system within the first 18 months of contract.
b. E-commerce Platform Orders: UC orders will be placed directly with a supplier's system using either a hosted (static) or punch -
out catalog housed in the UC E-commerce system(s). The catalog offerings will include all charges (exclusive of sales tax),
including installation/assembly services where applicable. Implementation required within 18 months of contract signing.
Note: National Participating Agencies have the option to enter into an e-commerce platform order solution on a per agency
negotiated basis.
c. Quote Functionality: A Supplier is required to provide 'quote retrieval functionality' within 18 months of contract signing,
defined as the ability for a customer to request quotes from a dealer and then retrieve them from their e-procurement site
to auto -populate a UC PO. Does your platform currently support the ability for a customer to request a quote from a dealer
that can then be retrieved, by the customer, through your punchout catalog to populate a Shopping Cart? Please describe
your functionality.
d. Paperless Invoicing: This is a requirement of this Agreement. Supplier will be required (within 18 months of contract signature)
to transmit their invoices electronically in a format that can be imported into various e-commerce and financial systems;
cXML and EDI are the preferred invoice transmission methods although a Supplier may elect to utilize an e-invoicing service
(e.g. Transcepta or Docufree), which allow the supplier to upload invoice data by multiple methods, including e-mail or direct
data entry, for final transmission to a campus in their preferred electronic method.
e. Payment Type: The University of California's preferred payment method is by virtual card (PaymentPlus, administered by US
Bank) or procurement card (including ghost card for eCommerce), which includes a processing fee. Through these programs,
the University of California can extend NET terms, which means that remittance will be transmitted immediately following
full approval of an invoice. With PaymentPlus, suppliers receive email remittance information and are able to retrieve a one-
time credit card number for the amount of the remittance. Suppliers can utilize their own point of sale solution, or can receive
remittance through US Bank at competitive interchange rates. Alternative payment methods for the University include
PaymodeX, EFT or paper check, with varying discounts and net terms offered. Note, some federally funded projects may have
additional constraints on providing payment within 30 days.
f. Established Delivery Dates: An acceptable installation date will be established in writing by mutual agreement of Buyer,
Supplier and Manufacturer (s) (example: date on PO satisfies this) at the time of order placement. Supplier must receive a
complete and accurate order from Buyer, requiring no clarifications or changes prior to the agreed -upon installation date. To
the extent, however, Supplier fails to accurately and completely specify Buyer's requirements when placing an approved
order(s) with Manufacturer, Supplier shall bear liability for damages incurred by Buyer related to such failure by Supplier and
liquidated damages may apply (see Item 12).
D. National Program
a. Manufacturer/Suppler must complete and maintain the required contract documents, reporting and/or other responsibilities
as required by OMNIA Partners, and detailed in referenced RFP.
b. Manufacturer/Supplier must have a nationwide Dealer/Distribution network having the capacity to deliver and install
products nationwide, with some regional exceptions.
E. Product Requirements
Required Product Categories (as defined within Attachment E of Master Agreement and Section 1 above) — Suppliers are
required to provide sufficient product in the below categories; all as subject to Ergonomic requirements as listed on Exhibit
E and Sustainability Requirements, as listed in Exhibit C. (UC Specific).
• Panels and Desks/Work Surface (Adjustable and Fixed)
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• Storage
• Freestanding
• Seating (task, side, conference room, and stackable, but NOT lab, lounge or lobby)
• Tables Conference (tables, training table, occasional tables , hgt. adjustable tables, other)
b. Product Purchase Restrictions (UC Specific) - A Supplier should note, there will be special processes put in place surrounding
the UC's ordering of Architectural Elements (Demountable Walls) and fixed seating, owing to UC approvals which must be
garnered prior to an order being placed. Any awarded Supplier will be required to abide by this process.
c. Parts Sales — A Supplier must offer offer/sell parts for your products to use in UC, and Participating Agencies, in-house repairs.
A Web catalog or (acceptable alternative) must be supplied.
d. New and Discontinued Products
1. Supplier(s) must communicate and make available any special product promotional offers as requested. A system to
communicate promotions shall be established during the contracting phase of this process.
2. New Products - The UC recognizes that products and product line additions to the selected Supplier's offerings are likely
to occur during the life of this contract. The UC will consider these additions as enhancements. Additions will be
considered under the following methods:
• Products will be categorized with similar products or product lines into existing market commodity codes/product
line families previously defined and agreed to by the UC with respect to the discount structure, net price, or total
cost of the product.
3. In the event the selected Supplier(s) add a new specialty product line which represents product(s) that are substantially
different from the products or brands represented in the existing market commodity codes/product line families, the UC
and the selected Supplier(s) may enter into negotiations to establish a discount structure, net price, or total cost for the
product(s) if the UC agrees that the product(s) are not covered under an existing market commodity code/product line
family. Pricing must be competitive in order to add into the contract. The selected Supplier(s) will provide appropriate
documentation to support its position for special pricing. Negotiations must be completed prior to any purchase orders
being processed. In the event the UC and Supplier cannot come to agreement the UC may at its sole opinion conduct a
separate formal bidding process.
4. Supplier shall notify the UC 60 day's in -advance of any products being discontinued wherever possible.
e. Cabling - All Manufacturers of cabling products, must comply with Technology Industry Association (TIA-569-C-2012)
standards for cabling raceway and data equipment outlet openings.
f. Warranty —A minimum warranty of ten (10) years is required for'seating', with a minimum of five (5) years applying to 'other'
products. Note an exception for upholstery, which must have a minimum warranty of 3 years.
g. Surcharges and/or Tariffs — With the exception of 'Tariff Related Surcharges', there shall be NO surcharges during the term
of any resulting contract. A supplier may request temporary surcharges for newly levied tariffs affecting their global supply
chain, either directly or indirectly impacting most/critical materials, whether it is finished goods or directly imported
materials, or raw materials that their suppliers must purchase from China for use in their production process. Any such
charges must be substantiated through appropriate documentation prior to the approval process beginning. Approved
charges will be considered as temporary, with the expectation of removal or reduction in accordance with removal or
decreases by the government.
h. FOB - Orders shall be shipped "FOB Destination" and all pricing shall be NET less sales tax.
F. Services
a. Specific Delivery, Installation & Service options, have been detailed for the UC System and National Accounts. These required
services are shown separately and/or aligned with a Supplier's Pricing/Declared Discounts off List and are found on Exhibit A
and B.
b. Prevailing Wages — Supplier understands that Prevailing Wage requirements apply to this contract, as detailed in Master
Agreement, Section 10 — Prevailing Wages
c. Customer Satisfaction and Service Standard Metrics (UC Specific) - Supplier will be responsible for product satisfaction.
Supplier(s) will act as a customer advocate and coordinator for communications with the dealer that is responsible for
performance and problem resolution. Supplier(s) responsibility for support continues even if the Supplier discontinues
selling a product to the extent that resolution is possible. Suppliers must take necessary actions with dealers to reduce,
minimize and prevent stock -outs of product (i.e. backorders), and to ensure that promised lead-times/ship dates/arrival dates
are accurate. Customer satisfaction will be a determining factor in measuring Supplier(s) performance. Supplier and UC
jointly will on a routine basis conduct and monitor customer satisfaction with a formal survey process. Results and feedback
will be published on a regular basis in a format to be developed. Supplier and/or Dealer shall provide Toll -free number for
assistance in order placement and focused customer service team for the UC.
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Each Location has means to determine their internal level of customer satisfaction and if dealer is meeting
performance metrics. If a dealer falls below the service level expectations it will be escalated to that Location's
Materiel Manager and to UCOP to determine a mutually agreed upon corrective action plan to resolve the concern.
If the service levels do not improve to the satisfaction of the University the issue may ultimately result in termination
of the agreement.
d. Ship to and Consolidation of Orders — Required 'ship to' for UC locations will be determined at the time of order. It is the
responsibility of the manufacturer and servicing dealer to achieve this in the most efficient manner. For incidental (non -
project) orders, UC expects the servicing dealer to consolidate orders and deliveries in a manner such that multiple deliveries
to the same campus on the same day should not be charged full freight for each individual item delivery. Servicing dealer
shall track, receive, warehouse, and deliver the product to the jobsite and perform final inside deliveries to specific office,
suite, work space, lab, job site, etc. at all UC delivery accessible locations. Orders shall be shipped "FOB Destination" and all
pricing shall be NET less sales tax.
e. Storage: (UC Specific): First 30 business days of storage required shall be at no cost to UC or participating agencies. UC may
require items to be in storage beyond 30 bus days and may be charged at rates not to exceed the charge listed on Exhibit B
Discount and Service Pricing. Note: UC must be prepared to accept product within 10 days of shipment or UC must notify
Dealer of its need to enact its option for 30 days free storage from the Dealer. The 30 days shall begin when product arrives
to Dealer's facility/dock. Any period after that point, will be charged at rates quoted within this Agreement.
f. Returns/Damaged product (UC Specific) - Products damaged, duplicated, incorrectly ordered by or incorrectly shipped by the
manufacturer or dealer shall be replaced or picked up by the Supplier(s) within 2-3 business days after notification at no cost
to the UC or participating agencies and thereafter a credit issued (if applicable) within five (5) business days to the satisfaction
of the customer. There shall be no restocking charges or additional shipping charges, etc. for these items. If product has
concealed damage due to carrier, Customer and/or Dealer has 15 days from delivery to file a freight claim with Supplier.
g. Trade Fairs (UC Specific) - If requested a Supplier is expected to sponsor trade and/or manufacturer exhibit/product shows
at each of the UC locations and must comply with each campus' policies regarding space rental, advertising and coordination
with each campus Materiel Management office.
h. Training (UC Specific) - When requested, the Supplier(s) will provide in-house "start-up" and/or training sessions to the UC
users regarding the Supplier's software, ordering system, etc. at no charge to the UC. Similarly, a Supplier shall participate in
developing and delivering Web Training for same.
i. Manufacturer/Dealer Documentation —A Supplier must provide the following, free of charge; 1) documentation of existing
architectural and electrical elements of product (anything that impacts furniture placement), 2) Data and electrical
coordination, including Title 24 documentation, 3) Plans and 3D images in AutoCAD and PDF formats.
j. Material Samples (UC Specific) - A Supplier must provide Material samples to customers, when requested.
k. Seating Labs -Showrooms (UC Specific) - Supplier to work with locations to provide sample product/guidance for seating
labs/showrooms for potential customers to evaluate.
I. Delivery Delays. Supplier will report any delivery delay whatsoever to the ordering Location, as well as its cause, within two
(2) hours after Supplier is able to reasonably determine there will be a delay; the report will be provided to UC by telephone
and e-mail. Supplier will keep UC fully informed and will take all reasonable action in eliminating the cause of delay.
m. Credit. Requests for credit can be transmitted by the ordering UC personnel via the established order management system
(telephone, paper return form, and web -based). Chargebacks and credit memos will be issued to UC ordering departments
in the current month's billing period. If Goods were purchased via UC purchasing card, credit must be issued to the same
purchasing card.
n. Out of Stock Items - If there is an out of stock situation of any ordered inventoried item(s), the out of stock item will be added
to the back order file and will be delivered to UC when the item is in stock without a further order being submitted.
o. Restocking Fees - For 'made to stock items' (stocked inventory— not made to order), return of conforming goods, are subject
to a 50% restocking fee. All freight charges for returned product are the responsibility of the customer. Unauthorized returns
will not be accepted and will be returned freight collect. All merchandise being returned must be properly packed and
protected in the original cartons. Upon receipt, all returned merchandise will be thoroughly inspected. Any discrepancies,
such as additional damage, signs of usage, missing parts, etc., will result in an adjustment to the amount of credit issued
10. Changes to the Services
UC may desire to change the Goods and/or Services following execution of an SOW. If so, UC will submit a written Amendment to
Supplier describing the changes in appropriate detail. If an Amendment does not require Supplier to incur any additional material
costs or expenses, then Supplier will make the modification within ten (10) business days of Supplier's receipt of UC's Amendment. If
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an Amendment does require that Supplier incur additional material costs or expenses, then Supplier in good faith will provide UC with
a written, high level, non -binding assessment of the costs and expenses and the time required to perform the modifications required
by the Amendment, within ten (10) business days of Supplier's receipt of UC's Amendment. UC will notify Supplier in writing within
ten (10) business days after receipt of Supplier's response to the Amendment as to whether UC wishes Supplier to implement the
Amendment based on the response. UC will compensate Supplier for implementation of an Amendment in accordance with the terms
and conditions of the relevant Amendment and Supplier's response to the Amendment, if any. Supplier's implementation of an
Amendment will not delay the performance of Services and/or the delivery of deliverables not reasonably affected by an Amendment.
11. No Mandatory Use
Because there is no mandatory use policy at UC, nothing in this Statement of Work will be construed to prevent UC from entering
into similar agreements with any third parties including, without limitation, suppliers that may be in competition with Supplier.
12. Liquidated Damages (this section is specific to UC)
If a Supplier fails to accurately and completely specify a UC Buyer's requirements when placing an order(s) with Manufacturer, Supplier
shall bear all liability for damages incurred by UC Buyer related to such failure by Supplier and liquidated damages may apply, if
deemed appropriate by UC; such liquidated damages noted below:
Supplier shall pay Buyer five hundred dollars ($500.00) per day as liquidated damages for every business day beyond the agreed -upon
installation date that Supplier fails to install a material amount of product, as defined below. In the event of such failure, Supplier
shall use its best efforts to provide temporary furniture for use by Buyer until the delayed furniture is installed. It is the Buyer's choice
to accept or not accept temporary furniture and waive or not waive any associated liquidated damages associated with the delayed
furniture. Payment shall be made in the following manner: Supplier shall issue a credit memo in the amount of the liquidated
damages, and such amount will be deducted from any monies due Supplier by Buyer. Supplier will not be in default or liable to pay
liquidated damages if the delay is due to order changes by Buyer, construction/inspection delays at the site, Acts of God, or any other
reason beyond Supplier's reasonable control. A "material amount of product" means the ordered item(s), functional elements and/or
accessories that are necessary to allow a workspace to be utilized fully and immediately following the agreed -upon installation date.
Immediately after or during all installations, Supplier agrees to establish a punch list in cooperation with Buyer. A punch list shall
consist of an inventory of any and all missing, damaged, mistakenly shipped, or incorrect installation parts, components, or whole
pieces of furniture. The Supplier must correct and remedy all the items on the punch list within 30 calendar days. If Supplier fails to
correct and remedy all the items on the punch list by the agreed -upon date (if outside 30 days as if silent 30 days is assumed), Supplier
shall deduct 2 1/2% of the total value of the product order from the final invoice submitted to Buyer, as liquidated damages. If
Supplier fails a second time to correct and remedy all the items in the punch list by the second agreed -upon date, Supplier shall deduct
another 2 %% (total of 5%); if Supplier fails a third time to correct and remedy all the items in the punch list on the third agreed -upon
date, Supplier shall deduct another 2 %% (total of 7 %%); and if Supplier fails a fourth time to correct and remedy all the items in a
punch list on the fourth agreed -upon date, Supplier shall deduct another 2 %% (total of 10%). The foregoing liquidated damages
charge is applicable regardless of whether and/or when some items on a punch list are corrected or remedied. All items on a punch
list must be corrected and remedied on the agreed -upon date, otherwise, the foregoing liquidated damages shall be applicable. On
each installation, Supplier shall hold back from invoicing Buyer 10% of the value of the total order to address timely resolution of
punch list issues. The final invoice, if any, shall be submitted after Buyer and Supplier mutually acknowledge, in writing, resolution of
all items on the punch list.
13. Incorporated Documents
The following documents are incorporated and made part of this Agreement, as if fully set herein, listed in the order of preference
following the Agreement.
Exhibit A — National Discount and Service Pricing
Exhibit B — UC Discount and Service Pricing
Exhibit C - UC Sustainability Requirements
Exhibit D — UC Reporting Requirements
Exhibit E — UC Ergonomic Requirements
Exhibit F — UC Dealer Network & Capabilities
Exhibit G - UC —Additional Terms and Conditions
2-1-2020 Page 10 of 34
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
This Statement of Work is signed below by the parties' duly authorized representatives.
THE REGENTS OF THE
bV99ij,lAPF CALIF0RNIA
(Signature
KIMBALL OFFICE, INC.
(Si nature)
wi 11 i am cooper AVP & chi of Procurement offhyflis Goetz, President
(Printed Name, Title) (Printed Name, Title)
5/21/2020
(Date)
05/20/2020
(Date)
2-1-2020 Page 11 of 34
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
EXHIBIT A - NATIONAL PROGRAM - DISCOUNT & SERVICE PRICING AND PRICING TERMS
A.1— Product/Service Pricing - OMNIA Partners & Participating Public Agencies
The price for Products purchased under this Agreement shall be those prices shown in the applicable Price List in effect at the time the purchase
order is placed, less the minimum discounts on the items listed below. Pricing shall be based on Supplier's current National Price List/Price Book
Deliveries from Dealer to Participating Public Agencies shall be FOB, Participating Public Agency's designated location, freight prepaid and allowed
for purchase orders within the United States. Exceptions include Alaska and Hawaii, where additional freight charges apply and will be quoted upon
request.
A.2 — Price Increases
OMNIA and UC Contract Administrator shall be given written notification of any Price List changes, thirty (30) days prior to effective date of change.
Price increases shall be accompanied by information showing the percent increase by line and as an average. In addition, a supplier shall include
market information and/or commodity indices (as referenced below) supporting the change:
• Commodity Information/Market Drivers
• Pertinent index/indices covering the previous period of service; 1) PPI- BLS Series ID: WPU122 Price of Commercial Furniture; 2) PPI - BLS
Series ID: WPU12220325 Price of Non -wood Office Seating; 3) CPI-U, US city Average, All Items less Food and Energy
• Pertinent labor data including (but not limited to NAICS 3370A1 - Furniture and Related Product Manufacturing (3371 and 3372 only)
NATIONAL PROGRAM - Manufacturer Discount off List
Product Volume Discounts are based on Drop Ship for all Product Lines
Category
Inside Basic Expanded Volume Volume
Product line Drop Ship Discounts Discounts
Delivery Installation Installation 100k-400k >400k
Narrate
65
63
61
59
67
68
Footprint
65
63
61
59
67
68
Systems
Traxx & Tiles
65
63
61
59
67
68
Furniture
Xsite
65
63
61
59
67
68
Xsede
65
63
61
59
67
68
WorkAble
65
63
61
59
67
68
Canopy
65
63
61
59
67
68
Cetra
65
63
61
59
67
68
Footprint
65
63
61
59
67
68
Priority
54
53
51
47
55
57
Dock
54
53
51
47
55
57
Fixt
54
53
51
47
55
57
Kore
54
53
51
47
55
57
Freestanding
Teem
54
53
51
47
55
57
Furniture
Stow
54
53
51
47
55
57
Scenario
54
53
51
47
55
57
Definition
54
53
51
47
55
57
Fluent
54
53
51
47
55
57
Guide
54
53
51
47
55
57
President
54
53
51
47
55
57
2-1-2020 Page 12 of 34
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
Sanctuary
54
53
51
47
55
57
Senator
54
53
51
47
55
57
Transcend
54
53
51
47
55
57
Innsbruck
54
53
51
47
55
57
Footprint
65
63
61
59
67
68
LF Files
58
56
55
53
60
61
Fundamental Files
58
56
55
53
60
61
Priority
54
53
51
47
55
57
Storage
Definition
54
53
51
47
55
57
President
54
53
51
47
55
57
Senator
54
53
51
47
55
57
Innsbruck
54
53
51
47
55
57
Transcend
54
53
51
47
55
57
Abbott
54
53
51
47
55
57
Acapella
54
53
51
47
55
57
Adagiato
54
53
51
47
55
57
Alpine
54
53
51
47
55
57
Arpeggio
54
53
51
47
55
57
Beo
54
53
51
47
55
57
Bloom
54
53
51
47
55
57
Boyd
54
53
51
47
55
57
Clairmont
54
53
51
47
55
57
Collage
54
53
51
47
55
57
Enjoy
54
53
51
47
55
57
Event
54
53
51
47
55
57
Flip
54
53
51
47
55
57
Greer
54
53
51
47
55
57
Helio
54
53
51
47
55
57
Seating
Independence
54
53
51
47
55
57
Itsa
54
53
51
47
55
57
Joelle
54
53
51
47
55
57
Joya
54
53
51
47
55
57
Lusso
54
53
51
47
55
57
Meadow
54
53
51
47
55
57
Nash
54
53
51
47
55
57
Niles
54
53
51
47
55
57
Nate & Natty
54
53
51
47
55
57
Pairings
54
53
51
47
55
57
Pep
54
53
51
47
55
57
Physician Exam Stool
54
53
51
47
55
57
Poly
54
53
51
47
55
57
Pose
54
53
51
47
55
57
Shore
54
53
51
47
55
57
Splendor
54
53
51
47
55
57
2-1-2020 Page 13 of 34
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
Spruce
54
53
51
47
55
57
Stature
54
53
51
47
55
57
Sycamore
54
53
51
47
55
57
Theo
54
53
51
47
55
57
Tucker
54
53
51
47
55
57
Villa
54
53
51
47
55
57
Wilder
54
53
51
47
55
57
Wish
54
53
51
47
55
57
Smile
54
53
51
47
55
57
Tri
54
53
51
47
55
57
Cricket
54
53
51
47
55
57
Twill
54
53
51
47
55
57
Thatcher
46
45
43
39
50
50
Entourage
46
45
43
39
50
50
Otto
46
45
43
39
50
50
Lolita
46
45
43
39
50
50
Superkool
46
45
43
39
50
50
Ynot
46
45
43
39
50
50
Anora
46
45
43
39
50
50
Chip
46
45
43
39
50
50
Aspen
46
45
43
39
50
50
LSM
46
45
43
39
50
50
Looper
46
45
43
39
50
50
Aussie
54
53
51
47
55
57
Circ
54
53
51
47
55
57
Fight Club
54
53
51
47
55
57
Geo
54
53
51
47
55
57
Bloom
54
53
51
47
55
57
Contemporary
54
53
51
47
55
57
Dock
54
53
51
47
55
57
fiXt
54
53
51
47
55
57
Kore
54
53
51
47
55
57
Tables
Overbed
54
53
51
47
55
57
Pose
54
53
51
47
55
57
Scenario
54
53
51
47
55
57
Teem
54
53
51
47
55
57
Villa
54
53
51
47
55
57
Frill
46
45
43
39
50
50
Flo
46
45
43
39
50
50
Perks
54
53
51
47
55
57
Accessories and
Jolt
54
53
51
47
55
57
Technology
Support
2-1-2020 Page 14 of 34
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
Repair Parts
(non -warranty)
Net pricing
Other
Insert additional
rows as needed
Services - Offered by Dealers for
Hourly Rates (NTE)
Comments
additional cost when not included in
Customer's chosen Discount package,
listed above.
