HomeMy WebLinkAboutContract 60519CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement (“Agreement”) is entered into between Kimball International
Bands, Inc., by and through Wilson Bauhaus Interiors, LLC (“Vendor”), an authorized reseller through
Omnia Partners Contract #2019.001896, 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 Contract #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 be an amount up to Twelve Thousand Dollars and Zero Cents ($12,000.00). 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 the cooperative contract.
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:
To CITY:
City of Fort Worth
Attn: Fernando Costa, 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:
Wilson Bauhaus Interiors, LLC.
Attn.: Karen Denson, Vice President of Sales
5051 Pulaski St
Dallas, TX 75247
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:
By: ___________________________
Name: Fernando Costa
Title: Assistant City Manager
Date: ___________________________
APPROVAL RECOMMENDED:
By: ______________________________
Name: Robert A. Alldredge Jr.
Title: Executive Assistant Chief
ATTEST:
By: ______________________________
Name: Jannette S. Goodall
Title: City Secretary
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: ______________________________
Name: Raquel Cleveland
Title: Sr. Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
By: ______________________________
Name: Jessika Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C:N/A
VENDOR:
Wilson Bauhaus Interiors, LLC.
By:
Name: Karen Denson
Title: Vice President of Sales
Date: ____________________________
Univ. of CA/OMNIA Partners National Agreement No 2019.001896KimballCDA# 202183 CDA# 202185 CDA# 202184 CDA# 202186ProductsOrder Size at List Price by CategoryDiscount From List Delivered- DockDiscount From List Delivered & Installed*Discount From List Delivered- InsideDiscount From List Delivered & Expanded InstallSeating, Casegoods, Perks $1 - $99,999 54% 51% 53% 47%$100,000 - $399,999 55% 53% 54.5% 50%$400,000 or greater 57% 55% 56% 51%Metal Filing $1 - $99,999 58% 55% 56% 53%$100,000 - $399,999 60% 56% 58% 55%$400,000 or greater 61% 57% 59% 57%Systems $1 - $99,999 65% 61% 63% 59%$100,000 - $399,999 67% 63% 65% 61%$400,000 or greater 68% 64% 66% 63%David Edward Collection by Kimball $1 - $99,999 46% 43% 45% 39%$100,000 or greater 50% 47% 49% 43%Contract Dates: 5/20/2020 - 4/30/2024Discount for furniture agreementAll prices are current pricing at time of order
KimballServices - Offered by Dealers for additional cost when not included in Customer's chosen Discount package.Design ServicesProject Management ServicesStandard Installation Labor Rate per Sq. Ft. (NTE)Hourly Rates (NTE)Storage Storage Labor/Installation -Hourly labor rates 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. Proposer to state your standard labor rate as a NTE (not to exceed) rate for national program pricing. Hourly Rates (NTE)$70.00$72.00-125.00$1.57$65.00-$250.00
KimballServices Associated with Discount off List1. Drop Ship price includes product delivery to the site, the purchaser is responsible for unloading.2. Inside Delivery price includes product delivered to the site and unloaded.3. Basic Installation price to include inside delivery, uncrating, assembly, installation, removal of all debris from premises, installation documents andthe bill of materials per the purchaser's approved plan and specifications.4. Expanded Service Installation price to include basic installation; field measurements surveyed, documented and coordinated; electrical and tele/datainfeed locations are surveyed, documented and coordinated; attend required coordination meetings with purchaser and other contractors; and creationand implementation of punch list by project manager.Pricing Parameters:- During normal business hours, M-F, 7am-5pm local time- Non-Union labor- All necessary tools and equipment required to install per the drawing or quote- Adequate facilities for 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 spaceExclusions:- 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 sourceAdditional Cost:- Union, prevailing wage, overtime, and "after hours" (evenings, weekends, holidays) work
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.nce
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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 and is made by and between The Regents of the University of
University of California, and Kimball Office, Inc. (; 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 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
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
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
for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any
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)
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 28th through October 31st).
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
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.
5. 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 Deal
a minimum of 90% payment, withholding a maximum of 10% for outstanding line item charges for missing or damaged product
ligns 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 . These discounts are based
against a contracted 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 L 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
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
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 . Installation and other services may be charged separately, when not included as part of a
achment 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:
Name Yvonne Macon
Phone 530-752-5684
Email Yvonne. Macon@ucop.edu
Address 260 Cousteau Place, Ste. 150
Davis, Ca. 95618
To Supplier:
Name Stacy Huelsman
Phone 812-482-8108
Email Stacy.huelsman@kimball.com
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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 (UC 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
(see Public Contract Code Section
10515).
13. Insurance
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 nationallyto 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 thanitsauthorized 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
cy 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 -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 Kimball Office, Inc.
UNIVERSITY OF CALIFORNIA
________________________________ ___________________________________
(Signature) (Signature)
________________________________ ___________________________________
(Printed Name, Title) (Printed Name, Title)
________________________________ ____________________________________
(Date) (Date)
Phyllis Goetz, President
05/20/2020
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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
and any other
in. As used herein,
the term "Supplier" includes Supplier and its sub-fers 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 and/or the PO. UC and
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
fied acceptance of all
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
ment. Following the Initial Term, the Agreement may be
extended by written mutual agreement.
ed 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
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
h 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
ier 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
Policy, which may be found at https://policy.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 fr
-suppliers, agents, or assigns be considered employees of UC
for any purpose, includi
and Supplier shall not hold itself out as having such authority. Supplier shall be responsible to UC for all Services performed by S
P a g e 9 | 27
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 an
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
ystems 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 Sup
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 2.0AA.
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
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 Good
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
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
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
P a g e 10 | 27
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-
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-
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. S 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
ure 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 Servi
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
P a g e 11 | 27
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.
000,000) per
ion 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
-suppliers will be named as "Loss Payee, as Their Interest May
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,
tten 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
rtificates 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
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.
P a g e 12 | 27
B. For non-Federal Government Contracts Special terms and
Conditions (Non-Commercial Items or Services 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 4
Organizations and Small Business Firms under
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
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:
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
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
urnished 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,
r 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
P a g e 13 | 27
r 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
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, subje
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 U
(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-
ARTICLE 18 CONFLICT OF INTEREST
-making concerning the
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
Gener rds 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
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 Se
y (30) days of such oral
disclosure; and (ii
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 U
Information r 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
utside the United
States, or access of Confidential Information from outside the United
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 of 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://policy.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
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. Supplie
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.
P a g e 15 | 27
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
-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 ens
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,
-supp
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
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
ir 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, Suppl
ependent internal
audit department (http://na.theiia.org/standards-guidance/topics/Pages/Independence-and-Objectivity.aspx
f 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-plier
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.
strument,
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.
y 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;
P a g e 16 | 27
(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
is 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, 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
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
ch 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
o, 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 su
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
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
-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.
P a g e 17 | 27
B. Non-
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 t
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
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
o 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
ion
shal
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
tion
Resources, Supplier shall limit such inspection in accordance with the principle of least perusal. Supplier will notify UC immediately
upon such events.
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
-supplier.
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
P a g e 18 | 27
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 i -posted privacy
http://www.ucop.edu/information-technology-services/policies/it-policies-and-guidelines/records-mgmt-and-
privacy/files/sampleprivacystatement.doc
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).
nce
with the
obligations set forth in Attachment 1.
e Supplier accesses Non-public
Information.
ARTICLE 6 PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF NON-PUBLIC INFORMATION
-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).
-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
e, 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
and
systems protection.
a minimum, such elements as those set forth in Attachment 1 to this Appendix.
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.
P a g e 19 | 27
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
upplier will make modifications to its Information Security Plan or to the procedures and practices
ns to
curity 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
-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.
-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:
and/or the Services, incl
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,
the Agreement will include the following fees and costs which arise as a result of
ification 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
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
warran
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,
rd
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 (POI). 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.
P a g e 21 | 27
B. Without limiting the generality of the foregoing, every comprehensive Information Security Plan will include, but not be limited
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 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;
P a g e 22 | 27
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
erms
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 -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
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 m -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
Supplier Site means an internet site operated and maintained by Supplier that has been made subject to this Appendix.
UC Mark m
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
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
ll
be transmitted according to the appropriate cXML or xCBL standards as the case may be. For Hosted Catalogs, Supplier must provide
P a g e 23 | 27
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.
be
requesting additions, deletions or modifications to the Catalogs. After such advance notification, Supplier must provide UC with
Contract
Administrator; provided, however, that for all Catalogs that Supplier requests to have a January 1 Go Live Date, Supplier must submit
f 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
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
ith
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.
ly as specified in the Agreement. For the
nge
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
property relating to the Goods and Services. Without altering those provisions, the parties additionally agree as follows. UC may
-Out Catalog with one or more UC Marks. If UC requires Supplier to utilize one or more
-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:
r written approval.