Design Services
$70.00
Project Management Services
$72.00-125.00
Asset Management (e.g. Dealer tracks
ownership at campus level)
n/a
Demolition (breakdown and removal or
repacking of old stock)
n/a
Other - Insert rows as needed
Storage
Rate per Sq. Ft. (NTE)
Comments
$1.57
Storage
Labor/Installation -Hourly installation rates
Hourly Rates (NTE)
Comments
are quoted using the appropriate hourly
labor application, such as Union rate,
Prevailing Wage rate, or your Standard
Labor rate, taking into consideration the
labor activity required for the installation
and the local labor regulations. Supplier's
Basic Installation Rate is stated here as a
NTE (not to exceed) rate, inclusive of
Standard Labor on the National Program
Pricing.
Basic Installation Rate (utilizing Standard
65.00-250.00
Labor)
Services Associated with Discount off List
2-1-2020 Page 15 of 34
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
DELIVERY
• Drop ship or Tailgate Delivery means product is delivered to the site. Purchaser is responsible for unloading.
• Inside Delivery means product is delivered to the site and unloaded.
BASIC INSTALLATION - Includes inside delivery, uncrating, assembly, set-up (if required), installation, removal/disposal of all
debris from premises, and vacuuming the premises, installation documents, and the bill of materials per the purchaser's
approved plan and specifications.
EXPANDED/COMPLEX INSTALLATION Includes basic installation; field measurements surveyed, documented and
coordinated; electrical and telecommunication/data in -feed locations are surveyed, documented and coordinated; attend
required coordination meetings with purchaser and other contractors; and creation and implementation of punch list by
project manager.
Pricing Parameters
• During normal business hours, M-F, 7:OOam-5:OOpm local time.
• Non -union labor
• All necessary tools and equipment required to install per the drawing or quote
• Adequate facilities for the delivery, unloading, moving, and staging/storing of the product during the install process
• Free and clear access to loading docks and elevators
• Job site to be free and clear of debris
• Service work not be hindered by other trades, product tools, equipment
• Reasonable access to space
Exclusions:
• Any work requiring a licensed electrician is the purchaser's responsibility
• Hardwiring of furniture to the building source
• Connection of phone and data lines to the building source
Additional Cost:
• Union, prevailing wage, overtime, and "after hours" (evenings, weekends, holidays) work.
2-1-2020 Page 16 of 34
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
EXHIBIT B - UNIVERSITY OF CALIFORNIA DISCOUNT & SERVICE PRICING AND PRICING TERMS
B.1 Product/Service Pricing - LIC
The price for Products purchased under this Agreement shall be those prices shown in the applicable Price List in effect for the UC at the time the
purchase order is placed, less the minimum discounts on the items listed below. Price List 2019, as bid in August 2019, shall remain firm until April
30, 2021.
The price for services as stated as a 'Discount off List Price' (included with delivered product) or as 'Services Rates' priced hourly/separately per
service.
Deliveries from manufacturer or Dealer to the UC, shall be FOB UC designated location, freight prepaid and allowed for purchase orders within the
United States.
Payment Term revised for UC — Purchases for UC locations, under this Agreement are Net 30 days of product delivery to UC designated location
(including Dealers Warehouse. This is a change for terms stated for Participating Agencies.
B.2 UC Price Protection
Discount Percentages/Pricing Structure, as quoted in the RFP Response and negotiated, shall remain firm for the initial period of the agreement
(May 20, 2020 to April 30, 2024). In addition, actual prices quoted at the time of this RFP, as based on discount off current Manufacturer's National
List Price #2019, shall be held firm until April 30, 2021, meaning prices quoted cannot increase, regardless of any change to the Manufacturer's
National List Price until that time. Additional Price List advancements will not be considered more than once yearly. If increases are supported by
market data and negotiated with Contract Administrator (see below), UC will advance to the next price List, in consecutive order (e.g.PL 2020 on
May 1, 2021). UC orders are subject to Price List, in effect for UC at order placement.
a) Product list -price adjustment shall be effective upon a sixty (60) day written notification given to UC. When submitting notice of increases, SUPPLIER
shall provide supporting documentation, which will include a spreadsheet displaying product increases and the UC weighted average increase, as
well as market information and commodity indices (as referenced below) supporting the change:
• Commodity Information/Market Drivers
• Pertinent index/indices covering the previous period of service; 1) PPI -BLS Series ID: WPU122 Price of Commercial Furniture; 2) PPI -BLS
Series ID: WPU12220325 Price of Non -wood Office Seating; 3) CPI-U, US city Average, All Items less Food and Energy
• Pertinent labor data including (but not limited to NAICS 3370A1 - Furniture and Related Product Manufacturing (3371 and 3372 only)
Calculation of weighted average increase will be based on items purchased over the previous 12 months by UC. In the event the UC weighted
average change has a significant and documented cost increase in excess of 3.0%, a full examination of market data and resources, shall be
conducted by UC and Supplier to arrive at a final determination of market impact/increase. Impacted areas/product may be negotiated by UC,
individually and/or as an aggregate, to arrive at the final determined increase; changes to be mutually approved.
b) Service Pricing Increases (Hourly Service Rates -not inclusive of Prevailing Wage Quotes) - Hourly Service and Labor Charges are quoted for
services provided by Supplier's Dealers. Increases are not allowed during the Initial (UC) Agreement Term unless unforeseen events/circumstances,
regional or state-wide, create market pressures limiting the ability of a Dealer to contract for services within the parameters of this Agreement. In
that event, the Supplier shall supply proof of market condition and/or any alignment to "Increases for Modular Furniture Installation #NC-23-31-15-
2019-1", to UC contract Administrator, with request; outcome to be supported and mutually agreeable.
LIC Program - Manufacturer Discount off List
Product
Category
Drop
Basic
Complex
Volume
Volume
Product line
Discounts
Discounts
Ship
Installation
Installation
100k-400k
>400k
Narrate
70
64
62
70.5
71.25
Systems
Footprint
70
64
62
70.5
71.25
Furniture
Traxx & Tiles
70
64
62
70.5
71.25
Xsite
70
64
62
70.5
71.25
2-1-2020 Page 17 of 34
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
Xsede
70
64
62
70.5
71.25
WorkAble
70
64
62
70.5
71.25
Canopy
70
64
62
70.5
71.25
Cetra
70
64
62
70.5
71.25
Footprint
70
64
62
70.5
71.25
Priority
60
57
1 53
60.5
61
Dock
60
57
53
60.5
61
Fixt
60
57
53
60.5
61
Kore
60
57
53
60.5
61
Teem
60
57
53
60.5
61
Stow
60
57
53
60.5
61
Freestanding
Scenario
60
57
53
60.5
61
Furniture
Definition
60
57
53
60.5
61
Fluent
60
57
53
60.5
61
Guide
60
57
53
60.5
61
President
60
57
53
60.5
61
Sanctuary
60
57
53
60.5
61
Senator
60
57
53
60.5
61
Transcend
60
57
53
60.5
61
Innsbruck
60
57
53
60.5
61
Footprint
70
64
62
70.5
71.25
LF Files
60.5
57
55
61
62
Fundamental
Files
60.5
57
55
61
62
Priority
60
57
53
60.5
61
Storage
Definition
60
57
53
60.5
61
President
60
57
53
60.5
61
Senator
60
57
53
60.5
61
Innsbruck
60
57
53
60.5
61
Transcend
60
57
53
60.5
61
Abbott
59.5
56.5
52
60
61
Acapella
59.5
56.5
52
60
61
Adagiato
59.5
56.5
1 52
60
61
Alpine
59.5
56.5
52
60
61
Arpeggio
59.5
56.5
52
60
61
Beo
59.5
56.5
52
60
61
Seating
Bloom
59.5
56.5
52
60
61
Boyd
59.5
56.5
52
60
61
Clairmont
59.5
56.5
52
60
61
Collage
59.5
56.5
52
60
61
Enjoy
59.5
56.5
52
60
61
Event
59.5
56.5
52
1 60
1 61
Flip
59.5
56.5
52
60
1 61
2-1-2020 Page 18 of 34
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
Greer
59.5
56.5
52
60
61
Helio
59.5
56.5
52
60
61
Independence
59.5
56.5
52
60
61
Itsa
59.5
56.5
52
60
61
Joelle
59.5
56.5
52
60
61
Joya
59.5
56.5
52
60
61
Lusso
59.5
56.5
52
60
61
Meadow
59.5
56.5
52
60
61
Nash
59.5
56.5
52
60
61
Nate & Natty
59.5
56.5
52
60
61
Niles
59.5
56.5
52
60
61
Pairings
59.5
56.5
52
60
61
Pep
59.5
56.5
52
60
61
Physician
Exam Stool
59.5
56.5
52
60
61
Poly
59.5
56.5
52
60
61
Pose
59.5
56.5
52
60
61
Shore
59.5
56.5
52
60
61
Splendor
59.5
56.5
52
60
61
Spruce
59.5
56.5
52
60
61
Stature
59.5
56.5
52
60
61
Sycamore
59.5
56.5
52
60
61
Theo
59.5
56.5
52
60
61
Tucker
59.5
56.5
52
60
61
Villa
59.5
56.5
52
60
61
Wilder
59.5
56.5
52
60
61
Wish
59.5
56.5
52
60
61
Bloom
59.5
56.5
52
60
61
Contemporary
60
57
53
60.5
61
Dock
60
57
53
60.5
61
fiXt
60
57
53
60.5
61
Kore
60
57
53
60.5
61
Tables
Overbed
60
57
53
60.5
61
Pose
59.5
56.5
52
60
61
Scenario
60
57
53
60.5
61
Teem
60
57
53
60.5
61
Villa
59.5
54
50
60
61
Perks
60
57
1 53
60.5
61
Accessories
Jolt
60
57
53
60.5
61
and
Technology
Support
2-1-2020 Page 19 of 34
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
Repair Parts
non -warranty
Net pricing
Insert
additional
rows as
needed
Other Required
Services for UC
Hourly Rates
Comments
Locations - to be offered by
Dealer for additional cost when
not included in Customer's
chosen Discount package, listed
above.
Design Services
NOTE: Design Services is offered hourly or
$66.30
as a percent% off discount (2% of List)
Project Management Services
$73.44
Asset Management (e.g. Dealer
tracks ownership at campus
level)
n/a
Demolition (breakdown and
removal or repacking of old
stock)
$53.04
Other - Insert rows as needed
Storage
Rate per Sq. Ft.
Comments
Storage (for anything beyond
the mandated 30 days)
$1.57
Labor/Installation - Hourly
installation rates are quoted
using the appropriate hourly
labor application, such as Union
rate, Prevailing Wage rate, or
your Standard Labor rate
(Standard used for Basic
Installation and not to be less
Hourly Rates
Comments
than UC Fair Wage -Fair Work
rate paid to installers), while
taking into consideration the
labor activity required for the
installation and the local labor
regulations.
$53.04 Irvine, UCLA, Riverside, San Diego
Basic Installation Rate (utilizing
$53.04 - $65
and Santa Barbara $65 for UC Merced,
Berkley, Santa Cruz, San Francisco, UC
Standard Labor)
Davis
Services Associated with Discount off List
2-1-2020 Page 20 of 34
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
Drop Ship Delivery has two options:
• Manufacturer ships to any delivery, accessible campus location. This option contains the possibility
of multiple delivery points.
• Manufacturer ships to one default location at the campus location. This option highlights the campus
capability to receive shipments at a central delivery spot.
Dealer Delivery/Basic Installation Services will include:
• Product is unloaded off the truck and delivered to the point inside a building during normal business
hours, M-F, 7:OOam-4:30pm local time.
• Furniture wiped down, leveled, and place ready -to -use furniture per customer's instructions.
• Removal and disposal of any packing materials (removed from UC site/property).
• ADA compliance (required)
• Dealer management as it relates to final order -ready quote, exact delivery dates and times,
placement/install of the furniture items, correction of any discrepancies between the final quote and
customer purchase order, replacing any items short shipped and/or accepting the return of any over
shipments and/or missed shipments, and submitting accurate invoice that matches the customer's
purchase order.
• Processing of any necessary freight/damage claims.
Dealer Delivery/Complex Installation Services (i.e., project pricing) will include:
• All services described in above Basic Installation.
• Project Management, which are services in which many segments of a furniture project must be
professionally coordinated and well -orchestrated through the punch list, proper oversight must be
maintained, and milestones must be adhered to.
• Design Services, which are services and processes required to convert a customer's expressed needs
into a functional design and an accurate, order -ready specification. Design Services are outlined below.
Design Services
Design Services are usually utilized for a Complex Installation project. These same design services are
available when using Drop Ship Delivery or Basic Installation and are quoted as an additional hourly
cost. Pricing for design services include, but are not limited to:
• Maximum of Two Designs
• Up to Two Major Design Revisions (changes > 30%)
• Fully -annotated 2D and 3D CAD renderings for initial design and all revisions
• Complete Installation Drawings
• Site Verification and Field Measurements prior to Furniture Order
• Verification of all Critical Measurements taken from Architectural Drawings
• Furniture Electrical Plans (Note: Client/Customer responsible for coordination and implementation of
the building electrical/data per furniture plans.)
• Signed Furniture Plans required prior to Specification of Furniture
• Furniture Installation is ADA and California Building Code compliant
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• All Finish and Product Samples as needed/as requested; Help and Consultation in the Selection
• Attendance at Required Meetings
Installation Job Site Expectations
• All necessary tools and equipment required to install per the drawing or quote
• Adequate facilities for the delivery, unloading, moving, and staging/storing of the product during the
install process
• Reasonable access to the space; Access to hoisting and/or elevator service
• Job site to be free and clear of debris
• Containers for the disposal of packing materials off -site
• Service work not be hindered by other trades, product tools, equipment
Exclusions, which are the customer's responsibility, are:
• Any work requiring a licensed electrician including, but not limited to, hardwiring of furniture to the
building source.
• Connection of phone and data lines to the building source
Exclusion, which would incur additional labor and equipment cost, is:
• Any furniture product that must be conveyed via alternative means, including stairs, forklift, access
corridors, etc.
Installation labor for a Basic Install or a Complex Install are expected to be conducted during normal
business hours, M-F, 7:00am-4:30pm local time, and confirmed by each UC location. Hourly labor rates
are quoted using the appropriate hourly labor application, such as Union rate, Prevailing Wage rate, or
your Standard labor rate (not to be less than UC Fair Wage -Fair Work rate (currently $15.00 per hr. ),
taking into consideration the labor activity required for the installation and the local labor regulations.
The quoted hourly labor rates are required to be displayed in a detail breakdown on the quote, i.e.,
number of hours, number of crew, etc. and will include any overtime or "after hours" work, such as
evenings, weekends, and holidays.
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EXHIBIT C - UC SUSTAINABILTY REQUIREMENTS
Below are excerpts and links related to recent revisions made to UC's Sustainable Practices Policy. They are provided for your convenience and are
not meant to replace a full review of all materials. Links to the Policy and associated Guidelines are provided below for your review.
• UC SUSTAINABLE PRACTICES POLICY (Sustainable Procurement pg. 12-15 and 27-29):
https://policy.ucop.edu/doc/3100155/SustainablePractices
• UC SUSTAINABLE PROCUREMENT GUIDELINES: https://www.ucop.edu/procurement-services/ files/sustainableprocu rem enteuidelines.pdf
UC Sustainable Practices Policy — Sustainable Procurement
E-COMMERCE REQUIREMENTS
Awarded suppliers will be required to clearly identify products with UC-recognized certifications, as defined by the Guidelines, in both hosted and
punchout catalog e-procurement environments
1) Contract items that meet the UC Green and UC Green Preferred criteria as outlined in the Guidelines will be prioritized in all product searches
2) Unless locations request otherwise, products that do not meet the University's minimum criteria requirements will be blocked in all hosted
catalogs and punchout catalogs upon contract award.
PACKAGING STANDARDS
UC Standards for packaging materials were listed within the RFP. Supplier must meet one of these goals and (if not mandatory), adhere and/or
demonstrate movement toward the other packaging goals. Goals and advancement should be detailed during Business Reviews.
All packaging delivered to the UC must be compliant with the Toxics in Packaging Prevention Act (AB 455) as to be free of any intentionally
introduced lead, cadmium, mercury or hexavalent chromium, and containing no incidental concentrations of these regulated metals greater than
100 parts per million (ppm) by weight. In addition, the University requires that all packaging meet at least one of the criteria listed below:
a) Uses bulk packaging;
b) Uses reusable packaging (e.g. totes reused by delivery service for next delivery);
c) Uses innovative packaging that reduces the weight of packaging, reduces packaging waste, or utilizes packaging that is a component of
the product;
d) Maximizes recycled content and/or meets or exceeds the minimum postconsumer content level for packaging in the U.S. Environmental
Protection Agency Comprehensive Procurement Guidelines;
e) Uses locally recyclable or certified compostable material.
PACKAGING FOAM BAN
By 2020, the University will prohibit the sale, procurement or distribution of packaging foam.
Packaging foam refers to any open or closed cell, solidified, polymeric foam used for cushioning or packaging, including but not limited to:
Ethylene -vinyl acetate (EVA) foam, Low -density polyethylene (LDPE) foam, Polychloroprene foam (Neoprene), Polypropylene (PP) foam,
Polystyrene (PS) foam (including expanded polystyrene (EPS), extruded polystyrene foam (XPS) and polystyrene paper (PSP)), Polyurethane (PU)
foams, Polyethylene foams, Polyvinyl chloride (PVC) foam, and Microcellular foam. Packaging foam does not include easily biodegradable, plant -
based foams such as those derived from corn or mushrooms.
ELECTRONIC TRANSFER OF SUPPLIER INFORMATION
Awarded suppliers, when interacting with the University, shall be prohibited from providing hard copies of presentations or other materials.
Suppliers will be required to present all information in electronic format that is easily transferable to University staff, who may choose to print their
own copies in accordance with UC Policy if necessary. Materials may be provided if specifically required or requested by a UC representative.
ENVIRONMENTAL MARKETING CLAIMS
All sustainability-related purchasing claims must be supported with UC-recognized certifications and/or detailed information on proven benefits,
durability, recycled content, and recyclability properties, in accordance with the Federal Trade Commission's (FTC) Green Guides for the use of
environmental marketing claims (https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-issues-revised-green-
gu id es/green guides. pdf).
UC Sustainable Procurement Guidelines
GENERAL CHEMICALS OF CONCERN CRITERIA FOR PRODUCTS AND PACKAGING
Products and packaging shall be free of hazardous additives, including those mixed into the product and those used as surface treatments, unless
no feasible alternative exists, and it is determined that the benefit outweighs the risk. Products and packaging must meet all eleven of the Kaiser
Permanente Chemicals of Concern Criteria (http://supplier.kp.org/formsreqs/KPEPPStandards.pdf), including, but not limited to:
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a) Cadmium, mercury, lead, hexavalent chromium, polybrominated biphenyls, and polybrominated diphenyl ethers - All homogenous
electronic parts are compliant with all European Union Restriction of the Use of Certain Hazardous Substances (EU RoHS) Directive's
restricted limits (excluding exemptions).
b) Polyvinyl chloride (PVC)
c) Prop 65 Chemicals - Does not contain intentionally added chemicals listed by the State of California to cause cancer, birth defects, or
reproductive harm that require warning or are prohibited from release to the environment under the California Safe Drinking Water and
Toxic Enforcement Act of 1986 (Proposition 65). If contains Prop 65 chemicals, supplier must disclose Chemical Abstracts Service (CAS)
#'s.
d) Persistent, bioaccumulative and toxic chemicals (PBTs) - All homogeneous materials must contain less than 1000 ppm of PBTs.
e) Organohalogen-based chemicals (bromine, chlorine, fluorine, and iodine)
f) Antimicrobial/antibacterial agents - Does not contain intentionally added antimicrobial/antibacterial agents to reduce surface pathogens.
FURNITURE SUSTAINABILITY STANDARDS
These standards are applicable to all new individual (e.g. task chair) and group seating; open-plan and private -office workstations; desks of all
types, tables of all types; storage units, credenzas, bookshelves, filing cabinets and other case goods; integrated visual display products (e.g. marker
boards and tack boards, excluding electronic display products); hospitality furniture; and miscellaneous items such as mobile carts, freestanding
screens, and movable partitions. Movable partitions include office furniture system cubicle panels that are typically integrated with work surfaces,
desks, and storage furniture.
These standards do not apply to office accessories, such as desktop blotters, trays, tape dispensers, waste baskets, all electrical items such as
lighting and small appliances, and accessories such as aftermarket keyboard trays, monitor stands and monitor arms.
In addition, the following Required Sustainability Criteria apply to the finished product as assembled, unless otherwise specified. For example,
compliance with the VOC Emission requirements applies to the finished product as assembled and thus, the applicable third -party certification
must be for the finished product as assembled, not the individual components.
The Supplier will be expected to limit product finishes and textiles offerings to those that maintain compliance with these requirements. For
example, University end -users should not receive information on surface materials or textiles that would conflict with these requirements or
otherwise void a VOC Emission certificate (i.e. some surface materials are not included in a product's VOC certification).
Minimum Required Criteria
All furniture must meet one of the following requirements (either (a) or (b)1-5):
a) Be certified under BIFMA criteria 7.4.4 —Targeted Chemical Elimination — of ANSI/BIFMA a-3 Furniture Sustainability Standard (2019
version).
b) Be free of the 5 classes of chemicals of concern described below:
1. Flame Retardants: All furniture shall be free of flame retardant chemicals at levels above 11000 parts per million in both standard
and optional components, excluding electrical components.
a. All upholstered seating subject to TB 117-2013 shall be labeled as not containing flame retardant chemicals consistent with
the manner described in Section 19094 of the California Business and Professions Code.
b. A product may contain flame retardants if required to meet code or regulation (e.g., TB 133 or ASTM E 1537), in accordance
with the following criteria:
i. No halogenated flame retardant chemical may be used at levels above 1,000 parts per million by weight of the
homogeneous material, excluding electrical components.
ii. Products that contain flame retardant chemicals that have been fully assessed using GreenScreen v1.2 (or newer)
and meet the criteria for benchmark 2, 3, or 4 will be preferred.