-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
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
P a g e 24 | 27
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
l times (including following termination of
(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
ly restore
the Catalog, if appropriate. UC will have no liability to the Supplier or anyone else for exercising these rights.
(c) Acknowledgment
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,
xcept as provided herein, Supplier may not copy or use in any way, in whole or in part, any UC Materials without
k, will
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
SECTION 7 MULTIPLE SUPPLIERS
Supplier acknowledges that all
more than one supplier. Nothing in this Appendix 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.
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).
P a g e 25 | 27
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 Ins
Furniture Items Definitions
Exclusions to below
specific clinical requirem
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
P a g e 26 | 27
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 RESPONSE TO RFP, DATED 8-21-19
See as separate attachment
P a g e 27 | 27
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
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
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
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
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.
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.
Meet with Omnia and UC to review progress and activity.
Action
Date relative to contract
signatu re
Within 10 days
Within 30 days
Within 60 days
Within 90 days
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
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
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
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
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
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 ofthe system to insure everything is operating properly
UC Obligations
Action
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
Participation - Announcement Webinar
Launch marketing through UC internal newsletters
Campus Roll-out Events
Collaboration of UCOP ECOE and P&C to achieve eCommerce integration
Participation in the development and issuance of surveys
3. Place(s) of Performance/Locations
Prior to Implementation date
9-zs-zo -ii/i/zozo
1st Week
1st 3 months
Within 9 months
Within lstyear
Contract Start -11/01/20
Prior to Roll-out
Within 1 month of contract
oct-zo
Estimate 9/29/20 to 10/31/20
Complete -18 mo. from contract
Ongoing
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 Manaser 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
TITLE: Public Sector Sales Manager
Supplier's Account Mana�ement Team is:
Name
Email
Phone
Address
Lisa Carter
Lisa.carter@kimball.com
703-975-3329
1130 Connecticut Ave. NW Ste
1150 Washington DC
Vikki Gibbs
Vikki.gibbs@kimball.com
303-396-4581
5280 E. Caley Ave. Centennial, CO
Haley Rosenkranz
Haley.rosenkranz@kimball.com
812-482-6468
1600 Royal St. Jasper, IN
TBD
TITLE: Vice President, Sales
Name
Email
Phone
Address
Name
Email
Phone
Address
Name
Email
Phone
Address
UC'S Proiect Man�ers:
Contract Implementation &
Rollout for UC Locations
eProcurement Implementation
Sustainability Reporting,
CSR Assessment, (EcoVadis),
Gap Analysis, and Improvement
Planning
1600 Royal St. Jasper, IN
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(a)ucop.edu & Heather Perry
heather.perry@ucsb.edu
Stephanie Lopez stephanie.Lopez@ucop.edu & Yvonne
Macon
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DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
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 applv, onlv 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 anv'ceilin�
hei�ht wall product', ordered against this Agreement through standard/non-construction channels (e.g. PO or P-card process) will
be subiect 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 conformin� product, if qualifiedt 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
c.
'.:_7
negotiated basis.
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.
Paperless Invoicing: This is a requirement ofthis 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 pocufree), 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.
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.
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 Pro�ram
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
a. 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 pocumentation — 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 Buyerfive 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%z% (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
y1���I���bQF CALIFORNIA
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(Signature
KIMBALL OFFICE, INC.
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(Si nature)
wi 11 i am cooper AVP & chi ef Procurement o#���� 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)
Product
Category
Product line
Narrate
Footprint
Systems Traxx & Tiles
Furniture
Xsite
Xsede
WorkAble
Canopy
Cetra
Freestanding
Furniture
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Priority
Dock
Fixt
Kore
Teem
Stow
Scenario
Definition
Fluent
Guide
President
NATIONAL PROGRAM - Manufacturer Discount off List
Volume Discounts are based on Drop Ship for all Product Lines
Drop Ship
65
65
65
65
65
65
65
65
65
54
54
54
54
54
54
54
54
54
54
54
Inside Basic Expanded Volume Volume
Delivery Installation Installation Discounts Discounts
100k-400k >400k
63
63
63
63
63
63
63
63
63
53
53
53
53
53
53
53
53
53
53
53
61
61
61
61
61
61
61
61
61
51
51
51
51
51
51
51
51
51
51
51
59
59
59
59
59
59
59
59
59
47
47
47
47
47
47
47
47
47
47
47
Page 12 of 34
67
67
67
67
67
67
67
67
67
55
55
55
55
55
55
55
55
55
55
55
68
68
68
68
68
68
68
68
68
57
57
57
57
57
57
57
57
57
57
57
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
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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
Tables Kore 54 53 51 47 55 57
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
Stora e 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-S: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
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
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
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.
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.
Meet with Omnia and UC to review progress and activity.
Action
Date relative to contract
signatu re
Within 10 days
Within 30 days
Within 60 days
Within 90 days
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
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
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
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
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
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 ofthe system to insure everything is operating properly
UC Obligations
Action
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
Participation - Announcement Webinar
Launch marketing through UC internal newsletters
Campus Roll-out Events
Collaboration of UCOP ECOE and P&C to achieve eCommerce integration
Participation in the development and issuance of surveys
3. Place(s) of Performance/Locations
Prior to Implementation date
9-zs-zo -ii/i/zozo
1st Week
1st 3 months
Within 9 months
Within lstyear
Contract Start -11/01/20
Prior to Roll-out
Within 1 month of contract
oct-zo
Estimate 9/29/20 to 10/31/20
Complete -18 mo. from contract
Ongoing
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 Manaser 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
TITLE: Public Sector Sales Manager
Supplier's Account Mana�ement Team is:
Name
Email
Phone
Address
Lisa Carter
Lisa.carter@kimball.com
703-975-3329
1130 Connecticut Ave. NW Ste
1150 Washington DC
Vikki Gibbs
Vikki.gibbs@kimball.com
303-396-4581
5280 E. Caley Ave. Centennial, CO
Haley Rosenkranz
Haley.rosenkranz@kimball.com
812-482-6468
1600 Royal St. Jasper, IN
TBD
TITLE: Vice President, Sales
Name
Email
Phone
Address
Name
Email
Phone
Address
Name
Email
Phone
Address
UC'S Proiect Man�ers:
Contract Implementation &
Rollout for UC Locations
eProcurement Implementation
Sustainability Reporting,
CSR Assessment, (EcoVadis),
Gap Analysis, and Improvement
Planning
1600 Royal St. Jasper, IN
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(a)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 applv, onlv 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 anv'ceilin�
hei�ht wall product', ordered against this Agreement through standard/non-construction channels (e.g. PO or P-card process) will
be subiect 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 conformin� product, if qualifiedt 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
c.
'.:_7
negotiated basis.
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.
Paperless Invoicing: This is a requirement ofthis 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 pocufree), 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.
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.
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 Pro�ram
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
a. 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 pocumentation — 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 Buyerfive 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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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
y1���I���bQF CALIFORNIA
�I�-�-� ,�-
(Signature
KIMBALL OFFICE, INC.
<�1�� ��� �� _ �
(Si nature)
wi 11 i am cooper AVP & chi ef Procurement o#���� Goetz, President
(Printed Name, Title) (Printed Name, Title)
5/21/2020
(Date)
05/20/2020
(Date)
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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)
Product
Category
Product line
Narrate
Footprint
Systems Traxx & Tiles
Furniture
Xsite
Xsede
WorkAble
Canopy
Cetra
Freestanding
Furniture
2-1-2020
Priority
Dock
Fixt
Kore
Teem
Stow
Scenario
Definition
Fluent
Guide
President
NATIONAL PROGRAM - Manufacturer Discount off List
Volume Discounts are based on Drop Ship for all Product Lines
Drop Ship
65
65
65
65
65
65
65
65
65
54
54
54
54
54
54
54
54
54
54
54
Inside Basic Expanded Volume Volume
Delivery Installation Installation Discounts Discounts
100k-400k >400k
63
63
63
63
63
63
63
63
63
53
53
53
53
53
53
53
53
53
53
53
61
61
61
61
61
61
61
61
61
51
51
51
51
51
51
51
51
51
51
51
59
59
59
59
59
59
59
59
59
47
47
47
47
47
47
47
47
47
47
47
Page 12 of 34
67
67
67
67
67
67
67
67
67
55
55
55
55
55
55
55
55
55
55
55
68
68
68
68
68
68
68
68
68
57
57
57
57
57
57
57
57
57
57
57
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
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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
Tables Kore 54 53 51 47 55 57
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
Stora e 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-S: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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EXHIBIT B- UNIVERSITY OF CALIFORNIA DISCOUNT & SERVICE PRICING AND PRICING TERMS
B.1 Product/Service Pricing - UC
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 desi�nated 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 forthe 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 durin� 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.