2. Formaldehyde and Volatile Organic Compounds (VOCs): All furniture shall comply with ANSI/BIFMA e3-2014 Furniture Sustainability
Standard, Sections 7.6.1 and 7.6.2, using either the concentration modeling approach or the emissions factor approach.
a. Test results shall be modeled using the open plan, private office, or seating scenario in ANSI/BIFMA M7.1, as appropriate.
b. Furniture products that additionally meet ANSI/BIFMA e3-2014 Section 7.6.3 and/or California Department of Public
Health Standard Method v1.1 (emission testing method for California Section 01350) are preferred.
C. Products with UL Environment GreenGuard Gold, or Scientific Certification Systems (SCS) Indoor Advantage Gold third
party certifications for CA Standard Method v1.1 2010 are automatically compliant.
d. Salvaged and refurbished furniture more than one-year old at the time of re -use is considered compliant, provided it
meets the requirements for any site -applied paints, coatings, adhesives, and sealants.
e. All composite wood materials, including hardwood plywood, particleboard, or medium density fiberboard, used in office,
classroom, or healthcare furniture shall comply with Phase 2 of California's Code of Regulations, Title 17 §93120.2 —
Airborne Toxic Control Measure to Reduce Formaldehyde Emissions from Composite Wood Products. Compliance
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documentation for this requirement may be satisfied by demonstrating applicable components meet the requirement (as
opposed to finished product as assembled).
1. Per and Poly-Fluoroalkyl Substances (PFASs) used as stain/water/oil resistant treatments: All furniture shall be free of any long -
and/or short -chain per- and poly -fluorinated alkyl compounds and fluorinated polymers used as stain, water, or oil resistant
treatments above 100 ppm by weight of the homogenous material.
2. Antimicrobials: All furniture shall be free of any added or built-in chemical antimicrobials. Antimicrobials added to raw materials for
the sole purpose of preserving the product are exempt, with the exception of triclosan and triclocarban which are explicitly
prohibited. Antimicrobials may be used in a healthcare setting only if they are registered with the U.S. EPA under the Federal
Insecticide, Fungicide, and Rodenticide Act (FIFRA), and are part of a comprehensive infection control plan.
3. Polyvinyl Chloride (PVC): All furniture shall be free of polyvinyl chloride (PVC) greater than 1% of product by weight, excluding
electrical components. Electrical components that are free of PVC are preferred.
4. All fabrics/textiles utilized on a finished product under this Contract must be cleanable without dry-cleaning chemicals.
Preferred Criteria
Must meet all of the above Minimum Required Criteria, and have at least one of the following additional certifications or documentation:
• BIFMA Level (preference for Level 2 or 3)
• Cradle to Cradle (C2C) (preference for Silver or Gold)
• Meets the Healthier Hospitals Initiative (HHI) Safer Chemicals Challenge and has published product list on the Healthier Hospitals Healthy
Interiors Goal website
• Forest Stewardship Council (for products containing wood)
• Textiles certified by one of the following recognized certifications:
o GOTS
o Standard 100 by Oeko-Tex
o STeP by Oeko-Tex
o Cradle to Cradle
o NSF/ANSI 336-2011 (Facts)
• Complete Health Product Declaration (HPD)
• Complete Declare label
Documentation Requirements
Upon request, Supplier will be expected to provide applicable documentation confirming that products meet the University's Sustainability
Standards for furniture. As applicable to the individual criteria, documentation will be in the form of third -party certificates, product test results,
applicable forms, a formal letter of assurance from the manufacturer stating the product meets individual sustainability criteria, and/or other
documentation as needed to meet green building certification documentation requirements (such as for LEED, WELL, Living Building Challenge,
etc.). These requests may occur during evaluation of new products to be added to the University standard furniture catalog and/or as part of
documentation requests required for LEED or WELL projects.
Definitions for this Exhibit
Antimicrobial chemicals:
Chemicals intended to disinfect, sanitize, reduce, or mitigate growth or development of microbiological organisms, or protect inanimate objects,
industrial processes or systems, surfaces, water, or other chemical substances from contamination, fouling, or deterioration caused by bacteria,
viruses, fungi, protozoa, algae, or slime.
Flame retardant chemicals:
Any chemical or chemical compound for which a functional use is to resist or inhibit the spread of fire. Flame retardant chemicals include, but are
not limited to, halogenated, phosphorous -based, nitrogen -based, and nanoscale flame retardants, flame retardant chemicals listed as "designated
chemicals" pursuant to Section 105440 of the Health and Safety Code, and any chemical or chemical compound for which "flame retardant"
appears on the substance Safety Data Sheet (SDS) pursuant to Section 1910.1200(g) of Title 29 of the Code of Federal Regulations. "Added flame
retardant chemicals" means flame retardant chemicals that are present in any covered product or component thereof at levels above 1,000 ppm.
Per- and poly-fluoroalkyl substances (PFASs) (often referred to as PFCs):
Category of compounds that includes long- and short -chain per- and poly -fluorinated alkyl compounds, fluorinated sulfonate compounds, and
fluorinated polymers. PFASs include any compound that meets any one of the following definitions:
Perfluoroalkyl substances: Compounds for which all hydrogen atoms on all carbon atoms (except for carbons associated with functional
groups) have been replaced by fluorine atoms.
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• Polyfluoroalkyl substances: Compounds for which hydrogen atoms on at least one, but not all, carbon atoms have been replaced by
fluorine atoms.
• Fluoropolymers: Carbon -only polymer backbone with fluorine atoms directly bound to the polymer backbone.
• Perfluoropolyethers: Carbon and oxygen polymer backbone with fluorine atoms directly bound to carbon atoms.
• Side -chain fluorinated polymers: Variable composition non -fluorinated polymer backbone with fluorinated side chains.
Volatile Organic Compounds (VOCs):
VOCs are defined by the California Standard Method for Testing and Evaluation of Volatile Organic Chemical Emissions from Indoor Sources Using
Environmental Chambers as carbon -containing compounds (excluding carbon monoxide, carbon dioxide, carbonic acid, metallic carbides and
carbonates and ammonium carbonate) with vapor pressures at standard conditions approximately ranging between those for n-pentane through
n-heptadecane. Formaldehyde and acetaldehyde are considered to be VOCs.
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EXHIBIT D — UC Reporting Requirements
UC System -wide Purchase and Usage Reporting
A UC System Wide Usage/Purchase Quarterly Reports must be provided each quarter, within thirty (30) business days from the close of the
previous quarter. Supplier agrees to collect the usage/ purchase data from Supplier's Authorized Representatives and verify the data accuracy.
Note: An exception is provided for ANR locations; such locations volume/rebates to be included in reporting for the 'hosting UC campus', providing
procurement services for the ANR location.
These quarterly Usage Reports are to be submitted to the UC Contract Administrator based on the below schedule.
• January: for the prior Oct -Dec quarter
• April : for the prior Jan -Mar quarter
• July: for the prior Apr -June quarter
• Oct: for the prior July -Sept quarter
Sustainability Reporting
Supplier shall submit quarterly usage reports in a Microsoft Excel compatible format to Contract Manager University of California Office of the
President, Commodity Manager, Yvonne.Macon@ucop.edu, or University's Contract Administrator.
The usage report shall be submitted each quarter, within thirty (30) business days from the close of the previous quarter, mirroring the schedule
above. Supplier agrees to collect the usage/ purchase data from Supplier's Authorized Representatives and verify the data accuracy. It shall contain
the following information as separate columns:
• Order number or invoice number (unique identifier)
• Campus location and Purchase Order Number
• Order date or invoice date
• Customer number
• Ship To Address
• Product Category (systems furniture, conference, seating, lounge)
• Manufacturer Name
• Manufacturer Product Number
• Item Model Name
• Item Description
• Unit Price"
• Extended Price (quantity x unit price)
• Total Weight (lbs.)
• Pre -Consumer Recycled Content per unit (%)
• Post -Consumer Recycled Content per unit (%)
• Hard Surface Material (e.g. laminate, veneer, etc.)
• Textile Certifications to the best of Supplier's ability — based on textiles used within the 'product units reported' per campus (components
are not reported)
• IAQ Certification Name and Certification Level (e.g. SCS Indoor Advantage Gold)
• Cradle to Cradle Certified and Overall Certification Level (e.g. Bronze, Silver, Gold)
• ANSI/BIFMA level Certification and Certification Level (e.g. one, two, three)
• Meets Healthier Hospitals Safer Chemicals Challenge (Y/N)
"Installation and delivery charges should not be included in the furniture unit price.
Reporting of Patronage/Incentives
Supplier shall provide Incentives Reporting to the UCOP Contract Administrator, detailing amounts paid directly to UC Locations, of UC specific
rebates of product sales or service to UC Locations, and the data which supports those payments.
Supplier agrees to provide a UC Sales, Incentives/Patronage, and Sustainability Purchase data report to the UCOP Strategic Sourcing Administrator.
http://www.ucop.edu/procurement-services/for-suppliers/supplier-reporting.html
Assistance on completing the form: strategicsourcingreportsCcDucop.edu
Deadlines for submission of the data report are as detailed above. Quarters reflect UC fiscal year, July -June.
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EXHIBIT E — UC Ergonomic Requirements
The term 'minimum' as used in this section is not a minimum mandatory requirement, or a 'hard specification', it is considered a
target measurement or typical desired range, and therefore some variance will be considered and allowed.
A. Seating --
Task Seating
Basic Features:
Chair seat swivels easily on a five -leg pedestal base with casters.
Casters are available for different floor surfaces such as carpet, hardwood, and linoleum -
Adjustment controls - easy to adjust from the sitting position and clearly marked to indicate function
No sharp or hard edges anywhere on the chair or controls
Weight capacity of chair is:
Minimum: At least 250 pounds
Preferred: At least 275 pounds
Five-year minimum warranty
Chair adjustment instructions provided to end user
Seat Features:
Seat height — adjustable at least 4.5 inches within the range of 15 — 22.5 inches from the floor to top of the seat
Seat depth
Minimum: If non-adjustable, seat should be no greater than 17" depth.
Preferred: Adjustable seat depth - provides up to 4 inches of forward/backward seat pan movement, range must include 17" seat
depth.
Seat pan angle
Minimum: If seat angle does not adjust, seat is designed with a slight backward or forward angle.
Preferred: Seat angle range has at least 6 degrees of user -controlled adjustability, from leaning forwards to leaning backwards.
Seat pan width minimum of 18 inches/
Front edge of seat is rounded.
Backrest Features:
Backrest height - top of backrest is at least 17.7 inches above the seat (1, pg. 82).
Backrest height adjustability
Minimum: Entire Backrest and /or lumbar support adjustable within the range or 6 - 10.5 inches above the seat 1.
Preferred: Entire backrest and/or lumbar support adjustable from 6-10.5 inches above the seat.
Backrest width - at least 14 inches
Backrest shape
Minimum: Backrest is curved at the lower portion to support the lumbar area
Preferred: Backrest should curve outward towards seated user, especially at the lower portion to support the lumbar area (1, pg.
83).
Backrest angle
Minimum: Backrest angle is adjustable and tilt range includes upright position (90 degrees) to slightly reclined position (105
degrees)
Preferred: Backrest angle is adjustable and tilt range includes upright position (90 degrees) to recline position (120 degrees). User -
adjustable headrests are necessary for chair reclining greater than 120 degrees
Backrest angle lock -
Minimum: Backrest can move freely with user -adjustable resistance.
Preferred: Backrest can be locked into various positions.
Armrest Features:
Armrest height
Minimum: adjustable and within the range of 7-10.5 inches.
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Preferred: adjustable from at least 7 to 10.5 inches above seat.
Armrest width
Minimum: At least 18 inches of clearance between armrests.
Preferred: At least 18 inches of clearance between armrests and arm -rests adjust in/outwards and pivot.
Armrest shape —smooth, flat, padded with no hard edges or materials.
Value-added Features: Required
Chairs are delivered to campus assembled.
Instructions for warranty and maintenance issues are provided.
Available in fabric and vinyl.
Samples available for Ergonomic Program review and demo rooms.
Speed of delivery/quick ship.
B. Work Surfaces
Free Standing Height Adjustable Table
Basic Features
Height adjustability minimum from 22 to 48 inches. Prefer entire work surface is user height adjustable (electric or crank system)
within the above range.
Width of top surface: Shall have a minimum of 48 inches of usable desk surface with a minimum of 41 inches unobstructed leg room
underneath
Work surface Depth (with no obstructions for the legs): Shall be a minimum or 24 inches deep. 30 inches or more preferred
Thickness: No greater than 1.5 inches
Finish: Matte finish
Edges: Rounded front edges; no sharp corners, cut-outs, or edges
Stability: Shall be structurally rigid and stable. Shall support at least 200 pounds
Value-added Features: Required
Tables are delivered to campus assembled.
Instructions for warranty and maintenance issues are provided.
Samples available for Ergonomic Program review and demo rooms.
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EXHIBIT F — UC Dealer Network and Capabilities Summary
Kimball's Authorized Dealers for UC
The below list of Dealers, is current as of the signing of this Agreement. Kimball Primary Dealers assigned to the UC, may be changed
by mutual agreement or per UC request, per RFP requirements. In addition, Supplier reserves the right to add or delete a UC Primary
Dealer, should it be required owing to a change in Supplier's business relationship with that Dealer, necessitating the change. In that
event, should the UC request it, a new Dealer, with equal capabilities, shall be established within a similar or superior, proximity to
the UC(s) as was the deleted Dealer. Any change of this nature (addition or deletion), over the lifetime of this Agreement, shall be
made in writing, ninety (90) days in advance of addition and/or deletion of Dealer and shall not work to the detriment of any current
projects, in process with any UC Locations.
Dealer #1
Campuses
Services Offered
Manufacturer
covered
showroom location(s)
CPM One Source
UCLA
Receive, Deliver,
Los Angeles, CA.
601 West 5th St. #101
UCLA Medical
Installation,
Los Angeles, CA 90071
Reconfiguration,
Contact: Ted Afetian
Design, Project
PH: 310-208-8880
Management, Moving
E: ted@cpmonesource.com
services
Diversity: SBA
Dealer #2
Campuses
Services Offered
Manufacturer
covered
showroom location(s)
B+C
UC San Diego
Receive, Deliver,
Los Angeles, CA.
1060 J St. San Diego, CA 92110
UCSD Medical
Installation,
Contact: Carlos Arzola
Reconfiguration,
PH: 619-565-5371
Design, Project
E: Carlos@bcfurn.com
Management, Moving
Diversity: MBE
services
Dealer #3
Campuses
Services Offered
Manufacturer
covered
showroom location(s)
Seats & Stations
UC Davis
Receive, Deliver,
Los Angeles, CA.
1430 Blue Oaks Blvd #150
UCD Medical
Installation,
Roseville, CA 95747
Reconfiguration,
Contact: Dennie Moreno
Design, Project
PH: 916-786-8005 ext 112
Management, Moving
E: dennie@seatsandstations.com
services
Diversity: WBE
Dealer #4
Campuses
Services Offered
Manufacturer
covered
showroom location(s)
Quality Office Furniture
UC Irvine
Receive, Deliver,
Los Angeles, CA.
23825 Via Del Rio
UCI Medical
Installation,
Yorba Linda, CA 92887
UC Riverside
Reconfiguration,
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Contact: Jason Sullivan
PH: 714-692-6667
E: jsullivan@qualityofficefurn.com
Diversity: WBE
Design, Project
Management, Moving
services
Dealer #5
Campuses
Services Offered
Manufacturer
covered
showroom location(s)
Systems Source, Inc.
UCSF, UCSF
Receive, Deliver,
Los Angeles, CA.
530 B Street, Ste. 110
Medical
Installation,
San Diego, CA 92101
UC Berkley,
Reconfiguration,
Contact: Rosemarie Smith
UC Santa Cruz, UC
Design, Project
PH: 619-822-2453
Merced, UC Santa
Management, Moving
E: rsmith@systemsource.com
Barbara
services
Diversity: WBENC
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EXHIBIT G — UC Additional Terms and Conditions
1. Administrative Fees and Incentives
In addition to OMNIA Partners administrative fees associated with manufacturer's sales under this contract; 1) Supplier shall provide a UC specific
rebate of 2% of manufacture's product sales to UC; 2) Dealer shall pay 2% of `Other Manufacturer's' product sales; 3) Dealer shall pay 2% of Dealer
Services to UC; such amounts to be paid quarterly, directly to the UC locations, for the duration of any contract resulting from this RFP process. The
amount of quarterly rebate provided to each UC location will be calculated based on the total of product and service billed and paid for each
location. Note: Each UC location will have the right to modify proposal pricing for an individual campus, up to 2%, in the event a UC location
decides not to implement a rebate program. Instructions for reporting and the Contacts for Payment of Incentives, can be found at
https://www.ucop.edu/procurement-services/for-suppliers/supplier-reporting-files/patronage-and-incentives-contact-I ist.pdf
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3
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
1.0 Scope of National Cooperative Contract
Capitalized terms not otherwise defined herein shall have the meanings given to them
in the Master Agreement or in the Administration Agreement between Supplier and
OMNIA Partners.
1.1
Requirement
The University of California (hereinafter defined and referred to as "Principal
Procurement Agency"), on behalf of itself and the National Intergovernmental
Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners,
Public Sector ("OMNIA Partners"), is requesting proposals for Office Furniture
and Related Services. The intent of this Request for Proposal is any contract
between Principal Procurement Agency and Supplier resulting from this Request
for Proposal ("Master Agreement") be made available to other public agencies
nationally, including state and local governmental entities, public and private
primary, secondary and higher education entities, non-profit entities, and agencies
for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative
purchasing program. The Principal Procurement Agency has executed a Principal
Procurement Agency Certificate with OMNIA Partners, an example of which is
included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the
Master Agreement by any Public Agency is preceded by their registration with
OMNIA Partners as a Participating Public Agency in OMNIA Partners'
cooperative purchasing program. Registration with OMNIA Partners as a
Participating Public Agency is accomplished by Public Agencies entering into a
Master Intergovernmental Cooperative Purchasing Agreement, an example of
which is attached as Exhibit C. The terms and pricing established in the
resulting Master Agreement between the Supplier and the Principal Procurement
Agency will be the same as that available to Participating Public Agencies through
OMNIA Partners.
All transactions, purchase orders, invoices, payments etc., will occur directly
between the Supplier and each Participating Public Agency individually, and
neither OMNIA Partners, any Principal Procurement Agency nor any
Participating Public Agency, including their respective agents, directors,
employees or representatives, shall be liable to Supplier for any acts, liabilities,
damages, etc., incurred by any other Participating Public Agency. Supplier is
responsible for knowing the tax laws in each state.
This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA
Partners' requirements to market the resulting Master Agreement nationally to
Public Agencies. Each section in this Exhibit A refers to the capabilities,
requirements, obligations, and prohibitions of competing Suppliers on a national
level in order to serve Participating Public Agencies through OMNIA Partners.
1
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
These requirements are incorporated into and are considered an integral part of this
RFP. OMNIA Partners reserves the right to determine whether or not to make the
Master Agreement awarded by the Principal Procurement Agency available to
Participating Public Agencies, in its sole and absolute discretion, and any party
submitting a response to this RFP acknowledges that any award by the Principal
Procurement Agency does not obligate OMNIA Partners to make the Master
Agreement available to Participating Procurement Agencies.
1.2 Marketing, Sales and Administrative Support
During the term of the Master Agreement OMNIA Partners intends to provide
marketing, sales and administrative support for Supplier pursuant to this section that
directly promotes the Supplier's products and services to Participating Public
Agencies through multiple channels, each designed to promote specific products and
services to Public Agencies on a national basis.
The OMNIA Partners marketing team will work in conjunction with Supplier to
promote the Master Agreement to both existing Participating Public Agencies and
prospective Public Agencies through channels that may include:
A. Marketing collateral (print, electronic, email, presentations)
B. Website
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media
The OMNIA Partners sales teams will work in conjunction with Supplier to promote
the Master Agreement to both existing Participating Public Agencies and prospective
Public Agencies through initiatives that may include:
A. Individual sales calls
B. Joint sales calls
C. Communications/customer service
D. Training sessions for Public Agency teams
E. Training sessions for Supplier teams
The OMNIA Partners contracting teams will work in conjunction with Supplier to
promote the Master Agreement to both existing Participating Public Agencies and
prospective Public Agencies through:
A. Serving as the subject matter expert for questions regarding joint powers
authority and state statutes and regulations for cooperative purchasing
B. Training sessions for Public Agency teams
C. Training sessions for Supplier teams
D. Regular business reviews to monitor program success
E. General contract administration
2
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Suppliers are required to pay an administrative fee of three percent (3%) of the
greater of the Contract Sales under the Master Agreement and Guaranteed Contract
Sales under this Request for Proposal. Supplier will be required to execute the
OMNIA Partners Administration Agreement (Exhibit B).
1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be
approximately $200 million annually. While no minimum volume is guaranteed to
Supplier, the estimated annual volume is projected based on the current annual
volumes among the Principal Procurement Agency, other Participating Public
Agencies that are anticipated to utilize the resulting Master Agreement to be made
available to them through OMNIA Partners, and volume growth into other Public
Agencies through a coordinated marketing approach between Supplier and OMNIA
Partners.
1.4 Award Basis
The basis of any contract award resulting from this RFP made by Principal
Procurement Agency will, at OMNIA Partners option, be the basis of award on a
national level through OMNIA Partners. If multiple Suppliers are awarded by
Principal Procurement Agency under the Master Agreement, those same Suppliers
will be required to extend the Master Agreement to Participating Public Agencies
through OMNIA Partners. Utilization of the Master Agreement by Participating
Public Agencies will be at the discretion of the individual Participating Public
Agency. Certain terms of the Master Agreement specifically applicable to the
Principal Procurement Agency are subject to modification for each Participating
Public Agency as Supplier, such Participating Public Agency and OMNIA Partners
shall agree. Participating Agencies may request to enter into a separate supplemental
agreement to further define the level of service requirements over and above the
minimum defined in the Master Agreement (i.e. invoice requirements, order
requirements, specialized delivery, diversity requirements such as minority and
woman owned businesses, historically underutilized business, governing law, etc.).