UC 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
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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 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 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 60 61
Flip 59.5 56.5 52 60 61
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Tables
Accessories
and
Technology
Support
Greer
Helio
Independence
Itsa
Joelle
Joya
Lusso
Meadow
Nash
Nate & Natty
Niles
Pairings
Pep
Physician
Exam Stool
Poly
Pose
Shore
Splendor
Spruce
Stature
Svcamore
Theo
Tucker
Villa
Wilder
Wish
Bloom
ContemK
Dock
fiXt
Kore
Overbed
Pose
Scenario
Teem
Villa
Perks
Jolt
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
59.5
60
60
60
60
60
59.5
60
60
59.5
60
60
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
56.5
57
57
57
57
57
56.5
57
57
54
57
57
52
52
52
52
52
52
52
52
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52
52
52
52
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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
Stora�e Rate per Sq. Ft. Comments
Storage (for anything beyond
the mandated 30 days)
$1.5�
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 Hourly Rates Comments
Installation and not to be less
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
and Santa Barbara $65 for UC Merced,
Basic Installation Rate (utilizing $53.04 -$65 gerkley, Santa Cruz, San Francisco, UC
Standard Labor) Davis
Services Associated with Discount off List
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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:OOam-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://policv.ucop.edu/doc/3100155/SustainablePractices
• UCSUSTAINABLEPROCUREMENTGUIDELINES:https://www.ucop.edu/procurement-services/ files/sustainableprocurementauidelines.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.
ELECTRONICTRANSFER OFSUPPLIER 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.aov/sites/default/files/attachments/press-releases/ftc-issues-revised-�reen-
�uides/�reen�uides.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:
1. 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 e-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 1,000 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. Formaldehvde and Volatile Or�anic Compounds (VOCsI: 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 Polv-Fluoroalkvl 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. Polvvinvl 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) ofTitle 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 polv-fluoroalkvl 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 Or�anic 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 Reportin� Requirements
UC Svstem-wide Purchase and Usa�e Reportin�
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 priorApr-Junequarter
• Oct: for the priorJuly-Sept quarter
Sustainabilitv Reportin¢
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 (Ibs.)
• 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.
Reportin¢ of Patronaee/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-reportin�.html
Assistance on completing the form: strate�icsourcin�reports(c�ucop.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 Er�onomic 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.
2-1-2020 Page 30 of 34
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
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,
2-1-2020 Page 31 of 34
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
Contact: Jason Sullivan
PH: 714-692-6667
E: jsullivan@qualityofficefurn.com
Diversitv: WBE
Dealer #5
Systems Source, Inc.
530 B Street, Ste. 110
San Diego, CA 92101
Contact: Rosemarie Smith
PH: 619-822-2453
E: rsmith@systemsource.com
DiversitY: WBENC
Campuses
covered
UCSF, UCSF
Medical
UC Berkley,
UC Santa Cruz, UC
Merced, UC Santa
Barbara
Design, Project
Management, Moving
services
Services Offered
Receive, Deliver,
Installation,
Reconfiguration,
Design, Project
Management, Moving
services
Manufacturer
showroom location(s)
Los Angeles, CA.
2-1-2020 Page 32 of 34
DocuSign Envelope ID: 6EA2A94D-4C9C-4D2E-AC56-49EAB2A1249B
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-reportin�-files/patrona�e-and-incentives-contact-list.pdf
2-1-2020 Page 34 of 34
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1
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR 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
OMNIAPartners.
1.1
Requirement
The University of California (hereinafter defined and referred to as
Procurement on behalf of itself and the National Intergovernmental
Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners,
Public Sector 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 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 throughOMNIA 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 hasagreed to pursuethe Master Agreement. Use ofthe
Master Agreement by any Public Agency is preceded by their registration with
OMNIA Partners as a Participating Public Agency in OMNIA
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
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.
2
OMNIA PARTNERS EXHIBITS
EXHIBITA- 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 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 PublicAgency 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
3
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR 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
OMNIAPartnersAdministration 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 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
4
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR 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 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 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 need to respond to multiple
solicitations and Public Agencies need to conduct their own solicitation
process;
D.Combine the aggregate purchasing volumes of Participating PublicAgencies
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 OMNIAPartners 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 executive management,
(2) the Master Agreement is Supplier's primary to 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
in red.