It shall be the responsibility of the Supplier to comply, when applicable, with the
prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It
shall further be the responsibility of the Supplier to monitor the prevailing wage
rates as established by the appropriate department of labor for any increase in rates
during the term of this contract and adjust wage rates accordingly. Any supplemental
agreement developed as a result of the Master Agreement is exclusively between
the Participating Agency and the Supplier (Contract Sales are reported to OMNIA
Partners).
All purchase orders issued and accepted by the Supplier may survive expiration or
termination of the Master Agreement. Participating Agencies' purchase orders may
exceed the term of the Contract if the purchase order is issued prior to the expiration
of the Contract. Supplier is responsible for reporting all sales and paying the
3
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
applicable administrative fee for sales that use the Master Agreement as the
basis for the purchase order, even though Master Agreement may have expired.
1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability
through OMNIA Partners' cooperative program:
A. Provide a comprehensive competitively solicited and awarded national
agreement offering the Products covered by this solicitation to Participating
Public Agencies;
B. Establish the Master Agreement as the Supplier's primary go to market strategy
to Public Agencies nationwide;
C. Achieve cost savings for Supplier and Public Agencies through a single
solicitation process that will reduce the Supplier's need to respond to multiple
solicitations and Public Agencies need to conduct their own solicitation
process;
D. Combine the aggregate purchasing volumes of Participating Public Agencies
to achieve cost effective pricing.
2.1 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, warranties
and covenants to both the Principal Procurement Agency and OMNIA Partners designed
to ensure the success of the Master Agreement for all Participating Public Agencies as
well as the Supplier.
2.2 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 "go to market" strategy for Public
Agencies, when informed by a Participating Agency that they are a OMNIA
Partners member, (3) the Master Agreement will be promoted to all Public
Agencies, including any existing customers, and Supplier will transition existing
customers, upon their request, to the Master Agreement, and (4) that the Supplier
has read and agrees to the terms and conditions of the Administration Agreement
with OMNIA Partners and will execute such agreement concurrent with and as
a condition of its execution of the Master Agreement with the Principal
Procurement Agency. Supplier will identify an executive corporate sponsor and a
separate national account manager within the RFP response that will be
responsible for the overall management of the Master Agreement.
Kimball proposes the above additional language in Section 2.1 "Corporate
Commitment" in red.
11
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
2.3 Pricing Commitment
> >
the Stipplier-
Master
Kimball proposes to delete the language in Section 2.2 "Pricing Commitment".
Commitment of Exhibit A, Section 2.2. In lieu of such pricing commitment,
Kimball commits as follows: Supplier (Kimball) agrees that, considering a
Representative Total Usage, the pricing offered under the Master Agreement is
lower than the overall available pricing for any public sector national or
multistate cooperative or group purchasing agreement, excluding GSA, federal
government, and healthcare group purchasing organization sales ("Public Agency
Cooperative"), that enters into a separate written agreement directly with Supplier
comparable contract, as further provided herein. A Comparable Contract is a
written agreement entered into after the Effective date of the Master Agreement
that contains similar terms and conditions, concerns a Public Agency Cooperative
with the same approximate spending pattern and product mix, and provides for
similar delivery and payment conditions. "Representative Total Usage" shall mean
the total purchase for a consecutive six (6) month period (inclusive of any fees,
rebates, and other charges and discounts and exclusive of any restricted items)
of the top ten (10) OMNIA Partners customers utilizing Supplier as their primary
vendor for the products and services offered under the Master Agreement, as
determined by Supplier. If, during the term of this Master Agreement, OMNIA
Partners becomes aware that its pricing may be higher than a Comparable Contract,
as set forth above, OMNIA Partners may request an aggregate price comparison
analysis of this Master Agreement (using the Representative Total Usage) against
the Comparable Contract. If such aggregate price comparison analysis indicates
that the Comparable Contract pricing is more favorable, upon the request of
OMNIA Partners, Supplier will agree to renegotiate in good faith the pricing terms
of this Master Agreement.
Kimball Office Inc. requests the proposed language in Section 2.2 "Pricing
Commitment" in red.
5
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
2.3 Sales Commitment
Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined
sector and that its sales force will be trained, engaged and committed to offering the Master Agreement
to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement
sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners
Administration Agreement. Supplier also commits its sales force will be compensated, including sales
incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner
compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement.
3.1 SUPPLIER RESPONSE
Supplier must supply the following information in order for the Principal Procurement Agency to determine
Supplier's qualifications to extend the resulting Master Agreement to Participating Public Agencies through
OMNIA Partners.
3.2 Company
A. Brief history and description of Supplier.
Kimball's passion for craftsmanship has grown into a love for
helping you work your way.
Kimball is a business unit of Kimball International Inc. Kimball offers a variety of furniture and furnishings for the
commercial, government, healthcare, and education markets including award -winning desks, storage, tables, seating,
systems, accessories and filing products.
Whiletrends may come and go, we have a longstanding history of being able evolve. To embrace what's new and
take it to the next level. To apply modern craft to problem -
solving designs in away that supports the way people want to work. And while what we makeand how we make it will con
tinue to advance, our purpose remains constant — to craft what's next so everyone can perform at their best.
The workplace isn't the space it was when we started in 1949. Our core values, quest for quality and heritage in
craftsmanship are still at the heart of our business, but our definition of craftsmanship has evolved over time.
Our ultimate goal is to provide relevant solutions that carry workplaces into the future. Together, with our
partners, we will continue to anticipate changes in how people work and design solutions for a successful
workplace.
From our origins as a piano and television cabinet makers to one of today's leading furniture companies, our
purpose has remained constant —to help people achieve their potential in their own, unique way.
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Kimball5
AUTHENTICITY
Being authentic keeps us
grounded in integrity, humility, and
warmth —all of which helps us
build deeper connections.
CURIOSITY
By asking you
the right •
questions, we're •
able to develop
the right
solutions
specific to you.
BEING
DIFFERENT
Being different allows
us to make a unique
difference for each
individual customer.
We're able to redefine spaces that allow
you to work your way.
Our ability to adapt has taught us one
valuable lesson — no one has all the
answers. That's why we keep good
company, partnering with prominent
designers and industry thought leaders who
collectively know where the future of work is
heading. We actively listen to our people,
our customers, and our brilliant partners —
inviting collaborative discussions that
challenge what's familiar and inspire fresh
ideas. We're always considering new
possibilities, sharing ideas, and bringing
people, technology, space and work
process into harmony. By empowering
everyone along the way, we're able to
recognize and address unmet needs.
A CULTURE
OF CARING
• •
Understanding how
• •
we're all
interconnected
makes us more
invested and serve
as better partners.
M
\ I /
BRILLIANT
PARTNERS
Kimball
C/B
INSIGHTFULNESS
Being insightful paves
the way for us to craft
forward -thinking
solutions that respond
to your needs.
Graham Design
L-D
O+a
B. Total number and location of sales persons employed by Supplier.
Kimball has roughly 1,200 permanent employees, with
75 sales representatives. The average tenure for an
individual Kimball team member is over 13 years, and
many of our customers and suppliers have been with
us for 40 or more years.
Group
Name J
City
Email Address
VP Sales
Lisa Carter
Washington
DC
Lisa.Carter(a)kimball.com
Holly. Fortune(a)l imball.com
Vikki.Gibbs(cDkimball.com
Joe.Roberts(a)kimball.com
Rhonda.Hammack(a)kimball.com
Dir of Sales South
Holly Fortune
Dallas
TX
Dir of Sales West
Vikki Gibbs
Centennial
CO
Dir of Sales Midwest
Joe Roberts
Fishers
IN
Dir, Public Sector Sales
Rhonda Hammack
Washington
DC
Dir, Healthcare Sales, Innovation &
Design
Aneetha McLellan
Omaha
NE
I Aneetha.McLellan(cDkimball.com
Region Manager
Christine Wallace
Washington
DC
christine.wallace(cDkimball.com
Region Manager
Dianne Brindisi
Boston
MA
Dianne. Brindisi (a) ki mball.com
Holly. Hughes (a)kimball.com
Region Manager
Holly Hughes
Atlanta
GA
Market Sales Mgr.
Amy Aebert
Charlotte
NC
Amy.Aebert(a)kimball.com
Amv.Warren(cDkimball.com
Market Sales Mgr.
Amy Warren
Boston
MA
Market Sales Mgr.
Andrew Gillum
Dallas
TX
Andrew.Gillum(a)kimball.com
Market Sales Mgr.
Angela Boggs
Tama
FL
Angela.BogQs(a')kimball.com
Market Sales Mgr.
Brad Trumbo
Seattle
WA
Brad.Trumbo(cDkimball.com
Brian.Schuermann(cD.kimball.com
Market Sales Mgr.
Brian Schuermann
Cincinnati
OH
Market Sales Mgr.
Bud Miller
Vestavia Hills
AL
Bud. Miller(a)kimball.com
Carrie. Daniel(cDkimball.com
Chris. Parker(cD ki mball.com
Market Sales Mgr.
Carrie Daniel
Fishers
IN
Market Sales Mgr.
Chris Parker
Leawood
KS
Market Sales Mgr.
Dan Barry
Malvern
PA
Dan.Banv(c)kimball.com
Daniel. LUntz(cDkimball.com
Market Sales Mgr.
Daniel Luntz
New York
NY
Market Sales Mgr.
Elizabeth Irizarry
North Miami Beach
FL
Elizabeth. Irizarrv(dkimball.com
Market Sales Mgr.
Erick Paul
San Francisco
CA
erick.paul(a)kimball.com
Gerhard.Stadel a ldmball.com
Market Sales Mgr.
Gerhard Stadel
Los Angeles
CA
Market Sales Mgr.
Heather Rowan
Exeter
NH
Heather. Rowannakimball.com
Market Sales Mgr.
Janice Schroedel
Pewaukee
WI
Janice.Schroedel a.kimball.com
Market Sales Mgr.
Jeannine McGuill
Leander
TX
Jeannine.McGuill(a)l imball.com
Market Sales Mgr.
Jennifer Bays
Franklin
TN
Jennifer. Bays(aa)kimball.com
Market Sales Mgr.
Jeremy Thole
Dallas
TX
Jere mv.Thole(akimball.com
Market Sales Mgr.
Kara Fultz
Louisville
KY
Kara.Fultz(a kimball.com
Kellev.Mansfield(a)kimball.com
Market Sales Mgr.
Kelley Mansfield
Erdenheim
PA
Market Sales Mgr.
Kim Hart
Hilliard
OH
Kim. Hart(a)l imball.com
Kim.Lutz(a)kimball.com
Kris.Landis(a)kimball.com
Kristen.Anderson a()kimball.com
Market Sales Mgr.
Kim Lutz
Webster Groves
MO
Market Sales Mgr.
Kris Landis
Branford
CT
Market Sales Mgr.
Kristen Anderson
Roswell
GA
Market Sales Mgr.
Kristen Diamond
Atlanta
GA
Kristen.Diamond(akimball.com
Market Sales Mgr.
Kurt Gombatz
Los Angeles
CA
Kurt.Gombatz()kimball.com
Market Sales Mgr.
Kra Mabey
Salt Lake City
UT
Kvra.Mabev()kimball.com
Lauren.Mever(cDkimball.com
MarvEllen.Quinn(a)kimball.com
Market Sales Mgr.
Lauren Meyer
Albany
CA
Market Sales Mgr.
Mary Ellen Quinn
Leesburg
VA
Market Sales Mgr.
Mary Redd
Midlothian
VA
Marv.Redd(akimball.com
Michele.Helsel a.kimball.com
Market Sales Mgr.
Michele Helsel
O'Fallon
MO
Market Sales Mgr.
Michelle Martin
Raleigh
NC
Michelle. Marti n(a) ki mball.com
Mick.Ann.Koratskvnakimball.com
Market Sales Mgr.
Mick Ann Koratsky
Cordova
TN
Market Sales Mgr.
Mindy Caldren
Canal Fulton
OH
Market Sales Mgr.
Nick Alessi
New Providence
NJ
Market Sales Mgr.
Nick Cho nich
Dallas
TX
Market Sales Mgr.
Noelle Hudak
St. Louis Park
MN
Market Sales Mgr.
Patti Wentz
Chandler
AZ
Market Sales Mgr.
Renee Weir
Washington
DC
Market Sales Mgr.
Samantha Crosson
Truckee
CA
Market Sales Mgr.
Sandra Beringer
Boston
MA
Market Sales Mgr.
Stephen Mills
Oradell
NJ
Market Sales Mgr.
Steve Barton
League City
TX
Market Sales Mgr.
Storey Gram
Chicago
IL
Market Sales Mgr.
Tara Kalva
Bailey
CO
Market Sales Mgr.
Theresa Comer
Kirkland
WA
Market Sales Mgr.
Tom Bair
Staten Island
NY
Market Sales Mgr.
Tyler Simmons
Wauwatosa
WI
Market Sales Mgr.
Will Taylor
Denver
CO
A&D Specialist
Carrie Richards
Atlanta
GA
A&D Specialist
John Hindman
Bethlehem
PA
A&D Specialist
Julia Glazer
New York
NY
A&D Specialist
Ogge Schieber
Chicago
IL
A&D Specialist
Tara Rohland
Washington
DC
Healthcare Specialist
AI son Wood
Exeter
NH
Healthcare Specialist
Rebecca Williams
Glenshaw
PA
Healthcare Specialist
Rene Inman
Birmingham
AL
Healthcare Specialist
Sheri Hurley
Washington
DC
Healthcare Co.Creation Specialist
Jill Houpt
Chambersburg
PA
Healthcare Research and Training
Manager
Lissa Marshall
Omaha
NE
Prod. Application Spec.
Mia Diaz
Los Angeles
CA
Prod. Application Spec.
Shelly Lehner
Greenwood
IN
Public Sector Sales Mgr.
Erik Soderlund
Westfield
IN
Public Sector Sales Mgr.
Karen Kontoulas
Southport
NC
Public Sector Sales Mgr.
Wendy Schnarr
Dallas
TX
Mindv.Caldren ankimball.com
Nick.Alessi(a)kimball.com
Nick.Chonich(a)l imball.com
N o el le. H uda k(cD ki m ba I I. co m
Patti.Wentz(fti mball. com
Renee.Weir(aa)kimball.com
samantha.crosso n(cD ki mball. com
Sandra. Bed nger(c)ki mball.com
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OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
C. Number and location of support centers (if applicable) and location of
corporate office.
Kimball Office Inc. corporate office is located at 1600 Royal Street, Jasper, IN 47546
Manufacturing Locations:
• 11 Indiana Locations
• 2 Kentucky Locations
• 1 Maryland Location
0 1 Pennsylvania Location
Showroom Locations:
• Chicago, Illinois
• Los Angeles, California
• Atlanta, Georgia
• Boston, Massachusetts
• Washington, D.C.
• Dal I as, Texas
Kimball Office has a dealer network of 398 trusted dealer partners to support
your workplace needs
D. Annual sales for the three previous fiscal years.
• FY 16 total $635M
• FY 17 total $670M
• FY 18 total $686M
For review of Kimball International Annual Reports, visit:
https://www.kimballinternational.com/investor-information under
"featured reports"
E. Submit FEIN and Dunn & Bradstreet report.
Kimball Office Inc. FEIN #35-1688210.
D& B Credit
HIM13ALLOMCEINC. -RullCompany Mew S3vecbjAngelaSian inka 1 37 30 Y'7
Summary
,Order Referpnce:anoelaslaniarkagkimbarcom I Reportasof07-3020193:10PM I usirgClurencyasUS13
:IIITr1:YjRite] gg[+i:jli,[41
TradesL ie;s}: ISUB5IULARY OFKIMBALLRJRNrfURE
GR(XJP. LLC, JASPER INI
Address:
1600 Royal % Jasper. IN. d75.39. UNITED
STATES
Phone:
IS12) 492-1600
D-U-N-5:
79-731-21A7
In %rdolia:
Yes
Tags:
No tags
Alerts:
Noalers
Risk of Bad Debt Write- Cash Flow Risk
off
18 65
(No change since last month) 3 (in the last month)
Recent Alerts
Company Profile
Age of Business=mployees
32 years 2,500
500(here)
19 MYear Started
There are no alerts to display.
D-U-N-5
Mailing Andress
Legal Form
7eleptione
=oro:r3o:r i.'-'::
: .. = 1600
History Record
Webosite
=leer
www.kirnballoffjcefurnRu...
Date Incorporared
-3v c '`"cc
Present Control Succeeded
Employees
2,500 (SUU here I
Age (Year Started)
32years (19S6)
Named Principal
Michael Wagner. PRIES.
Lineof Business
Mfg office furniture-nonwood
State of Incorporation
Indiana
Ownership
Not publicly traded
Risk Assessmen t
Overall Business Risk
-11M-MODE RATE t .
Dun & Bradstreet Thinks...
+ Overall a ssessm ent of th i s organization over the next 12 months: SOME-
FINANCIAL-ST RE55-CON C E R MS
• Based on the predicted risk of businessdiscontinuation: MODERATELY-
H I GH ER-T HAN-AV ERAG E-RISK-0 F-FI MAN CLAL-STRESS
• Based on the predicted risk of severely delinquent payments: MODERATE
POTENTIAL FOR SEVERELY DELINQUENT PAYMENTS
D&B Viability Rating
Portfolio Comparison Score
Low Risk (11
Maximum Credit
Recommendation
The recommended limitis teased
on a moderately low probability of
severe delinquency -
Company's risk level is:
High Risk (9) Prubability that a company will go Gut of business,
become dormantlinactive. or file for
ba nkrup tcyli nsolven cy within the next 12 months:
4_01)%
Risk of Bad Debt Write-off (alFaknown asthe FailureScore)
Law Risk (100)
Company's risk level is:
High Risk (1 j
Based on the D&B Failure Score, the probabiIityoffaiIure for this company in
the next 12 months is 0-76 *A , which makes it a Moderase Higl- risk for you to
incur a write-off.
Cash Flow Risk lalso known as the Delinquency Score)
Low Risk (100)
Company's risk level is:
High Risk (1 j
Based on the D&B Delinquency Score reporting a payment behavior of
IN €ONSISTENTAND/OR SLOWER PAYMENTS, this company is predicted to
have a risk of a negative impact to your cash flow.
Past 12 Months
Part 12 Months
Payment Behavior
Nst24 Months
Low Risk (100) High Risk (0)
Company's risk level is: + +.
Days Beyond Terms_19
Based on a D&B PAYDE (D of 67
According to the D&B PAYDEX(D Score, this company paid its vendors on 16
days beyand creditter ms.
a&B Rating
Current Rating as of 12-24-201 R Previous Rating
Employee Size Risk Indicator Employee Size
1 R_ 10 employees and 4= Higher than 1 R: 10employeesand
over Average Risk over
INQUIRIES
No inquiries information available far this company
Legal Events Trade Payments
Events
Occurrences Last Filed
Highest Past Due
Bankruptcies
0
judgements
0
Liens
1 06-14-2016
Suits
0
Highest N ow Owing
UCC
2 11 2E 2007
US$ 100,000
Largest High Credit
US$ 200,001)
Ownership
Thiscompany is Headquarters, Subsidiary
Global Ultimate, Domestic Ultimate
KIMEALL INTERNATIONAL, INC.
Total Trade Experiences
59
Average High Credit
U5$ 13,832
Payment Behavior
Nst24 Months
Low Risk (100) High Risk (0)
Company's risk level is: + +.
Days Beyond Terms_19
Based on a D&B PAYDE (D of 67
According to the D&B PAYDEX(D Score, this company paid its vendors on 16
days beyand creditter ms.
a&B Rating
Current Rating as of 12-24-201 R Previous Rating
Employee Size Risk Indicator Employee Size
1 R_ 10 employees and 4= Higher than 1 R: 10employeesand
over Average Risk over
INQUIRIES
No inquiries information available far this company
Legal Events Trade Payments
Events
Occurrences Last Filed
Highest Past Due
Bankruptcies
0
judgements
0
Liens
1 06-14-2016
Suits
0
Highest N ow Owing
UCC
2 11 2E 2007
US$ 100,000
Largest High Credit
US$ 200,001)
Ownership
Thiscompany is Headquarters, Subsidiary
Global Ultimate, Domestic Ultimate
KIMEALL INTERNATIONAL, INC.
Total Trade Experiences
59
Average High Credit
U5$ 13,832
Payment Behavior
Nst24 Months
Low Risk (100) High Risk (0)
Company's risk level is: + +.
Days Beyond Terms_19
Based on a D&B PAYDE (D of 67
According to the D&B PAYDEX(D Score, this company paid its vendors on 16
days beyand creditter ms.
a&B Rating
Current Rating as of 12-24-201 R Previous Rating
Employee Size Risk Indicator Employee Size
1 R_ 10 employees and 4= Higher than 1 R: 10employeesand
over Average Risk over
INQUIRIES
No inquiries information available far this company
Legal Events Trade Payments
Events
Occurrences Last Filed
Highest Past Due
Bankruptcies
0
judgements
0
Liens
1 06-14-2016
Suits
0
Highest N ow Owing
UCC
2 11 2E 2007
US$ 100,000
Largest High Credit
US$ 200,001)
Ownership
Thiscompany is Headquarters, Subsidiary
Global Ultimate, Domestic Ultimate
KIMEALL INTERNATIONAL, INC.