5
OMNIA PARTNERS EXHIBITS
EXHIBITA- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
2.3 Pricing Commitment
Supplier commits the not-to-exceed pricing provided under the Master Agreement
pricing is its lowest available (net to buyer) to Public Agencies nationwide and
further commits that if a Participating Public Agency is eligible for lowerpricing
through a national, state, regional or local or cooperative contract, the Supplier
will match such lower pricing to that Participating Public Agency under the Master
Agreement.
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 Agency
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. Total 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
OMNIAPartners, Supplier will agree to renegotiate in good faith the pricing terms
of this Master Agreement.
red.
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR 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
qualifications to extend the resulting Master Agreement to Participating Public Agencies through
OMNIAPartners.
3.2 Company
A. Brief history and description of Supplier.
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 maycome and go, wehavealongstanding history of being able evolve. To new and
takeit to the next level.Toapply modern craft to problem-
solvingdesigns inaway that supports theway peoplewant to work. Andwhilewhat wemakeand how wemakeit willcon
tinueto advance, our purpose remainsconstant to craft so everyonecan perform at theirbest.
The workplace 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
purpose has remained constant to help people achieve their potential in their own, unique way.
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR NATIONAL COOPERATIVE CONTRACT
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
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
possibilities, sharing ideas, and bringing
people, technology, space and work
process into harmony. By empowering
recognize and address unmet needs.
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 City State Email Address
VP Sales Lisa Carter Washington DC Lisa.Carter@kimball.com
Dir of Sales South Holly Fortune Dallas TX Holly.Fortune@kimball.com
Dir of Sales West Vikki Gibbs Centennial CO Vikki.Gibbs@kimball.com
Dir of Sales Midwest Joe Roberts Fishers IN Joe.Roberts@kimball.com
Dir, Public Sector Sales Rhonda Hammack Washington DC Rhonda.Hammack@kimball.com
Dir, Healthcare Sales, Innovation &
Design Aneetha McLellan Omaha NE Aneetha.McLellan@kimball.com
Region Manager Christine Wallace Washington DC christine.wallace@kimball.com
Region Manager Dianne Brindisi Boston MA Dianne.Brindisi@kimball.com
Region Manager Holly Hughes Atlanta GA Holly.Hughes@kimball.com
Market Sales Mgr. Amy Aebert Charlotte NC Amy.Aebert@kimball.com
Market Sales Mgr. Amy Warren Boston MA Amy.Warren@kimball.com
Market Sales Mgr. Andrew Gillum Dallas TX Andrew.Gillum@kimball.com
Market Sales Mgr. Angela Boggs Tampa FL Angela.Boggs@kimball.com
Market Sales Mgr. Brad Trumbo Seattle WA Brad.Trumbo@kimball.com
Market Sales Mgr. Brian Schuermann Cincinnati OH Brian.Schuermann@kimball.com
Market Sales Mgr. Bud Miller Vestavia Hills AL Bud.Miller@kimball.com
Market Sales Mgr. Carrie Daniel Fishers IN Carrie.Daniel@kimball.com
Market Sales Mgr. Chris Parker Leawood KS Chris.Parker@kimball.com
Market Sales Mgr.Dan Barry Malvern PA Dan.Barry@kimball.com
Market Sales Mgr. Daniel Luntz New York NY Daniel.Luntz@kimball.com
Market Sales Mgr. Elizabeth Irizarry North Miami Beach FL Elizabeth.Irizarry@kimball.com
Market Sales Mgr. Erick Paul San Francisco CA erick.paul@kimball.com
Market Sales Mgr. Gerhard Stadel Los Angeles CA Gerhard.Stadel@kimball.com
Market Sales Mgr. Heather Rowan Exeter NH Heather.Rowan@kimball.com
Market Sales Mgr. Janice Schroedel Pewaukee WI Janice.Schroedel@kimball.com