Total Trade Experiences
59
Average High Credit
U5$ 13,832
100 0
80 I
84
70
so
so-----------------------------------------------------------------------------
40
30
20 0- +�O O
10 '
0
otr rtov o� yw I IRS I N1R I AM I U& Q..W
2mm MS MR 2M& Zia 2M!J 2659 M9 M9 mam9 2R19 2019
FaiIure5core -C�- IndusvyMedian... ---
{ash Flow Risk (Also Known As The Doi nquency Score)
Low Risk (100)
Based on a D8B delinquency Score of
+ Proportion of past due balances tototal amount owing
■ Higher risk industry based on delinquency rates forthis industry
■ Limited time under present management control
■ Proportion of slow payments in recent m onths
■ Evidence of open liens
Ir"MVI MI
Raw 5core
S21
Business and Industry Trends
100 '
9u0 I
-7Q
60 ------------------------ ------
so
40
30
20
10 ;
0
Probabiligr of de risque ncy
4.2G%
High Risk (1 )
Compared to Businesses in DLB
Database
10.20%
IWG 1 5W I MT I MN I DW I VA 1 1969 1 M+R I AM I W1f I AN I[;rlllW
delinquenry5mm I n d ustry Med i ar, ... ---
100 0
80 I
84
70
so
so-----------------------------------------------------------------------------
40
30
20 0- +�O O
10 '
0
otr rtov o� yw I IRS I N1R I AM I U& Q..W
2mm MS MR 2M& Zia 2M!J 2659 M9 M9 mam9 2R19 2019
FaiIure5core -C�- IndusvyMedian... ---
{ash Flow Risk (Also Known As The Doi nquency Score)
Low Risk (100)
Based on a D8B delinquency Score of
+ Proportion of past due balances tototal amount owing
■ Higher risk industry based on delinquency rates forthis industry
■ Limited time under present management control
■ Proportion of slow payments in recent m onths
■ Evidence of open liens
Ir"MVI MI
Raw 5core
S21
Business and Industry Trends
100 '
9u0 I
-7Q
60 ------------------------ ------
so
40
30
20
10 ;
0
Probabiligr of de risque ncy
4.2G%
High Risk (1 )
Compared to Businesses in DLB
Database
10.20%
IWG 1 5W I MT I MN I DW I VA 1 1969 1 M+R I AM I W1f I AN I[;rlllW
delinquenry5mm I n d ustry Med i ar, ... ---
Total Trade Ex perien €es=
59
Largest High Credit
US$ 200.000
Average High Cred it:
US$ 13,832
Total Unfavorable Comments=
0
Largest High Credit
US$ 0
Total Placed in Collections:
0
Largest High Credit
US$ 0
Trade Payments By Credit Extended (Based on 12months of data)
Range of Credit Extended (US$}
Number of Payment Experiences
Total Value
% Within Terms
190,009 & over
1
US$ 200.000
30
50,000 - 99.999
1
US$ 30.000
30
15,00(1 49.999
5
US$ 120.000
73
5,000 - 14.999
10
US$ 57.500
74
1,000 - 4,999
7
US$ 8500
35
Less than 1.000
10
US$ 4.300
65
Trade Payments By Industry Based on 24 months of data)
Last
Number of
Hi�ie
Payment
Credit
IndustryCat,eVry
- Experiences
JUS$)
. 22 - Textile Mill Products
1
200,000
2221 - Manmade broadwvn mill
1
200,000
25 - Furniture and Fixtures
4
40,000
2521 - Mfg wood office furn
1
1,000
2522 - Mfg nonwd office furn
2
40,000
2541 - Mfg wood fixtures
1
20,000
= 32 - Stone, Clay, Glass, and
1
S.000
Concrete Products
3291 - Mfg abrasive products
1
S.OUO
33 - Primary Metal Industries
1
2S,000
3354 - Mfg alum extrud prdts
1
2S,000
= 35 - Industrial and Commercial
1
S,000
Machinery and Computer
Equipment
3572 - Mfg computer storage
1
5,000
%Within
1-30
31-60
61-90
91-
Ter'ms
Gays
Days
Rays
Days
(Expand to
Late
Late
Late
Late
View)
N)
l%)
M
M5
3O
50
O
0
0
0
0
5O
30
0
49
0
49
0
2
50
0
SU
0
0
100
0
O
0
0
100
0
U
0
0
0 100 0 0 0
La st
%Within
1-30
31-60
61-90
91-
Numhernf
Higr
Terms
Days
Days
Days
Days
Payment
Credit
{Expand to
Late
Late
Late
Late
Industry Category
Experiences
{US$}
View)
f%]
i°h]
[]
{'fui
+ 42 - Motor PreightTransportation
2
1,000
and Warehousing
4213 - Trucking non - local
1
1.000
100
4
0
0
4
4214 - Loral truck wfstorage
1
1.000
0
54
50
0
4
w 45 - Transportation by Air
1
250
4513 - Air courier service
1
2 S0
50
0
SO
0
4
48 - Communications
1
7S0
4813 - Telephone commiuni€tns
1
750
100
0
U
0
4
+ 49 - Electric, Gas and Sanitary
1
750
Services
49T1 - Electric services
1
7S0
100
0
U
0
4
+ 50 - Wholesale Trade durable
6
7.SU0
Goads
5065 - Whol electronic parts
1
1.000
100
0
U
0
4
5072 - Whol hardware
2
7.500
100
0
U
0
4
5074 - Whol plumbJhydronics
2
1.000
S
95
U
0
4
5085 - Whal industrial suppl
1
0
0
0
U
0
4
+ 51 - Wholesale Trade -
6
130,000
Nondurable Goods
5112 - Whol ofice supplies
2
500
50
17
U
0
33
5113 - Whol servi€e paper
2
5,000
52
48
U
0
4
5131 - Whol piecegoods
2
80,000
50
50
U
0
4
61 - Nondepos; itoryCredit
1
250
Institutions
6153 - Short-trm burn €red it
1
250
100
4
U
0
4
73 - Business Services
3
241.000
7363 - Help supply service
2
241.000
80
14
14)
0
4
7389 - Mis€ business service
1
0
0
4
U
0
4
+ 87 - Engineering Accounting
1
5.000
Research Ma nagemen t a nd
Related Services
8734 - Testing laboratory
1
5.000
50
50
U
0
0
+ 91- ExecutiveLegislativeand
2
1S.000
General Government except
Finance
9111 - Executive office
1
5,000
100
0
U
0
4
9121 - Legislative body
1
15,000
100
0
U
0
4
93 - Public Finance Taxation and
3
10.000
Monetary Policy
9311 - Public finance
3
10.000
100
0
U
0
4
+ 99 Non€lassifiable
1
2.500
Establishments
Industry Category
9999 Nonclassified
La st
Numherofr Hi9T
Payment Credit
Experiences (USS)
1 500
%Within
1-30
31-60
61-90
91-
Terms
Days
days
Days
Days
(Expand to
Late
Late
Late
Late
View)
N)
C%)
N)
M
0
100
0
0
0
Trade Lines
Dateof
Selling
High Credit
Now Owes
Past Due
Experience
+ Payment Status
Terms
lus$)
{USSI
(USS)
Months Since Last Sale
07119
Pays Slow 30+
N30
2,500
500
250
1
06f19
Pays Promptly
2O,013O
7,500
0
1
o6f19
Pays Promptly
7s0
0
0
1
06f19
Pays Promptly
25O
0
0
Eietween 4 and 5
Months
06f19
Pays Promptly
N30
0
0
0
1
06f19
Pays Prompt to Slow
200,O00
100,000
3QU00
1
30+
06fl9
Pays Prom ptto51DW
5,000
100
100
1
30+
06f19
Pays Prompt to Slow
5,000
5,000
1,000
1
30+
O6f19
Pays PrompttoSlow
40,DO0
40,000
15,000
1
60+
06fl9
Pays Prom Pt to Slovr
210,01XI
1,000
0
1
60+
06f19
Pays Prom Pt to Slow
250
250
50
1
60+
06f19
Pays Prom Pt to SIOW
N30
500
250
250
Between 6 and 12
150+
Months
D6f19
Pays Slow 30+
5,000
0
0
Between 6 and 12
Months
06f19
Pays Promptly
5,000
0
0
Detween 6 and 12
Months
06f19
Pays Slow 30-60+
Regular
5,000
0
0
Between 2 and 3
terms
Months
06f19
Pays Slow 60-90+
1,DD0
1,000
1,000
1
06f19
Cash
500
0
0
Between 6 and 12
account
Months
06f19
Cash
250
0
0
Between 2 and 3
a€€count
Months
06fl9
Cash
2s0
0
0
Between 6 and 12
account
Months
06f19
Cash
100
0
0
Between 6 and 12
account
Months
06f19
Cash
100
0
0
Between 2 and 3
account
Months
06f19
Cash
sO
1
a€€aunt
dateof
Selling
High CFedit
Now Owes
Past Due
Experience
Payment Status
Terms
MW
(US$)
cuss)
Months Since Last Sale
06f19
pays Slow 30+
1,000
250
250
1
05119
Pays Prompt to Slow
N30
B0,000
80.000
1U,UU0
1
30+
05119
Pays Prompt to Slow
N30
500
500
250
1
30+
05119
-
50
-
Between 2 and 3
Months
OAf19
Pays Promptly
75U
0
0
Between d and 5
Months
04l19
Cash
100
-
Between 6 and 12
account
Months
OAf19
Cash
10U
1
account
04119
Cash
SO
1
account
03119
Pays Promptly
1,000
0
0
Between 6 and 12
Months
03119
Pays Slow 30-50+
-
1,000
0
0
Between 2 and 3
Months
02119
Pays Slow 90+
1 15 N30
75U
0
0
Between 6 and 12
Months
02f19
Pays Prompt to Slow
-
250
0
0
Between 6 and 12
15+
Months
01119
Pays Promptly
7,500
250
0
1
01119
Pays Promptly
5,000
0
0
Between 2 and 3
Months
01119
Pays Promptly
15,OU❑
-
1
12118
Cash
SO
1
account
10f18
SO
1
10f18
50
1
10f18
Cash
250
1
account
091f8
Pays Promptly
5,000
1
09118
Cash
100
1
ac€aunt
06118
Pays Promptly
0
0
0
Between 6 and 12
Months
O9118
Cash
SO
-
Between 2 and 3
account
Months
07118
Cash
10U
1
account
07118
Cash
SO
1
account
07118
Cash
100
1
ac€ou nt
06118
Pays Promptly
10,000
-
1
06118
Pays Promptly
250
0
0
Betweer 6 ano 12
Mantas
05118
Pays Promptly
25,000
-25,000
0
1
date of
Selling
High Credit
Now Owes
Past Due
Experience
- Payment Status
Terns
111W
[USQ
cuss)
Months Since Last Sale
0Sf18
Cash
50
1
account
04118
Cash
-
Between 6 and T2
account
M onth s
OB118
Pays Promptly
St1
0
0
Between 6 and 12
Months
02J18
Pays Promptly
S,ODU
1
12f17
Pays Promptly
1,OOt]
0
0
Between 6 and 12
Months
12f17
Cash
1UU
1
account
09117
Pays Promptly
1,00t1
0
0
1
09117
Cash
25(1
1
account
Legal Events
The following Public Fling data is for information purposes only and is not the official record- Certified €spies can only
be obtained from the official source.
Judgemenrs Liens SuitsU}CC Flings
L
0 I 0 L
Latest Filing - Latest Fling C& 14-2U16 Latest Firms - Latent Flag 11-2&2047
Events
Lien - Tax Lien
Fling Date
06-14,2016
Fling Number
11012929
Status
Open
Cate Status Attained
06-14,2016
Received Data
06-21-2016
Amount
US$ 14.522
Cebtors
KIM BALL OFFICE INCORPORATED
Creditors
STATE OF INDI.ANA
Court
MARION COUNTY CIRCUIT COURT, INDIANAPOLIS, IN
UCC Flling Original
Fling Date
11-22,2007
Filing Number
07000110526Ad
Received Date
12-11-2007
Collateral
Leased Equipment
Secured Party
WHAYNE SUPPLY COMPANY, LOUISVILLE, KY
Debtors
KIMBALL INTERNATIONAL MARKETING, INC.,JASPER, IN
Filing Office
SECRETARY OF STATUUCC DWI 51ON. IN DIANAPOLIS, IN
The public reeved items contained in this report may have been paid, terminated, vacated or released prior to the date
this re port was printed_This information may not be reproduced in whale or in part by any means of reproduction
There may be additional UCC Filings in D&B's fileon this comp any available bycontacting 1-EM-234-3867.
There may be additional suits, liens, or judgements in D&B's file on this company available in the U-S_ Public Records
Database, also covered under your contract- If you would like more information an this database, please €on tact the
Customer Resource Center at 1-800-234-3867_
I A lien holder can file the same lien in more than one filing location- The appearance of multiple liens filed by the same
lien holder again sta debtor may be indicative of such an occurrence -
Special Events
12-24.1a10
A Rating change has occurred on this company -
95-25.7415
This company is an operating subsidiary of Kimha11 Furniture Group, LLC, jasper, IN.
Business started 1986 by the parent €ampany. Present control suc€eeded Mar 2016.
The Chief Executive Officer is now Michael Wagner, Pres--
Company Profile
Company Overview
D-U-N-S
79-7 31- 2147
Legal Form
Corporation (US)
History Record
Clear
Date Incorparated
09 18 1996
State of Incorporation
Indiana
Ownership
hot publicly traded
Business Registration
Mailing Address
'.Ir cea States
Telephone
(912} 482 1606
Wabsite
www.Ici mba I Iofficefurnitu re. com
Present Con t ro I Su cceeded
2016
Employees
1.500 (599 sere;
Aga (Year Started)
32 yea rs (19B6)
Named Principal
Michael Wagner, PRES.
Line of Business
Mfg office fu m i ture-n onvrned
Corporate and business registrations reported by the secretary of state or other official source as cf: 06-30-2019
This data is for informatiflnal purposes only, certification can only be obtained through the Office of the Secretary of State.
Registered Name
KIMBALL OFF10E INC.
Corporation Type
Corporation (US)
Business Commenced On
198153
State of I ncorpo ration
INDIANA
Cate Incorporated
08 18 1985
Registration ID
1986U8-S37
Registration Status
ACTIVE
Fling Date
08-18-1996
Where Fled
SECRETARY OF STATE1CO RPORATIO NS DIVISION
Registered Agent
Name Julia E- Heitz Cassidy
Address 16UU Royal Street jasper, IN,47SdG2256
Piin cipa Is
Officers
DOUGLASA HABIG, CHB
THOMAS L HABIG, V C H B
JAMES C THYEN, PRES- CEO
R0NALDITHYEN, SR EXEC PRES
JOHN TTHYEN, SR EXEC Y PRIES
C. ALLEN PARKER, V PRIES
R. GREGORYKINCER,TREAS
Directors
DIRECTOR(S): THE OFFICER(S)
Company Events
The following information was reported on: 11-03-2018
The Indiana Secretary of 5tate's husiness registrations file showed that Kimball International Marketing, Inc. was registered
as a corporation on August 1E, 1986. Ely charter amendment the husiness name was changed to Kimball Office Inc. on April
12. 2011.
Business started 1986 by the parent company- Present control succeeded Mar 2016. 100% of capital stock is owned by
Ki mbal I ntem atinn al Inc.
DOUGLAS A HABIG born 1945. 1975-present employed here; 1981 president; 1990 CEO- 1971-1975 employed with Indiana
National Bank, commercial loan officer- 1969-1971 served the United States Army. Graduated from St Louis University in
1967with a RA degree and from Indiana University in 1969with an MBA Degree.
THOMAS L HABIG barn 1928. 1952-present active with parent company- 19SOgraduated Tulane University, New Orleans, LA.
JAM ES C THYEN barn T944. 1567-present a€tine with parent company. 1965 graduated Xavier University, Cincinnati, OH (BS)
and 1967Indiana University, Bloomington, IN [MBA].
RONALDJ7HYEN born 1937. 1959-present active with parent. 1959graduated from Notre Dame University, South Bend, IN.
JOHN T THYEN born 1938. 1961-present active with parent company-
C. ALLEN PARKER. Antecedents are unknown .
R- GREGORY KINCER-Ante€edents are unknown .
Business Activities And Employees
The follow ng information was reported on: 11-03-2.1018
Busin ess I nform at io n
Trade Names (SUBSIDIARY OF KIMBALLRIRNITURE GROUP, LLC,JASPER, IN)
Business Information
Description Subsidiary of Kimball Furniture -Group. Uc, Jasper, IN started 1998 which operates
as Mfg woad office furniture, mfg office furniture-nonwood- Parent company owns
1009E of capital stock -
As noted, this company is a subsidiary of Kimball Furniture Group, L-C, DUNS
number 79-473-2313 and reference is made to that report for background
information on the parent company and its management
Man ufa€cures non wooden office fumiture,spec ialixing in desks ortab les(1(1U°6)-
ADDITIONALTELEPHONE NUMBER(S)= Toll Free SUU 482-181E.
Terms are Net 311 days- Sells w dealers and government accounts- Territory =
International.
Employees
Financing Status
ImportfExport
Seasonality
Facilities
Location
SICENAICS Information
SIC Codes
2522
2522.0400
NAICS Codes
337214
Govern ment Activity
Activity Summary
2,500 which includes officer{sk 500 employed here.
Unsecured
Import
Nonseasonal -
Lea ses 195,000 sq- ft. in a two story brick building Shares with par Ent comp any.
Industrial section on main street
Borrower(DirfGuar)
No
Administrative Debt
No
Contractor
No
Grantee
No
Party excluded from federal
No
program(s)
SIC Description
Mfg office furniture- nonwood
Office desks and tables, except wood
NAICS Description
Office Furniture (except Wood) Manufacturing
Percentage of
Business
Financials
D&B currently has no financial information on file for this company
This inkwrnauan may nut be reproduced in whoLe or in part by arty means of reproduction.
(DOun & Bradstreet Inc_2019_kll Qhos reserved
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
F. Describe any green or environmental initiatives or policies.
SUSTAINABILITY
Kimball Office Inc. has a long history as an environmentally sensitive company.
From our Company's inception as a wood furniture manufacturer, relying on
nature's resources to create our products, the ideas of conservation and
sustainability, of sensitivity toward our environment, have been deeply ingrained
in our culture. Concern for our environment and "leading by example" in the
promotion of environmentally responsible business practices is something that
Kimball Office Inc. believes in as part of our corporate philosophies. Kimball
Office Inc.'s sustainability practices include initiatives to reduce water usage,
solid waste generation, VOC emissions, hazardous waste materials and
Greenhouse Gases. Environmental goals are set and results measured against
benchmarks.
Environmental
Kimball Office Inc. is dedicated to continued excellence, leadership and
stewardship in protecting the environment, the health and safety of our
employees and the members of the communities in which we work and live. Our
commitment is to exceed customer expectations and to fully comply with
Federal, State and Local environmental regulations. Within the design and
production of product, in collaboration with our customers and suppliers, we
strive to eliminate pollution generated at the source, to use renewable materials
and to maximize the reclamation and recycling of materials to minimize adverse
impact on the environment.
All Kimball Office Inc. manufacturing locations have implemented an
Environmental Management System (EMS) and nearly all of
these locations have achieved third party ISO 14001 registration, the global
standard for environmental protection and commitment to continuous
improvement. The ISO 14001 Environmental Management System requires
continuous improvement initiatives to reduce impacts on the environment.
Waste Reduction and Recycling
Kimball Office Inc.'s Corporate Recycle Center (CRC) supports the programs of
numerous regional facilities, providing a central location for consolidating
recyclable materials for re -sale and transport. Currently the CRC recycles over
65 different waste materials. Among the materials recycled are steel, aluminum,
glass, fabrics, printer cartridges, electronic equipment, and several types of
plastic, wood and cardboard, which is either sold for re -use or recycled by type
of material. The sustainability and continuous improvement projects have
reduced the overall waste generated at Kimball Office Inc. facilities as the
amount of recycling has steadily increase.
32
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
F. Describe any green or environmental initiatives or policies.
Sustainable Global Wood Purchasing
Kimball Office Inc. strives to ensure that wood used in the manufacturing of our
products is obtained from environmentally and socially responsible sources.
Knowing we are procuring wood responsibly not only supports our sustainability
initiatives, but also provides assurance that our wood -based components have the
lowest possible burden on the global environment. It is Kimball Office Inc.'s policy
to work with partners who share our values of responsible management of wood
from the forests where our raw materials are harvested. Kimball Office Inc. strives
to use wood from properly managed forests to reduce the environmental impact
we have on our industry.
Kimball Office Inc. expects suppliers of wood -based materials to follow all
applicable laws of the United States of America including the Lacey Act, in
addition to laws of the country where they are located and international treaties
and agreements to which the United States is a signatory. We will not use species
listed in CITES (Convention on International Trade in Endangered Species of Wild
Fauna and Flora) Appendices I or 11, for the manufacturing of our products. Our
Supply Chain Team will give preference to suppliers who participate in the
following programs: Forest Stewardship Council (FSC), Sustainable Forestry
Initiative (SFI), American Tree Farm System (ATFS), Canadian Standards
Association (CSA), Programme for the Endorsement of Forest Certification
(PEFC), and Composite Panel Association's Eco Certified Composite (ECC).
Kimball Office Inc. conducts business ethically based on our Business Partner
Code of Conduct and expects our business partners to do so as well.
G. Describe any diversity programs or partners supplier does business with and
how Participating Agencies may use diverse partners through the Master
Agreement. Indicate how, if at all, pricing changes when using the diversity
program.
Diversity is a core principle for Kimball. Kimball International is a publicly traded
company (KBAL) led by our CEO Kristie Juster and President Phyllis Goetz. We
are not a minority or women owned business, however we focus and support
diversity owned dealers and suppliers. Our number of minority -owned Select
Dealers is 48%. We measure utilization of these businesses and work to facilitate
growth and opportunities to these entities. We have tracking tools in place and, on
a quarterly basis, review our spend dollars and percentages in various diverse
supplier categories (as defined by the US Government). We also track any efforts
we undertake relative to initiating discussions with and possibly bringing on new
diverse suppliers, dealers, and other subcontractors. Kimball can provide first tier
minority spend reports upon request.
33
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
H. Describe any historically underutilized business certifications supplier holds
and the certifying agency. This may include business enterprises such as
minority and women owned, small or disadvantaged, disable veterans, etc.
Kimball Office Inc. does not hold underutilized business certifications, but actively
pursues and works with such entities through our dealer network.
I. Describe how supplier differentiates itself from its competitors.
While trends may come and go, Kimball has a longstanding history of being able
to evolve. To embrace what's new and take it to the next level. From our origins
as a piano maker to one of today's leading furniture companies, our purpose has
remained constant —to help people achieve their potential in their own, unique
way. Being nimble, quick, and approachable allows us to make a difference for
each individual customer. The average tenure for a Kimball team member is over
15 years and many of our customers and suppliers have been with us for 40 or
more years.
We keep good company —actively listening to our customers, brilliant partners,
and industry thought leaders —and invite collaborative discussions that challenge
what's familiar and inspire fresh ideas. Driven by curiosity and inspired to
empower people, we craft what's next, so you can work your way. We've found
that what drives our purpose are the exact things that bring value to our
relationship with you:
Authenticity- Being authentic keeps us grounded in integrity, humility, and
warmth —all of which helps us build deeper connections with our customers and
create great customer experiences for them.
Curiosity- We believe that curiosity is the starting point to addressing unmet
needs. By asking you the right questions, we're able to develop just the right
answers that solve for all the different ways your people want to work.
A Culture of Caring- Understanding how we're all interconnected makes us more
invested and serve as better partners —to our customers, to our communities, and
to the world.
Insightfulness- Being insightful means inspiring more "aha" moments for our
customers and paves the way for us to craft forward -thinking solutions that
respond to their ever -evolving needs.
34
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Describe any present or past litigation, bankruptcy or reorganization
involving supplier.
The Company is not currently involved as a party, nor has it been a party in the
last ten years to any litigation that had or is likely to have any material impact on
the Company. The Company has never sought bankruptcy protection, nor has the
Company otherwise pursued any form of legal reorganization based on
opportunities to reorganize to address financial issues that may be afforded under
any federal or state law.
K. Felony Conviction Notice: Indicate if the supplier
a. is a publicly held corporation and this reporting requirement is
not applicable;
b. is not owned or operated by anyone who has been convicted of a
felony; or
c. is owned or operated by and individual(s) who has been convicted of a
felony and provide the names and convictions.
a. Kimball International Inc is a publicly held corporation, whose subsidiary
Kimball Office Inc. is responding to this bid, therefore this reporting requirement is
not applicable.
L. Describe any debarment or suspension actions taken against supplier
Kimball Office Inc. Inc has not had any debarment or suspension actions taken
against the Company.
3.2 Distribution, Logistics
A. Describe the full line ofProducts and Services offered by Company.
Kimball Product Lines:
Open Plan
h.
KOREWork Cart
NarTates
frxt`s
l 11
d
i
ilo-
Xsede"� Power Beare
KOREI
Xsede'�'
Canopy
Xsedee Height Adjust
Xsitea
Kimball`
Kimball Product Lines:
Open Plan
lnterwar&D EQ Cetra7' Foatprint&
E
Priority'' ❑ocO Work Tables Traxx"' & Tiles
Perks Fundamental'e Files LFTM Series
Kimball`
Kimball Product Lines:
Desks
KORETM Wcrk Cart
Definition@
KORE'
FfuenC
MMMM
�I K
a� •a
•
PFi0riI.VT"'
Transcend'o
Kimball`
Kimball Product Lines:
Desks
FaotprinO
E) Heritage collection
Senator's
Guide
President"
Xsedeo Height Adjust
InnsbrucC
Kimball`
Kimball Product Lines:
Seating
Pepo
J
Nash'h'
Theo"'
Abbott'
J
Lusso..
Splendero
Poly T'I
dw
Kimball'
Kimball Product Lines:
Seating
Tucker
Niles
Jaelle'' Behavioral W61ness
%p
Bloomo
fixto
Helio"M
Flip'a
GreerR
Pairings Health
Kimball`
Kimball Product Lines:
Seating
Spruce"m Behavioral Wellness Sycamore"" Metal Wilder""
j oel le "'
Boydo
Villa' Wish"'
1 ►�
Event'" Pose
Kimball`
Kimball Product Lines:
Seating
Collage7'
Adag�atoT"
Sycamore"'
Acapella@
Spruce'
Villa" Health Sieep Sofa
Bede
Alp€neTM
Wlaw Health
Kimball`
Kimball Product Lines:
Seating
Men`
Physician ! Exam Stoat
Stature@
Meadow m
Itsa TK
Shore@
Bingoe
Enjoy'
Kimball`
Kimball Product Lines:
Seating
B Heritage collection
Clairmont'"'
Independence Newcastle'
Independence Hillsborough v
Independence Springfield'
Independence Richland`
Independence Suffcftm
Kimball`
Kimball Product Lines:
Storage
Stow -T"
Foatprinto Pullout Storage
Footprints
Ai[erna
KOPF
Fluent''
4
fixt'D
Xsedeo� Media Cart
���� sMONO
Pri a city'"
Kimball`
Kimball Product Lines:
Storage
Definition"
iranscendo�
Fundamentalo Files
LF"" Series Complementary Furniture Sanctuary"
E) Heritage collection
Senator^ President"m Innsbruck"'
Kimball`
Kimball Product Lines:
Tables
f i fit",
Qacke Meeting
Pairings
Docko Training
Bloom
Teem`D
�I
Spruce" Theo Xsede� Height Adjust
Kimball`
Kimball Product Lines:
Tables
+CORE
Scenanc)w
Priority~
DocO Work Tables
As pi re@
❑efinitiDO
ContemporaryFFransitional Tables
777
Configuration Tables
` 1,,,t r
Kimball`
Kimball Product Lines:
Tables
Footprint"'
Ik
Bens
averbed Tables
r
Transcend''
min
Pose'"
Cube & Cylinder
villa'
Arpeggio"'
Traditional Tables
Kimball`
Kimball Product Lines:
Tables
0 Heritage Collection
Senator'11
Modular Caseworks
Alterna
President TM
kid
Innsbruck TM
Kimball`
Kimball Product Lines:
Benching
C a rl opy�v
h� •
16
Xsede'E
aocO Work Tables
NarrateoD
Xsede`_' Height Adjust
Fcotprinto
Prfofltjj_",
Kimball`
Kimball Product Lines:
Height Adjust
4
KORE- Work Cart
TM
Priority
Canopy'
TM
Scenario
Rock'O Training
r
Xsedeo Haight Adjust
Kimball`
Kimball Product Lines:
Technology
Bluetooth Speaker
wePresento
Jolt'
Optix
Kimball`
Kimball Product Lines:
Accessories
R 2!6&
- UU,
Stow'
Xsedeo Media Cart
KORE'
Teen: -
Complementary Furniture
Narrateo
Xsede� Power Beam
Perks-q
Kimball'
Kimball Product Lines:
Accessories
JIF
Traxxo & Tiles Fluent m Scenario
fief nitiono
Kimball`
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
B. Describe how supplier proposes to distribute the products/service nationwide.
Include any states where products and services will not be offered under
the Master Agreement, including U.S. Territories and Outlying Areas.
Kimball Office Inc. utilizes their own trucking fleet as well as LTL carriers to
insure timely deliveries. Delivery and Installation is coordinated with the dealers
depending on the size and scope of the individual projects. The primary concern
is that the customer's wishes are being met so when unique situations arise the
solution sometimes must be customized but all installs will be serviced by the
dealer install team so that ongoing service and care is available at a local level.
C. Identify all other companies that will be involved in processing, handling or
shipping the products/service to the end user.
• Kimball Truck Fleet
• Nationwide Industry Recognized LTL Truck Fleets
• Authorized Dealer network
D. Provide the number, size and location of Supplier's distribution facilities,
warehouses and retail network as applicable.
Distribution Facilities / Warehouses: (3)
• Distribution Center #2
Santa Claus, IN
363,000 Sq. Ft.
• Distribution Center #3
Jasper, IN
155,523 Sq. Ft.
• Distribution Center #4
Jasper, IN
220,541 Sq. Ft.
ATLANTA
3445 Peachtree Road Suite 400
Me hta, GA 30326 1 000.390.1076
DALLAS
2100 McKinney Avenue Suite 1850
Dallas, TX 75201 1 300.835.4904
�
rr:
BOSTON
CHICAGO
70 Franklin Street
325 North Wells Street Suite 100
Boston, MA 02110 1 8006184436
Chicago, IL 60654 1800 349 9827
LOS ANGELES
WASHINGTON DC
500 South Grand Avenue Bilhnore Towers 24� Flour
1130 Connecticut Avenue NW Suite 1150
Los Angeles, CA 90071 1 000 2033688
Washington, DC 20036 1 800.637.6996
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
3.3 Marketing and Sales
A. Provide a detailed ninety -day plan beginning from award date of the Master
Agreement describing the strategy to immediately implement the Master
Agreement as supplier's primary go to market strategy for Public Agencies
to supplier's teams nationwide, to include, but not limited to:
Executive leadership endorsement and sponsorship of the award as
the public sector go -to -market strategy within first 10 days
Kimball Office Inc. Executive Leadership, in conjunction with OMNIA Partners
Leadership, will communicate a new OMNIA Partners contract through its website and
direct communication to its selling teams and dealerships.
ii. Training and education of Supplier's national sales force with
participation from the Supplier's executive leadership, along with the
OMNIA Partners team within first 90 days
Within 10 days of award:
-Kimball Office Inc. Executive leadership and OMNIA Partners Executive leadership
will communicate the new OMNIA Partners contract though its website and direct
communications to its sales teams and authorized distribution channel.
Within 30 days of award:
-Schedule a meeting with OMNIA Partners officials to review contract expectations.
-Develop a Nationwide joint marketing/sales plan with OMNIA Partners.
-Review, train, and present contract changes to Kimball Office Inc. Sales Managers.
-Review, train and present contract changes to Internal Contract Support team and
Customer Service teams.
Within 60 days of the award:
-Create power point and other types of communication that highlight new award and its
changes.
-Create presentation and develop training schedule for all Kimball Office Inc.
-Review all existing opportunities and notify of new award and date. Within 90 days of
the award:
-Complete presentation and roll out to all Kimball Office Inc. Distribution channel.
-Develop tracking plan for new contract progress.
-Meet with OMNIA Partners to review progress and activity.
-Further develop new OMNIA Partners exchange program and exchange of data
regarding new contract sales opportunities.
59
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
3.3 Marketing and Sales
B. Provide a detailed ninety -day plan beginning from award date of the Master
Agreement describing the strategy to market the Master Agreement to current
Participating Public Agencies, existing Public Agency customers of Supplier,
as well as to prospective Public Agencies nationwide immediately upon
award, to include, but not limited to:
i. Creation and distribution of a co -branded press release to
trade publications
Kimball Office Inc. Marketing team will work with OMNIA Partners Marketing team to
develop a co -branded press release to distribute to various trade publications within the
first 10 days of award.
ii. Announcement, contract details and contact information published on
the Supplier's website within first 90 days
A notification will be sent out within the first 30 days of award announcing the new
award to our dealers via our Kimball Office Inc. brand specific websites.
iii. Design, publication and distribution of co -branded marketing materials
within first 90 days
Kimball Office will complete a new OMNIA Partners marketing piece for hand out and
email distribution to promote the new contract.
iv. Commitment to attendance and participation with OMNIA Partners at
national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e.
Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.)
and supplier -specific trade shows, conferences and meetings throughout
the term of the Master Agreement
Kimball Office Inc. commits to work with OMNIA Partners to secure booth space for all
shows that OMNIA Partners will be attending that Kimball Office Inc. believes will
impact our success with this contract.
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
3.3 Marketing and Sales
V. Commitment to attend, exhibit and participate at the NIGP Annual
Forum in an area reserved by OMNIA Partners for partner suppliers.
Booth space will be purchased and staffed by Supplier. In addition,
Supplier commits to provide reasonable assistance to the overall
promotion and marketing efforts for the NIGP Annual Forum, as
directed by OMNIA Partners.
Kimball Office Inc. commits to purchase 10x10 booth space in designated area
selected by OMNIA Partners at NIGP Annual Forum and identified regional trade
shows where the OMNIA Partners program has focus. Kimball Office Inc. will
provide representation to man the booth as well as assist in the marketing plans and
give-away suggestions provided by OMNIA Partners.
vi. Design and publication of national and regional advertising in trade
publications throughout the term of the Master Agreement Ongoing
marketing and promotion of the Master Agreement throughout its term
(case studies, collateral pieces, presentations, promotions, etc.)
Dedicated OMNIA Partners internet web -based homepage on Supplier's
website with:
Kimball Office Inc. will continue to promote the OMNIA Partners agreement through
publications and websites in identified trade publications.
vii. Dedicated OMNIA Partners internet web -based homepage on Supplier's
website with:
Kimball Office Inc. will continue to develop marketing materials in conjunction with
OMNIA Partners to promote the master agreement throughout its term (case
studies, training materials and end -user presentations.)
ONINIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
viii. Dedicated OMNIA Partners internet web -based homepage on Supplier's
website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of contract and amendments between Principal Procurement Agency and
Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners' website including the online registration
page;
• A dedicated toll -free number and email address for OMNIA Partners
Kimball Office Inc. agrees to continue to maintain OMNIA Partners dedicated webpages
on www.Kimball.com and www.nationalofficefurniture.com. These sites will include the
OMNIA Partners logo, copy of the original RFP, copy of the contract and amendments,
summary of products and pricing, marketing materials, and a link to the OMNIA Partners
online registration. Additionally, Kimball Office Inc. agrees to provide OMNIA Partners
the materials needed to develop and maintain current information on their website as
well.
C. Describe how Supplier will transition any existing Public Agency customers'
accounts to the Master Agreement available nationally through OMNIA
Partners. Include a list of current cooperative contracts (regional and
national) Supplier holds and describe how the Master Agreement will be
positioned among the other cooperative agreements.
After detailed training, our Sales Representatives, in conjunction with our Servicing
Dealer Network will contact OMNIA Partners participating agencies to announce our
new contract. The announcement will initiate contact in many forms — in person
presentations, phone calls, ecards, etc. Initially our sales teams will focus on our existing
customers — most of these customers will be contacted in person to educate them on
our new contract. Our existing customers are familiar with our products and services,
these calls will focus on OMNIA Partners education and the benefits associated with our
new agreement. In addition to our current customers, we will focus on new opportunities
and new customers. Kimball Office Inc. has a long history of being active participants in
trade shows like NIGP. We will continue to market our products and services through the
OMNIA Partners contract at the trade shows. We will follow up with all leads generated
during those trade shows. We will also establish a customer service program. This
program will focus on our existing customers — the intent to identify those customers
who are not using the contract and provide a list to management so that we can ensure
that the customer has been approached and provided the correct information. This
program will also afford us the opportunity to work with OMNIA Partners on those
customers that we are having problems transitioning. We believe with the commitment
and support of Kimball Office Inc.'s entire sales force that the focus and measurements
will be in place to market this agreement into success for all parties.
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and
agrees to provide permission for reproduction of such logo in
marketing communications and promotions. Acknowledge that use of
OMNIA Partners logo will require permission for reproduction, as well.
Kimball Office Inc. will provide OMNIA Partners with its company/corporate logo(s) for
use in marketing communications and promotions. Kimball Office Inc. authorizes
OMNIA Partners to reproduce such logo(s) in marketing communications and
promotions providing the logo and use meet Kimball International's marketing
requirements. Kimball Office Inc. will work with OMNIA Partners to make sure this
happens.
E. Confirm Supplier will be proactive in direct sales of Supplier's goods and
services to Public Agencies nationwide and the timely follow up to leads
established by OMNIA Partners. All sales materials are to use the OMNIA
Partners logo. At a minimum, the Supplier's sales initiatives should
communicate:
i. Master Agreement was competitively solicited and publicly awarded by
a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive
Kimball Office Inc. agrees to develop a marketing plan to reach public agencies
nationwide participating in the OMNIA Partners program. At the very least, Kimball
Office Inc. will develop a direct marketing approach that will communicate the
requirements of OMNIA Partners as well as a program to follow up with those
agencies.
F. Confirm Supplier will train its national sales force on the Master Agreement.
At a minimum, sales training should include:
i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii. Awareness of the range of Public Agencies that can utilize the Master
Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts
Kimball Office Inc. sales team is seasoned and have expert knowledge and selling
experience with the OMNIA Partners contract. Many of our sales resources have a
very positive working relationship with their OMNIA Partners counterparts. A new
award will allow Kimball Office Inc. and OMNIA Partners to continue to expand our
selling team relationships. All selling teams are trained on the key features of the
contract through regular webinars by the program owner. All selling teams have a true
understanding of public solicitation processes and how OMNIA Partners eliminates the
need for the agencies to go through the bid process, therefore saving time and
resources. We continue to work with the OMNIA Partners teams to expand the use of
the program via the wide range of public agencies that can access OMNIA Partners.
63
ONINIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
G. Provide the name, title, email and phone number for the person(s), who will be
responsible for:
i. Executive Support
ii. Marketing
iii. Sales
iv. Sales Support
v. Financial Reporting
vi. Accounts Payable
vii. Contracts
The contact information for this position is:
Executive Support: Phyllis Goetz
President, Kimball Office Inc. Kimball Office Inc.
1600 Royal Street Jasper, IN 47549-1022 PH: 800-482-1616
EM: Phyllis.Goetz@Kimball.com
Marketing: Wendy Murray
Director of Brand Marketing 1600 Royal Street
Jasper, IN 47549-1022
PH: 800-482-1616 ext. 6685
EM: Wendy. Murray@Kimball.com
Sales: Rhonda Hammack
Director, Government Sales 1600 Royal Street
Jasper, IN 47549-1022 PH: 443-745-1272
EM: Rhonda.Hammack@Kimball.com
Sales Support: Kris Kendall
Government Sales Specialist 1600 Royal Street
Jasper, IN 47549-1022
PH: 800-482-1616 ext. 8644
EM: Kris.Kendall@Kimball.com
Financial Reporting: Carolyn Brewer
Assistant Controller 1600 Royal Street Jasper, IN 47549-1022
PH: 800-482-1616 ext. 8518
EM: Carolyn.Brewer@Kimball.com
Contracts:
Stacy Huelsman
Commercial Contract Mgr 1600 Royal Street
Jasper, IN 47549-1022
PH: 800-482-1616 ext. 8108
EM: Stacy.Huelsman@Kimball.com
H. Describe in detail how Company's national sales force is structured, including
contact information for the highest -level executive in charge of the sales
team.
ONINIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Kimball Office has Sales Representatives in all 50 States. The direct sales team is divided
into separate categories. Representation is primarily structured to focus on Sales and
Service to our end customers and to our authorized Dealer Network. Other representation
is the Government Sales. We have specialized Sales Representatives that focus entirely
on Government business. Another important aspect of our business is the A&D community
and we have sales representation focusing on that important link to the sales process. The
country is divided into
(10) regions and a Regional manager is assigned to each region. The Sales Team
members report to the Regional managers. Leading the Regional Managers are two
Director of Sales positions, one for the Eastern half of the country and one for the Western
half of the country. A Director of A&D leads the A&D team. In the Government sector, we
have a Director of Government Sales. The four Directors report to the Vice President of
Sales. The Vice President of Sales reports to the highest Executive level in the in the sales
organization. That position is President of Kimball Office.
Explain in detail how the sales teams will work with the OMNIA Partners
team to implement, grow and service the national program.
Kimball Office Government Sales Managers (GSMs) are the program regional owners and
provide program leadership in their respective areas. They work in conjunction with the
OMNIA regional managers in their areas to grow the program sales. Together they
strategize on targeted accounts, leveraging existing contact relationships. They involve the
Kimball Office Region Management team as well as the Market Sales Managers to insure
a constant touch and sales process forward action. The GSM's coordinate Dealer Boot
Camps for both the Public and Education Sector Region Managers. Together they educate
and promote the OMNIA allocating resources appropriately.
J. Explain in detail how Supplier will manage the overall national program
throughout the term of the Master Agreement, including ongoing
coordination of marketing and sales efforts, timely new Participating Public
Agency account set-up, timely contract administration, etc.
Kimball Office has developed the following structure to manage the National IPA program
through the terms of the agreement:
• A dedicated program owner — Rhonda Hammack
• A dedicated contract specialist — Stacy Huelsman
• Regional Program Owners — Five Government Sales Managers
• A dedicated trained internal government support team providing timely
new participant set up.
• A sales reporting structure that provides National IPA monthly sales
reporting requirements by registered end -user.
• A marketing specialist that will work in conjunction with National IPA to
develop joint marketing and sales pieces.
The Kimball Office leadership team has put the resources in place for continued sales
growth. This structure has served us well during the current contract period.
A new contract would allow us to re-train and re -focus for continued sales growth.
ONINIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
K. State the amount of Supplier's Public Agency sales for the previous fiscal year.
Provide a list of Supplier's top 10 Public Agency customers, the total
purchases for each for the previous fiscal year along with a key contact for
each.
Kimball's Public Sector sales volume for fiscal year 2019 $23,642,131.00. Our top
10 accounts are as follows:
Laredo Community College Cosumnes Community
Service University of North Carolina at Chapel Hill City of Dallas
Pima Medical Institute -Tucson Campus — AZ Boston University
City of Stamford Virginia Tech
West Virginia University Robert C Byrd Health NAACP
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
L. Describe Supplier's information systems capabilities and limitations
regarding order management through receipt of payment, including
description of multiple platforms that may be used for any of these functions.
Kimball Office has taken advantage of recent advancements in technology by implementing
and making available to our business partners a number of electronic tools. We have
partnered
with leaders in the software industry to develop and implement these electronic resources to
enhance the Kimball Office experience for our customers. Matched with future advancements
in our E-Business capabilities, these tools allow our customers to easily specify and select
product, view renderings, submit orders and check order status.
Payment Methods:
• Check
• Wire Transfer
• ACH
• EFT
Ordering Methods:
• Mail
• Fax
• Email
• SAP
• EDI
67
OMNIA PARTNERS EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
M. If the Supplier wants to guarantee sales, provide the Contract Sales (as
defined in Section 10 of the National Intergovernmental Purchasing
Alliance Company Administration Agreement) that Supplier will
guarantee each year under the Master Agreement for the initial three
years of the Master Agreement ("Guaranteed Contract Sales").
$ 100,000 .00 in year one
$ .00 in year two
$ .00 in year three
To the extent Supplier guarantees minimum Contract Sales, the
administration fee shall be calculated based on the greater of the actual
Contract Sales and the Guaranteed Contract Sales.
Recent and future events in cooperative purchasing landscape may
create additional challenges, but Kimball Office is committed to strive for
continued annual double-digit contract sales growth. With these
uncertainties Kimball Office therefore will only provide a nominal annual
sales guarantee.