Market Sales Mgr. Jeannine McGuill Leander TX Jeannine.McGuill@kimball.com
Market Sales Mgr. Jennifer Bays Franklin TN Jennifer.Bays@kimball.com
Market Sales Mgr. Jeremy Thole Dallas TX Jeremy.Thole@kimball.com
Market Sales Mgr. Kara Fultz Louisville KY Kara.Fultz@kimball.com
Market Sales Mgr. Kelley Mansfield Erdenheim PA Kelley.Mansfield@kimball.com
Market Sales Mgr. Kim Hart Hilliard OH Kim.Hart@kimball.com
Market Sales Mgr. Kim Lutz Webster Groves MO Kim.Lutz@kimball.com
Market Sales Mgr. Kris Landis Branford CT Kris.Landis@kimball.com
Market Sales Mgr. Kristen Anderson Roswell GA Kristen.Anderson@kimball.com
Market Sales Mgr. Kristen Diamond Atlanta GA Kristen.Diamond@kimball.com
Market Sales Mgr. Kurt Gombatz Los Angeles CA Kurt.Gombatz@kimball.com
Market Sales Mgr. Kyra Mabey Salt Lake City UT Kyra.Mabey@kimball.com
Market Sales Mgr. Lauren Meyer Albany CA Lauren.Meyer@kimball.com
Market Sales Mgr. Mary Ellen Quinn Leesburg VA MaryEllen.Quinn@kimball.com
Market Sales Mgr. Mary Redd Midlothian VA Mary.Redd@kimball.com
Market Sales Mgr. Michele Helsel O'Fallon MO Michele.Helsel@kimball.com
Market Sales Mgr. Michelle Martin Raleigh NC Michelle.Martin@kimball.com
Market Sales Mgr. Mick Ann Koratsky Cordova TN Mick.Ann.Koratsky@kimball.com
Market Sales Mgr. Mindy Caldren Canal Fulton OH Mindy.Caldren@kimball.com
Market Sales Mgr. Nick Alessi New Providence NJ Nick.Alessi@kimball.com
Market Sales Mgr. Nick Chonich Dallas TX Nick.Chonich@kimball.com
Market Sales Mgr. Noelle Hudak St. Louis Park MN Noelle.Hudak@kimball.com
Market Sales Mgr. Patti Wentz Chandler AZ Patti.Wentz@kimball.com
Market Sales Mgr. Renee Weir Washington DC Renee.Weir@kimball.com
Market Sales Mgr. Samantha Crosson Truckee CA samantha.crosson@kimball.com
Market Sales Mgr. Sandra Beringer Boston MA Sandra.Beringer@kimball.com
Market Sales Mgr. Stephen Mills Oradell NJ Stephen.Mills@kimball.com
Market Sales Mgr. Steve Barton League City TX Steve.Barton@kimball.com
Market Sales Mgr. Storey Gram Chicago IL Storey.Gram@kimball.com
Market Sales Mgr. Tara Kalva Bailey CO Tara.Kalva@kimball.com
Market Sales Mgr. Theresa Comer Kirkland WA Theresa.Comer@kimball.com
Market Sales Mgr. Tom Bair Staten Island NY Tom.Bair@kimball.com
Market Sales Mgr. Tyler Simmons Wauwatosa WI Tyler.Simmons@kimball.com
Market Sales Mgr. Will Taylor Denver CO Will.Taylor@kimball.com
A&D Specialist Carrie Richards Atlanta GA Carrie.Richards@kimball.com
A&D Specialist John Hindman Bethlehem PA John.Hindman@kimball.com
A&D Specialist Julia Glazer New York NY Julia.Glazer@kimball.com
A&D Specialist Ogge Schieber Chicago IL Ogge.Schieber@kimball.com
A&D Specialist Tara Rohland Washington DC Tara.Rohland@kimball.com
Healthcare Specialist Alyson Wood Exeter NH alyson.wood@kimball.com
Healthcare Specialist Rebecca Williams Glenshaw PA Rebecca.Williams@kimball.com
Healthcare Specialist Rene Inman Birmingham AL Rene.Inman@kimball.com
Healthcare Specialist Sheri Hurley Washington DC sheri.hurley@kimball.com
Healthcare Co.Creation Specialist Jill Houpt Chambersburg PA Jill.Houpt@kimball.com
Healthcare Research and Training
Manager Lissa Marshall Omaha NE lissa.marshall@kimball.com
Prod. Application Spec. Mia Diaz Los Angeles CA Mia.Diaz@kimball.com
Prod. Application Spec. Shelly Lehner Greenwood IN Shelly.Lehner@kimball.com
Public Sector Sales Mgr. Erik Soderlund Westfield IN Erik.Soderlund@kimball.com
Public Sector Sales Mgr. Karen Kontoulas Southport NC Karen.Kontoulas@kimball.com
Public Sector Sales Mgr. Wendy Schnarr Dallas TX Wendy.Schnarr@kimball.com
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR NATIONAL COOPERATIVE CONTRACT
C. Number and locationof support centers(ifapplicable) and locationof
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
1 Pennsylvania Location
Showroom Locations:
Chicago, Illinois
Los Angeles, California
Atlanta, Georgia
Boston, Massachusetts
Washington, D.C.