N. Even though it is anticipated many Public Agencies will be able to utilize the
Master Agreement without further formal solicitation, there may be
circumstances where Public Agencies will issue their own solicitations. The
following options are available when responding to a solicitation for
Products covered under the Master Agreement.
Kimball Office Inc. will lead with OMNIA Partners, however; to clarify that
OMNIA Partners does not expect Kimball Office Inc. to walk away from
sales opportunities when the end user rejects use of OMNIA Partners, the
following changes are requested.
For avoidance of doubt, OMNIA Partners does not expect to be paid an
Administrative Fee on sales for which it's use is rejected by the end user and it
performs no functions in relation to those sales.
.:
i. Respond to registered and qualified end National IPA end -users with Master
Agreement pricing (Contract Sales reported to ON IA Partners).
Kimball Office proposes the additional language in red to be added to the
existing statement above.
ii. If competitive conditions require pricing lower than the standard Master Agreement
not -to -exceed pricing, Supplier may respond with lower pricing through the Master
Agreement. If Supplier is awarded the contract, the sales are reported as Contract
Sales to ON IA Partners under the Master Agreement.
Kimball Office Inc. will comply with this request. For clarification, Lower pricing given to
OMNIA Partners members due to competitive reasons will be reported to O IA under the
Master Agreement unless they have an existing standard agreement with Kimball Office Inc.
(brand(s)) at time of award. Kimball Office Inc. will then review in detail when existing
contract is up for renewal.
iii. Respond with pricing higher than Master Agreement only in the unlikely event that
the Public Agency refuses to utilize Master Agreement (Contract Sales are not
reported to ON IA Partners).
Kimball Office Inc. proposes to delete the language as set forth on 3.niii:
Commitment of Exhibit A. In lieu of such language in 3.n.iii, Kimball Office Inc.
commits as follows:
In the event that the Public Agency refuses to utilize Master Agreement, the
Supplier may provide pricing under an alternative agreement. It is considered a
refusal if the Public Agency utilizes a bid/RFP/RFQ process or otherwise chooses not
to utilize National IPA. Sales under this section of refusal by Public Agency are not
considered Contract Sales under ON IA Partners and Administration Fee is not
owed.
iv. If alternative or multiple proposals are permitted, respond with pricing higher than
Master Agreement, and include Master Agreement as the alternate or additional
propcMN. In the event of an award of the higher, customer net price, non- O IA
Partners Master Agreement proposal, sales would not be considered Contract Sales
and no Administrative Fee is owed.
Kimball Office Inc. requests the proposed language in red for clarification purposes.
Detail Supplier's strategies under these options when responding to a solicitation.
Kimball Office Inc. will lead with OMNIA Partners as our primary Cooperative Purchasing
vehicle in all appropriate sales opportunities through bid processes, face to face communication
and marketing strategies. The Administrative fee will be paid on all purchases made by qualified,
registered customers as agreed upon within the Master Agreement. In the event, a customer
chooses not to use the OMNIA Partners Cooperative Purchasing agreement, pricing will be
proposed at equivalent or higher customer net pricing to the customer to avoid the loss of a sales
opportunity. Sales under this section of refusal by Public Agency are not considered Contract
Sales under OMNIA Partners and Administration Fee is not owed.
Kimball Office Inc. understands and complies with the information within OMNIA Partners Exhibit A
in conjunction with the typed responses / alternative language submitted.
Section 8
OMNIA Partners Requirements - Exhibit F
OMNIA PARTNERS EXHIBITS
EXHIBIT F- FEDERAL FUNDS CERTIFICATIONS
FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
TO WHOM IT MAY CONCERN:
Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This
form should be completed and returned with proposal.
The following certifications and provisions may be required and apply when a Participating Agency expends
federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all
contracts, including small purchases, awarded by the Participating Agency and the Participating Agency's
subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.
APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the
inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense
Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address
administrative, contractual, or legal remedies in instances where contractors violate or breach contract
terms, and provide for such sanctions and penalties as appropriate.
Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating
Agency reserves all rights and privileges under the applicable laws and regulations with respect to this
procurement in the event of breach of contract by either party.
Does offeror agree? YES
SPF
Initials of Authorized Representative of offeror
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by
which it will be effected and the basis for settlement. (All contracts in excess of $10,000)
Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating
Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this
procurement process in the event of a breach or default of the agreement by Offeror in the event Offeror
fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement
solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in
accordance with the contract and/or the procurement solicitation. Participating Agency also reserves the right
to terminate the contract immediately, with written notice to offeror, for convenience, if Participating Agency
believes, in its sole discretion that it is in the best interest of Participating Agency to do so. Offeror will be
compensated for work performed and accepted and goods accepted by Participating Agency as of the
termination date if the contract is terminated for convenience of Participating Agency. Any award under this
procurement process is not exclusive and Participating Agency reserves the right to purchase goods and
services from other offerors when it is in Participating Agency's best interest.
Does offeror agree? YES SPF Initials of Authorized Representative of offeror
(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all
contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3
must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with
Executive Order 11246, "Equal Employment Opportunity" (30 CFR 12319,12935, 3 CFR Part,1964-
1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246
Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60,
"Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of
Labor."
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Section 8
OMNIA Partners Requirements - Exhibit F
Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally
assisted construction contract, the equal opportunity clause is incorporated by reference herein.
Does offeror agree to abide by the above? YES SPF Initials of Authorized Representative of offeror
(D) Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program
legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities must
include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148)
as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions
Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with
the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less
than the prevailing wages specified in a wage determination made by the Secretary of Labor. In
addition, contractors must be required to pay wages not less than once a week. The non -Federal entity
must place a copy of the current prevailing wage determination issued by the Department of Labor in
each solicitation. The decision to award a contract or subcontract must be conditioned upon the
acceptance of the wage determination. The non- Federal entity must report all suspected or reported
violations to the Federal awarding agency. The contracts must also include a provision for compliance
with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor
regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that
each contractor or subrecipient must be prohibited from inducing, by any means, any person employed
in the construction, completion, or repair of public work, to give up any part of the compensation to
which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported
violations to the Federal awarding agency.
Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of
an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all
applicable Davis -Bacon Act provisions.
Does offeror agree? YES
SPF
Initials of Authorized Representative of offeror
(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all
contracts awarded by the non -Federal entity in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act,
each contractor must be required to compute the wages of every mechanic and laborer on the basis of
a standard work week of 40 hours. Work in excess of the standard work week is permissible provided
that the worker is compensated at a rate of not less than one and a half times the basic rate of pay
for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704
are applicable to construction work and provide that no laborer or mechanic must be required to work
in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These
requirements do not apply to the purchases of supplies or materials or articles ordinarily available on
the open market, or contracts for transportation or transmission of intelligence.
Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that
offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards
Act during the term of an award for all contracts by Participating Agency resulting from this procurement
process.
Does offeror agree? YES
SPF
Initials of Authorized Representative of offeror
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Section 8
OMNIA Partners Requirements - Exhibit F
(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the
definition of "funding agreement' under 37 CFR §401.2 (a) and the recipient or subrecipient wishes
to enter into a contract with a small business firm or nonprofit organization regarding the substitution
of parties, assignment or performance of experimental, developmental, or research work under that
"funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR
Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under
Government Grants, Contracts and Cooperative Agreements," and any implementing regulations
issued by the awarding agency.
Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror
certifies that during the term of an award for all contracts by Participating Agency resulting from this
procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal
Rule (F) above.
Does offeror agree? YES
SFP
Initials of Authorized Representative of offeror
(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C.
1251-1387), as amended —Contracts and subgrants of amounts in excess of $150,000 must contain a
provision that requires the non- Federal award to agree to comply with all applicable standards, orders
or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water
Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror
certifies that during the term of an award for all contracts by Participating Agency member resulting from
this procurement process, the offeror agrees to comply with all applicable requirements as referenced in
Federal Rule (G) above.
Does offeror agree? YES
SPF
Initials of Authorized Representative of offeror
(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR
180.220) must not be made to parties listed on the government wide exclusions in the System for Award
Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive
Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235),
"Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or
otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory
authority other than Executive Order 12549.
Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror
certifies that during the term of an award for all contracts by Participating Agency resulting from this
procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal
department or agency.
Does offeror agree? YES SPF Initials of Authorized Representative of offeror
(I) Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award
exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing or
attempting to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award.
Such disclosures are forwarded from tier to tier up to the non -Federal award.
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Section 8
OMNIA Partners Requirements - Exhibit F
Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror
certifies that during the term and after the awarded term of an award for all contracts by Participating Agency
resulting from this procurement process, the offeror certifies that it is in compliance with all applicable
provisions of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any
person for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with
the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering
into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a
Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of Congress,
an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal
grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure
Form to Report Lobbying", in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents
for all covered sub -awards exceeding $100,000 in Federal funds at all appropriate tiers and that all
subrecipients shall certify and disclose accordingly.
Does offeror agree? YES
SPF
Initials of Authorized Representative of offeror
RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS
When federal funds are expended by Participating Agency for any contract resulting from this procurement
process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR §
200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for
a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual
financial reports, as applicable, and all other pending matters are closed.
Does offeror agree? YES
SPF
Initials of Authorized Representative of offeror
CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION
ACT
When Participating Agency expends federal funds for any contract resulting from this procurement process,
offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency
which are contained in the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).
Does offeror agree? YES
SPF
Initials of Authorized Representative of offeror
CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS
To the extent purchases are made with Federal Highway Administration, Federal Railroad
Administration, or Federal Transit Administration funds, offeror certifies that its products comply with
all applicable provisions of the Buy America Act and agrees to provide such certification or applicable
waiver with respect to specific products to any Participating Agency upon request. Purchases made in
accordance with the Buy America Act must still follow the applicable procurement rules calling for free
and open competition.
Does offeror agree? YES SPF BAA Certification is made on a Initials of Authorized Representative of offeror
case by case basis depending on tFe—
proddet
ix selected.
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Section 8
OMNIA Partners Requirements - Exhibit F
PROCUREMENT OF RECOVERED MATERIALS REQUIREMENTS FOR - 2 C.F.R. 4200.322
Participating Agency and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include
procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part
247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a
satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the
quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management
services in a manner that maximizes energy and resource recovery; and establishing an affirmative
procurement program for procurement of recovered materials identified in the EPA guidelines..
Does Vendor agree? YES SPF
Initials of Authorized Representative of offeror
CERTIFICATION OF ACCESS TO RECORDS - 2 C.F.R. § 200.336
Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall
have access to any books, documents, papers and records of offeror that are directly pertinent to offeror's
discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and
transcriptions. The right also includes timely and reasonable access to offeror's personnel for the purpose of
interview and discussion relating to such documents.
Does offeror agree? YES
SPF
Initials of Authorized Representative of offeror
CERTIFICATION OF AFFORDABLE CARE ACT
Offeror understands and agrees that it shall be solely responsible for compliance with the patient Protection
and Affordable Care Act, Public Law I I1-148 and the Health Care and Education Reconciliation Act I 1I-
152 (collectively the Affordable Care Act "ACA"). The Offeror shall bear sole responsibility for providing
health care benefits for its employees who provide services as required by Federal law.
Does offeror agree? YES SPF Initials of Authorized Representative of offeror
CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and
conditions.
Does offeror agree? YES
SPF
Initials of Authorized Representative of offeror
Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as
applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws,
acts, regulations, etc. as specifically noted above.
Offeror's Name:
Kimball International, Inc.
Address, City, State, and Zip Code:
1600 Royal Street, Jasper IN 47546
Phone Number: 800-647-2010
Fax Number: 812-481-6174
Printed Name and Title of Authorized Representative: Shane P. Flynn, Federal Government Contract Manager
Email Address: shane.flynn@kimball.com
Signature of Authorized Representative: -5, —e- P ��^�""'�
Date: 08/06/2019
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OMNIA PARTNERS EXHIBITS
EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
NEW .JERSEY BUSINESS COMPLIANCE
Suppliers intending to do business in the State of New Jersey must comply with policies and
procedures required under New Jersey statues. All offerors submitting proposals must complete the
following forms specific to the State of New Jersey. Completed forms should be submitted with the
offeror's response to the RFP. Failure to complete the New Jersey packet will impact OMNIA
Partners' ability to promote the Master Aoreement in the State of New Jersey.
DOC # 1 Ownership Disclosure Form
DOC #2 Non -Collusion Affidavit
DOC #3 Affirmative Action Affidavit
DOC #4 Political Contribution Disclosure Form
DOC #5 Stockholder Disclosure Certification
DOC 46 Certification of Non -Involvement in Prohibited Activities in Iran
DOC #7 New Jersey Business Registration Certificate
New Jersey suppliers are required to comply with the following New Jersey statutes when
applicable:
• all anti -discrimination laws. including those contained in N.J.S.A. 10:2-1 through N.J.S.A.
10:2-14. N.J.S.A. 10:5-1. and N.J.S.A. 10:5-31 through 10:5-38:
• Prevailina Wa,ye Act. N.J.S.A. 34:1 1-56.26. for all contracts within the contemplation of the
Act:
• Public Works Contractor Registration Act, N.J.S.A. 34:1 1-56.26; and
• Bid and Performance Security. as required by the applicable municipal or state statutes.
Requirements for National Cooperative Contract
Paue 26 of 44
OMNIA PARTNERS EXHIBITS
EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
OWNERSHIP DISCLOSURE FORM
(N.J.S. 52:25-24.2)
Pursuant to the requirements of F.L. 1999, Chapter 440 effective April 17, 2000 (Local Public Contracts Law),
the offeror shall complete the form attached to these specifications listing the persons owning 10 percent (10%)
or more of the firm presenting the proposal.
Company Name: Kimball Office Inc.
Street: 1600 Royal Street
City, State, Zip Code: Jasper, IN 47546
Complete as appropriate:
I cert f, that I am the sole owner of
that there are no partners and the business is not
incorporated, and the provisions of N..I S. 52:25-241 2 do not apply.
OR:
I , a partner in , do hereby
certify that the following it a list of all individual partners who own a 10% or greater interest therein. I
further certify that f one (I) or more of the partners is itself a corporation or partnership, there is also set
forth the names and addresses of the stockholders holding 10% or more of that corporations stock or the
individual partners owning 10% or greater interest in that partnership.
OR:
I Don VanWinkle , an authorized representative of
Kimball Office Inc. , a corporation, do hereby certify that the fallowing is a list of the names and
addresses of all stockholders in the corporation who own 10% or more of its stock of any class. I further
certify that if one (1) or more of such stockholders is itself a corporation or partnership, that there is also set
forth the names and addresses of the stockholders holding 10% or more ofthe corporation's stock or the
individual partners owning a 10% or greater interest in that partnership.
(Note: If there are no partners or stockholders owning 10% or more interest, indicate none.)
Name Address Interest
None
1 further certify that the statements and information contained herein, are complete and correct to the best «f
my knowledge and belief.
Director
Date Authorized Signature and Title
Requirements for National Cooperative Contract
Page 27 of 44
Section 8
DMNIA Partners Requirements - Exhibit G
DOC #2
NON -COLLUSION AFFIDAVIT
Company Name:
Kimball Office Inc.
Street: 1600 Royal Street
City, State, Zip Code: jasper, IN 47546
State of
Indiana
County of Dubois
I, Don VanWinkle of the Jasper -
Name City
in the County of Dubois , State of Indiana
offull age, being duly sworn according to law on my oath depose and say that:
I am the Director
of thefirm of
Kimball Office Inc.
Title Company Name
the Offeror making the Proposal for the goods, services or public work specified under the attached proposal,
and that I executed the said proposal with, full authority to do so; that said Offeror has not directly or indirectly
entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free,
competitive bidding in connection with the above proposal, and that all stalements contained in said proposal
and in this affidavit are true and correct, and made with fill knowledge that relies upon the truth of the
statements contained in said proposal and in the .statements contained in this affidavit in awarding the contract
for the said goods, services or public work.
I firrther warrant that no pet -son or selling agency has been employed or retained to solicit or secure such
contract upon an agreement or understanding,/ov a commission, percentage, brokerage or contingent fee,
except Nana fide employees or bona fide established commercial or selling agencies moinlained by
Kimball Office Inc. Director
Company Name Aut 'ied Signature & Title
Subscribed and sworn before me
this I day of 20
Notary Public of 7ri ;
My commission expires, 20,k&
SEAL
RAMONA A WAGNER
Notary Public - Sea!
Dubois County - State of Indiana
Commission Number 673507
My Commission Expires September 28, 2023
FC.'R;4'tlt Rt:. INSI:ILLAI10;I.i;l'IJREL1fTE1) PkUJJt;['7:5'.f.1I] 1't:Ri'1['IiS'
PIT') 269-2019-105 JUNi 19, 2019
81
Section S
GMNIA Partners Requirements - Exhibit G
DOC #3
AFFIRMATIVE ACTION AFFIDAVIT
(P.L. 1975, C.127)
Company Name: Kimball Office Inc.
Street: 1600 Royal Street
City, State, Zip Code: Jasper, IN 47546
Proposal Certification:
Indicate below company's compliance with New Jersey Affirmative Action regulations. Company's proposal
will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be
issued, however, until all Affirmative Action requirements are met.
Reauired Affirmative Action Evidence:
Procurement, Professional & Service Contracts (Exhibit A)
Vendors must submit with proposal:
A photo copy of their Federal Letter of Affirmative Action Plan Approval
OR
A photo copy of their Certificate of Eml2toyee Information Rej2ort
OR
3. A complete Affirmative Action Employee Information Report (AA302)
Public Work — Over $50,000 Total Proieet Cost:
A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form
AA201-A upon receipt from the
S. Approved Federal or New Jersey Plan — certificate enclosed
Ifurther certify that the stalemenls and information contained herein, are complete and correcl to the best nf'
my knowledge and belief.
.rf. 1.(/'.,1
Date
FURNI UB . INSIALL:i1R)A ,1.1O R1;L:.M,I) PROM..CIS :1:1'I1.1't,7Zi7C 6S
RFPi"bJ-2019-105 JUNL 19, 2019
Director
Aullrorized Signature and Title
82
Certification 27510
CERTIFICATE F EMPLOYEE INFORMATION REPORT
This is to certify that the contractor listed beloVA4 submitted .an iayoe Information Report pursuant to
N.JA.C. 17:27-1.1 et. Seq. and the !ate Treasurer has approved softport This approval vvill remain in
r
effect for the period of 15 -FE39-2 01 S to 15 -- 2021
_ i a
KIMEALL OFFICE INC
1500 ROYAL ST. MAIL CODE K0222 �
JASPER IN 47549
ELIZABETH MAHER MUOiO
Acting State Treasurer
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Section 8
GMNIA Partners -Requirements - Exhibit G
DOC #3, continued
P.L. 1995, c. 127 (N.J.A.C. 17:27)
MANDATORY AFFIRMATIVE ACTION LANGUAGE
PROCUREMENT, PROFESSIONAL AND SERVICE
CONTRACTS
During the performance of this contract, the contractor agrees as follows:
The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for
employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or
sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and
employed, and that employees are treated during employment, without regard to their age, race, creed, color,
national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, but
not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other fonns of compensation; and selection for training,
including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth
provisions of this non-discrimination clause.
The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees
placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for
employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional
or sexual orientation.
The contractor or subcontractor, where applicable, will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided
by the agency contracting officer advising the labor union or workers' representative of the contractor's
commitments under this act and shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the
Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans
with Disabilities Act.
The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade
consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the
Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with
a binding determination of the applicable county employment goals determined by the Affirmative Action
Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended
and supplemented from time to time.
The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area,
including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not
discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual
orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect
discriminatory practices.
The contractor- or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all
personnel testing conforms with the principles of job -related testing, as established by the statutes and court
decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court
decisions.
The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading
and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry,
marital status, sex, affectional or sexual orientation, and conform with the applicable employment goals,
consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and
applicable Federal court decisions.
TURAITL,RF_.INST41.L177Ci:1';3NORE1!1-1-7)NROM'Cl-S.ANDSILM7 h_'
RF'TL 269-2019405 JUNE 19, 2019
83
Section 8
GMNIA Partners Requirements - Exhibit G
The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action
Office as may be requested by the office from time to time in order to carry out the purposes of these
regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action
Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC
17:27).
Signature of Procurement Agent
FUR:1M.:RE. INS7:d7_f.ATIO;1"ANO REL.ITED PROD C TSAA'D SERVICES
RFN 20-2019405 . UNE 19, 2019
84
OMNIA PARTNERS EXHIBITS
EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #4 C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Public Agency Instructions
This page provides guidance to public agencies entering into contracts with business entities that are required to file
Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows
are instructions on the use of form local units can provide to contractors that are required to disclose political contributions
pursuant to N.J.S.A. I9:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local
Finance Notice 2006-1_2006.html). Please refer back to these
instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational.
l . The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a "fair and Open"
process (N.I.S.A. 19:44A-20.7).
2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be
submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents
or in an appropriate computer file and be available for public access. The form is worded to accept this alternate
submission. The text should be amended if electronic submission will not be allowed.
3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract.
Resolutions of award should reflect that the disclosure has been received and is on file.
4• The contractor must disclose contributions made to candidate and party committees covering a wide range of public
agencies, including all public agencies that have elected officials in the county of the public agency, state legislative
positions, and various state entities. The Division of Local Government Services recommends that contractors be
provided a list of the affected agencies. This will assist contractors in determining the campaign and political
committees of the officials and candidates affected by the disclosure.
a. The Division has prepared model disclosure forms for each county. They can be downloaded from the "County
PCD Forms' link on the Pay -to -Play web site at http://www.ni. gov/dca'divisions/dl_s� /nrograms.lpcl.litmE#I_
They will be updated from time -to -time as necessary.
b. A public agency using these forms should edit them to properly reflect the correct legislative district(s). As
the forms are county -based, they list all legislative districts in each county. Districts that do not represent
the public agency should be removed from the lists.
c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county.
These submissions are appropriate and should be accepted.
d. The form may be used "as -is", subject to edits as described herein.
e. The "Contractor Instructions" sheet is intended to be provided with the form. It is recommended that the
Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed
on the back of the form; where that is not the case, the text should be edited accordingly.
f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used
as an e-mail attachment, or provided as a printed document.
It is recommended that the contractor also complete a "Stockholder Disclosure Certification." This will assist the
local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed
on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice
2006-7 for additional information on this obligation at
httR://www.nj.gov/dca/divisions/digs/resotirces/ifii,z 2006.html). A sample Certification form is part of this package
and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to
Boards of Education.
Requirements for National Cooperative Contract
Page 31 of 44
OMNIA PARTNERS EXHIBITS
EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
Doc 44, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Contractor Instructions
Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a "fair and
open" process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A-
20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions
to:
any State, county, or municipal committee of a political party
• any legislative leadership committee"
• any continuing political committee (a.k.a.,. political action committee)
• any candidate committee of a candidate for, or holder of, an elective office:
0 of the public entity awarding the contract
o of that county in which that public entity is Iocated
o of another public entity within that county
0 or of a legislative district in which that public entity is located or, when the public entity is a county, of
any legislative district which includes ail or part of the county
The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were
made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on
reportable contributions.
N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a
natural person. This includes the following:
• individuals with an "interest" ownership or control of more than 10% of the profits or assets of a business entity
or 10% of the stock in the case of a business entity that is a corporation for profit
• all principals, partners, officers, or directors of the business entity or their spouses
• any subsidiaries directly or indirectly controlled by the business entity
• IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity
and filing as continuing political committees, (PACs).
When the business entity is a natural person, "a contribution by that person's spouse or child, residing therewith, shall be
deemed to be a contribution by the business entity." [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the
disclosure.
Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an
amount to be determined by the Commission which may be based upon the amount that the business entity failed to report.
The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official
and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor's responsibility to
identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed
information may exceed the minimum requirement.
The enclosed form, a content -consistent facsimile, or an electronic data file containing the required details (along with a
signed cover sheet) may be used as the contractor's submission and is disclosable to the public under the Open Public
Records Act.
The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in
meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts.
N.J.S.A. 19:44A-3(s): "The term "legislative leadership committee" means a committee established, authorized to be
established. or designated by the President of the Senate. the Minority Leader of the Senate, the Speaker of the General
Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.I 993, c.65 (C.19:44A-10.1) for
the purpose of receiving contributions and making expenditures."
Requireinents for National Cooperative Contract
Page 32 of 44
AMNIA PARTNERS EXHIBITS
Doc 44, continued EX}IIBIT G- NEW JERSEY BUSINESS COMPLIANCE
C. 271 POLITICAL CONTRIBUTION DISCLOS[.URE FORM
Required Pursuant to N.J.S.A. 19:44A-20.25
This form or its permitted facsimile mast be submitted to the local unit
no later than 10 days prior to the award of the contract.
Part I — Vendor Information
Vendor Name: I Kimball Office Inc.
Address: 1 1600 Royal Street
City: Jasper I State: IN Zip: 47546
The undersigned being authorized to certify, hereby certifies that the submission provided herein represents
compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions
accompanying this form.
�on VanWinkle
Signatu . Printed Name
Director
Title
Part II — Contribution Disclosure
Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable
political contributions (more than $300 per election cycle) over the 12 months prior to submission to
the committees of the government entities listed on the form provided by the local unit.
❑ Check here if disclosure is provided in electronic farm
Contributor Name
Recipient Name
Date
Dollar Amount
None
$
❑ Check here if the information is continued oil subsequent page(s)
Requirements for National Cooperative Contract
Page 33 of 44
AMNIA PARTNERS EXHIBITS
Doc #4, continued EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
List of Agencies with Elected Officials Required for Political Contribution Disclosure
N.,I. S. A. 19 : 4 4A-2 0.2 G
County Name:
State: Governor, and Legislative Leadership Committees
Legislative District #s.
State Senator and two members of the General Assembly per district.
County:
Freeholders County Clerk Sheriff
{County Executive] Surrogate
Municipalities (Mayor and members of governing body. regardless of title):
USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD
FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A
COUNTY -BASED, CUSTOMIZABLE FORM.
Requirernents for National Cooperative Contract
Page 34 of 44
FORM BE
rs� BUSINESS ENTITY ANNUAL STATEMENT
,r NEW JERSEY ELECTION LAW ENFORCEMENT COMMISSION
(609) 292-8700 or Tall Free Within NJ 1-883-313-ELEC (3532)
THIS FORM MUST BE ELECTRONICALLY FILED AT:
FOR STATE USE ONLY
www.elee.nj.gov
This statement is required to be filed by a business entity which has received S50,000 or more in the aggregate during a calendar year
through agreements or contracts with a public entity or public entities.
Part 1: General Information
Check if
Date of Statement July 30, 2019 Activity for Calendar Year 2018 Amendment
Part 2: Business Entity Information
Business Name Kimball Office Inc.
Business Type Other Business Organization
Address 1 1600 Royal Street
Address 2
City Jasper State Indiana Zip 47546
*(Area Code) Telephone Number 800-482-161 b
ACKNOWLEDGEMENT
I have been authorized by the above named business entity to complete the annual statement, and certify that the statements and/or
information contained herein are true. I am aware that if any of the statements or information are willfully false, I may be subject to
punishment.
First blame TOnja Last Name Blackgrove
Title/Position State Contract Specialist Date July 30, 2019
'(Area Code) Telephone Number 812-482-8573
® Check this box to certify the above acknowledgement.
A business entity which has received $50,000 or more in the aggregate during a calendar year through
agreements or contracts with a public entity or public entities, but has made no contributions to candidates
or committees, shall file the business entity annual disclosure statement with the Commission to report that
no contributions were made during the calendar year.
® Check this box if the business entity has not made any reportable contributions during the calendar year.
`Leaue this field blank if your telephone number is unlisted Pursuarntto NJS:A. 47;1 A•1.1, an,unIisted telephone number is -not a public record and rnust not be provided.pn this form.
New ersey Eiecrion Law Enforcement Com rl�ssion Page 1 of I Form BF Revised Jar,, 2019
Pay -to -Play
Pay —to —Play
"gal References
Filing Deadlines
Filing Cnnfifmat ion
Forms and instructions
Thank you for filing electronically.
File the Form BE
The Commission has received the following report: Kimball_Form BE.pdf
5ubscrib* to F2P News
Confirmation number : 20183030856
Unsubscribe from P2P News
Business Entity Name : Kimball Office Inc.
Seminar Registration
Filing Year: 2018
Search Information
The information was received on: 0713012019
Quick Data Download
FAQ's
If you used a software other than the Official Adobe Reader to open and fill-in the Form BE, there is a high probability that
your filing will be rejected- If you have any questions or concern, refer back to the detailed instructions on the download
pa9e-
.:j Print this page for your records.
TOP
V Contact ELEC
❑OC #5
OMNIA PARTNERS EXHIBITS
EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
STOCKHOLDER DISCLOSURE CERTIFICATION
Name of Business:
0 l certify that the list below contains the names and home addresses of all stockholders
holding 10% or more of the issued and outstanding stack of the undersigned.
OR
® 1 certify that no one stockholder owns 10% or more of the issued and outstanding stock of
the undersigned.
Check the box that represents the type of business organization:
❑ Partnership ®Corporation Mole Proprietorship
❑ Limited Partnership 0 Limited Liability Corporation 0 L'smited Liability Partnership
13Subchapter S Corporation
Sign and notarize the form below, and, if necessary, complete the stockholder list below.
Stockholders:
Name:
Name:
Home Address:
Home Address:
Name:
Name:
Horne Address:
Home Address:
Name:
Name:
Horne Address:
Home Address:
Subscribed and sworn before me this � day of
Z ! ��. // 1� 1 (Affiano
I�C.al.y�L�=YL� W C�-��—�—��
(Notary Public) Don VanWinkle, Director
(Print name & title of affiant)
W Commission expires: -
(Corporate Seal)
wArt�A equirements for National Cooperative Contract
lic - SQai Page 35 of 44
::=
tate of Indlerymber 673M?My September 29. 2M
HOC #6
OMNIA PARTNERS EXHIBITS
EXHIBIT G- NEW .IERSEV BUSINESS COMPLIANCE
Certificaf on of Non -Involvement in PrQ.hibited Activities in Iran
Pursuant to N.J.S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its parents,
subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32 — 56(e) (3)}, is listed on the Department
of the Treasury's List of Persons or Entities Engaging in Prohibited Investment Activities in [ran
and that neither is involved in any of the investment activities set forth in N.J.S.A. 52:32 -- 56(f).
Offerors wishing to do business in New Jersey through this contract must fill out the Certification of
Non -Involvement in Prohibited Activities in Iran here:
littp://www.state.ni.us/humanservices/dfd/info/standard/fde/disclosure_ investmentact.pdff.
Offerors should submit the above form completed with their proposal.
Requirements for National Cooperative Contract
Page 36 of 44
STATE OF NEW JERSEY — DIVISION OF PURCHASE AND PROPERTY W
DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN
Quote Number, U C # 001218 Bidder/offeror: Kimball Office Inc.
PART 1: CERTIFICATION
BIDDERS MUST COMPLETE PART 1 BY CHECKING EITHER BOX.
FAILURE TO CHECK ONE OF •THE BOXES WILL RENDER THE PROPOSAL NON -RESPONSIVE.
Pursuant to Public Law 2012, o. 25, any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a
contract must complete the certification below to attest, under penalty of perjury, that neither the person or entity, nor any of its parents,
subsidiaries, or affiliates, is idertified on the department of Treasury's Chapter 25 list as a person or entity engaging in investment activities
In iran. The Chapter 25 list is found on the Division's website attt:rr ..str ^.nj. _ 'tr _pus" li, ,rr17�5'od;1Ct p=.e SL[ I._vCii'. Bidders
must review this list prior to completing the below certification. Failure to complete the certification will render a bidder's proposal
f non -responsive. If the Director finds a person or entity to be in violation of law, s/he shall take action as may be appropriate and provided
by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in
default and seeking debarment or suspension of the party
PLEASE CHECK THE APPROPRIATE BOX:
I certify, pursuant to Public Law 2012, c. 25, that neither the bidder listed above nor any of the bidder's parents,
subsidiaries, or affiliates is jiisted on the N.J. Department of the Treasury"s list of entices determined to be angaged in prohibited
activities in Iran pursuant to P.L. 2012, c. 25 ("Chapter 25 List"), I Further certi y that 1 am the person listed above, or I am an officer
or representative of the entity listed above and am authorized to make this certification on its behalf. I will skip Part 2 and sign and
complete the Certification below.
I
OR
i
I am unable to certify as above because the bidder and/or one or more of its parents, subsidiaries, or affiliates is listed on
❑the Department's Chapter 25 list. I will provide a detailed, accurate and precise description of the activities in Part 2 below
and sign and complete the Certification below. Failure to orovidp such will result in the _proposal being rendered as non-
res❑onp.m� and appropriate penalties, fines and/or sanctions will be assessed as provided by law.
PART 2: PLEASE PROVIDE FURTHER INFORMATION RELATED TO INVESTMENT ACTIVITIES IN IRA Id
You must provide a detailed, accurate and precise description of the activities of the bidding personlentity, or one of its parents,
subsidiaries or aff<liates, engaging in the investment activities in Iran outlined above by completing the boxes below_ '
EACH BOX WILL PROMPT YOU TO PROVIDE INFORMATION RELATIVE TO THE ABOVE QUESTIONS. PLEASE PROADE
THOROUGH ANSWERS TO EACH QUESTION. tF YOU NEED TO MAKE ADDITIONAL ENTRIES, CLICK THE "ADE) AN ADDITIONAL
ACTIVITIES ENTRY" BUTTON.
f Marne _ Relationship yfl i3idderlDfferor
I
Description of Activities
I
Duration of Engagement Anticipated Cessation Date
Bidder/Offeror Contact Name Contact Phone Number _
ADD AN ADDITIONAL ACTIVITIES ENTRY I
_... _..
certification: 1, being duly sworn upon my oath, hereby represent and state that the foregoing information and any attachments thereto to the best of
my knowledge are true and complete. I attest that I am authorized to execute this certification on behalf of the above -referenced person or entity. I
acknowledge that the State of New Jersey is relying on the information contained herein and thereby acknowledge that I am under a continuing
/obligation from the date of this certification through the completion of any contracts with the State to notify the State in writing of any changes to thel
answers of information contained herein. I acknowledge that I am aware that it is a criminal offense to make a false statement or misrepresentation in
this certification, and if I do so, I recognize that I am subject to criminal prosecution underth e law and that it will also constitute a material breach of
my agreernent(s) with the State of Now Jersey and that the State at its option may declare any Contracts) resulting from this certification void and,
unenforceable. 1
Full Nagle ;Prsn , Don VanWinkle S;gnmure:
Title. Director Date:
L
DPF Standard Forms Packet 11 (M
DOC #7
OMNIA PARTNERS EXHIBITS
EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
NEW.JERSEY BUSINESS REGISTRATION CERTIFICATE
(N..J.S.A. 52:32-44)
Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued
Business Registration Certificate with their proposal here. Failure to do so will disqualify the
Offeror from offering products or services in New Jersey through any resulting contract.
litip://www.state.ni.Lis/t.rea-,;u.ry.,/revenue/forms/iiireg.pd
Requirements for National Cooperative Contract
Page 37 of 44
09128111
Taxpayer Identification# 351_688-210100,D
Dear Business Representative:
Congratulations! You are now registered w ;h the New Jersey Division of Revenue.
Use the Taxpayer Identification Number listed above an all correspondence with the Divisions
of Revenue and Taxation, as well as with the Department of Labor (if the business is subject
to unemployment withholdings). Your tax returns and payments will be filed under this number,
and you will be able to access information about your account by referencing it.
Additionafly, please note that State law requires all contractors and subr:r;ntractors with Public
agencies to provide proof of their registration with the Division of Revenue. The law also amended
Section 92 of the Casino Control Act, which deals with the casino service industry.
We have attached a Proof of Registration Certificate for your use. To comply with the law, if you are
currently under contract or entering into a contract with a State agency, you; must r:,nvide a copy
of the certificate to the contracting agency.
if You have any Cluestiar's ar require more information, feel free to call our Registration Hotline of
{609}292.9292.
I wish you continued success in your b:rsfnesS endeavors.
TAXPAYER NAME:
KIMBALL OFFICE INC.
ADDRESS:
1600 ROYAL. ST GOX 201
JASPER IN 47546
EFFECTIVE DATE:
12/30188
FQ F211�-8 k t_
Sincerely.
James J. Fruscione
Director
New Jersey Division of Revenue
.�:,:�.::-fit"� i.l; � - -• • • , .-.-..-.. � .. .
STATE Of NEW JERSEY
BUSINESS REGISTRATION CERTIFICATE
TRACE NAME:
SEQUENCE NUMBER:
0100376
ISSUANCE. DR i
09128111
❑EPAPTN,IENT OF TREAEMPI?
DIVISIQAOF REVENUC
Po 694 212
I fFtrv;DN. N J•066i5-tYY5_
p i rec!cr
New .:er:ey D"s,ur J Reve,ve
OMNIA PARTNERS EXHIBITS
EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC 43, continued P.L. 1995, c. 127 (N J.A.C. 17:27)
MANDATORY AFFIRMATIVE ACTION LANGUAGE
PROCUREMENT, PROFESSIONAL AND SERVICE
CONTRACTS
During the performance of this contract, the contractor agrees as follows:
The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for
employment because of age, race, creed, color, national origin, ancestry. marital status, sex, affectional or sexual
orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and
that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry,
marital status, sex, affectional or sexual orientation. Such action shall include, but not be limited to the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay
or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in
conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency
Compliance Officer setting forth provisions of this non-discrimination clause.
The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or
on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to
age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation.
The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which
it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency
contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and
shall post copies of the notice in conspicuous places available to employees and applicants for employment.
The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer
pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act.
The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent
with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to
A.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the
applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-5.2
promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time.
The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including
employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis
of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will
discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices.
The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel
testing conforms with the principles of job -related testing, as established by the statutes and court decisions of the state
of New Jersey and as established by applicable Federal law and applicable Federal court decisions.
The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off
to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex.
affectional or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court
decisions of the State of New Jersey, and applicable Federal laws and applicable Federal court decisions.
The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as
may be requested by the office from time to time in order to carry out the purposes of these regulations, and public
agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance
investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27).
Signature of Procurement Agent
Requirements for National Cooperative Contract
Page 30 of 44
Form AA302 STATE OF NEW JERSEY
Rev- 1 11I 1 Division of Purchase& Property
Contract Compliance Audit Unit
EEO Monitoring Program
EMPLOYEE INFORMATION REPORT
IMPORTANT -READ INSTRUCTIONS CAREFULLY BEFORE COMPLETING FORM, FAILURE TO PROPERLY COMPLETE THE ENTIRE FORK! AND TO SUBMIT THE REQUIRED
$150.00 FEE MAY DELAY ISSUANCE OF YOUR CERTIFICATE. DO NOT SUBMIT EEO.1 REPORT FOR SECTION B, FrEM 11. For Instructions on completing the farm, go to:
... ... e....... � ni .:.•r�l: ir.;; :•i•:;,:: -ir•:' � -_ll:d1.'c:i ��: • i.u:ll
SECTION A -COMPANY IDENTIFICATION
1. FID. NO OR SOCIAL SECURITY 2 TYPE OF BUSINESS 3. TOTAL NO. EMPLOYEES IN THE ENTIRE
® I MFG ❑ 2 SERVICE ❑ 3. WHOLESALE COMPANY
351688210 ❑ 4 REI'AJI- ❑ 5 OTHER 938
4. COMPANY NAME
Kimball Office Inc.
5. STREET CITY COUNTY STATE ZIP CODE
1600 Royal St, Mail code K0222 Jasper Dubois IN 47549
G. NAME OF PARENT OR AFFILIATED COMPANY (1F NO -NE, SO INDICATE) CITY STATE ZIP CODE
Kimball lnt'IInc. Jasper IN 47549
7. CHECK ONE: IS THE COMPANY: 0 SINGLE -ESTABLISHMENT EMPLOYER ❑ MULTI-ESTABLISHMENTEMPLOYER
d If MULTI -ESTABLISHMENT EMPLOYER SPATE THE NUMBER OF ESTABLISHMENTS IN NJ
9. TOTAL NUMBER OF ELM PLOY FFS AT ESTABLISHMENT WHICH HAS BEEN AWARDED THE CONTRACT 858
10. PUBLIC AGENCY .AWARDINU CONTRACI-
CITY COUNTY STATE ZIP CODE
Procurement Bureau Trenton Mercer NJ 08625
Offi5ial Usg Only DAT -AS�,'I(iNED('ER=C,%TIO'qNUIIBER
SECTION R- EMPLOYMENT DATA
l I . Rcporl all permanent- temporary and part-time empl ovees ON YOUR OWN PAYROLL Enter the appropriate figures on all lines and in all col umns Where there are
m employees in a Part —I ar earegory, enter a zem I nd ude ALL employees, not just those in mmoritylnon-minority categories, in columns I, 2, & 3 DO NOT SUBMIT
ANEW -I REPORT.
ALL EMPLOYEES
COL. I
COL. 2
COL. 3
.. MALE--..... s:........
.
.. FEM1M
R'NON
JOB
A,%ffR.
NUNAMER.
CATEGORIES
TOTAL
MALE
FEMALE
{Cols.2 &.3)
BLACK
HISPANIC'
INDIA
ASIAN
MIN.
BLACK
HISPANIC
INDIAN
.ASIAN
MIN.
Officials/ Managers
94
56
38
0
1
0
1
54
0
0
0
1
37
Professionals
80
40
40
1
0
1
1
37
1
1
1
0
37
Technicians
69
54
15
0
0
0
0
54
0
1
1
0
13
Sales Workers
71
22
49
0
1
0
0
21
1
2
0
0
46
Office & Clerical
48
11
37
0
0
0
0
11
0
0
0
0
37
Craers
285
206
79
0
2
0
0
206
0
1
1
0
77
{Skilled}dled)
Operatives
{Semi-skillecil
246
131
115
2
8
1
1
119
1
1
0
1
112
Laborers
32
23
9
0
0
0
0
0
0
1
8
(Unskilled)
Service Workers
0
0
0
0
0
0
0
0
0
0
0
0
TOTAL
938
552
386
3
12
2
3
532
3
6
3
3
371
Total emptolrment
From previous
1246
788
58
10
28
23
720
6
37
Report it an
Temporary & Part-
T he data below shall SOT be included in the figures for the appropriate eategories above.
Time Employees
13
9
0
0
0
9
0
0
0
14
1 �. HOW WAS INFORMAT JO N AS TO RACE OR ETHNIC GROUP IN SECTION B OUI:AINED
14 IS THIS THE FIRST
15. 1F NO. DATE I.AS I-
1. V'15lra Snrvey ®?. Emp aymenl Recnrd ❑3 Other iS pec 01
Emplovee Information
REPORT SUBMITTFTJ
Repoli Submitted?
MO DAYYEAR
li. DATES OF PAYROLL PERIOD USED
From 8/16/19 TO 8/16/19
1 YESr 2. tiOr
Q1 18 2018
SECTION C - 51G NATO RE AND IDENTIFICATION
16 NAME OF P1:RSON ('OMPLEJ ING FORM IPrilit Or Type] SIGNATURE. TITLE DAZE
/311 D.AY YEAR
Tonja L BIackgrove State Contract Specialist 05 18 12015
17 ADDRESS \O R S IRF:E r CITY <X)UNTY S1 A 11: 211' C ODE I'HCINJ: i:%REA C'ODI'. N0 i=XTENSIONI
1600 Royal St Mail Code KQ,�J Jasper Dubois IN 47346 812 - 482 - 8573
Exhibit C - Conflict of Interest Questionnaire
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
FORM CIQ
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. I OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Daie Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
Name of vendor who has a business relationship with local governmental entity.
Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
Name of local government officer about whom the information is being disclosed.
Mark Boothby, , CFO
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIQ as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
F]Yes V No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
1-1 Yes IVI No
Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
check this box if the vendor has given the local government officer or a family membui of the officei - ne ur._t>1QrR-gi� _
—t ;F6.893(f1 1).
7
2.17.23
Signalure o en doing busin ss wit the governmental enlity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.0010-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021