Dallas, 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
E. Submit FEIN and Dunn & Bradstreet report.
Kimball Office Inc. FEIN #35 1688210.
�,
D� �'.
KiMBA�! 6�F!CEiNC. =�I ��mFaYfYe�.M�
Summar►�
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K��BA�L OF�IC� I�IC.
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7ifj�25i: . ., -:4_ :3�i+Ei� 114. d�jd�J� �]ii�`J
s . =i
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LL{J-#,FS: ?9�73i��#47
in �ort€nlia: 'es
Tags: hotag�
1�4f#5_ �3431Qr�
Risk of Bad de6t YJrit�
off
{No charsge sirxe last mnnth�
Rerent Alerts
Cash FlowRisk
3tirii3ip=;".-, ,
AygP vf Business
32 yea rs
�'��o �+Ec' _ [a'C2�
—',Ert 3i�a �:] 3�tf:= !: ,7!=71�j
Cornpany Profi9a
g- U- N-S
Legal Form
History Reeard
�atelnearpoeaced
Mailing Address
Tehepf� o ne
YJebsite
'f'_'.... . � : 311.:.3 ta=� �i7 :'.I..
PresentConcrolSu€€eeded
S;;ec d}6naela S�aninka ; =- 30 '� _
Emp�ayees
2,�0�
Ernpiayees
Age (Year Star.edj
Named Principai
Line af Business
. � � •nfiwUPj
State vf Inrnrparation
4wn ers hip
. . � � -1 ed
Resk Ass.e ssm en c
Overalf Business Risk
F' =` �L�S€R�4TE.H
I
Dun & Bradstreet Thinks...
• Ow�era�l assess�-nenc o' �nis orasni=atiasi ower ihe M1exc 1� montt�s.: SOME-
FIN AN C IAL-ST RES 5-CON C E R NS
• Based or ;he pr�.jic.eo- risk of bvsines=_ �?s<ar.=in�acion- 0.90DERATELY-
H I G�-I ER-T FFAN -AV ERAG E- RIS IC-� FF I NAN C IA L- STR ESS
• Based or zhe pr�dicce� risk o� severely delirqUen� paymarv..s: MDDERATE
P4TENTIAL FOS� SEYERELY UELINQUENT PAYMENTS
D&B Viab�ffty Rating
POF[f4I10 COT�3C750[l Stofe
Maximum Credit
Recommendation
The rec�mrnerde� mit s �ased
o-r- a rno�era�ely low proba�ilit� o-f
severe delirquencv_
�4fT5AdR]'�5 F:s3_'eYe: i5: �
_.-.. ,��I: F,�-I :5 Reo�ahta;xy tha: a rori�any will ga out af h�si�ess,
��{6f11B �4ff'Y2fs�lf4d{SIL'ff, OF fik2 f4f
barss.�u�c:}IirsaPvency•n�:thir, che nex� 1� mont�s:
4. 00 %
f2'tsk of Bad Deb[ Writ�off �a'::;-.-�7xr. a= ct�a Fs;lura Sc�e�
F3_� _v��Y:;rs
-="•r �'xi>k [14f11 �ig� �Eisk (1 f
Company's r„sk level ss: � . ' ,
�asea on tfe �$.B Fa .are Jcore.the proba�ilityof failure fae 2?�is cor7pany in
che next 1�•nont�s is 0.76 Yo , wh1c� makes it a . .. � risk for you ta
ncur a wra;e ¢fF.
Cash Flow �isk �._ =o s:r.own a=_ *re sel�neuancySca�eJ Pas# 12 Manths
�
! ow Risk I 10G1 �igh R9sk f 1}
Com�any's risk level �s:
Based o� �he �&B �linq�ency 5core repo�ng a payment9ehavEo� of
INC�NSISiENT AhiQfOR SLOWER FAYMENTS . this compa�s is predicted �a
i�ave a Fisk of a negative :�npact m your cash flow.
Payment Behaviar
?asc = M.�.hs
Low Risk I 1dJl Hi�e iCisk i4�
Company's risk le•rel :s: . . � �
days Be�a�d 7z*ms : 18
6ase�? o� a D&6 PAYCEI{;� of
According to the C&B Pr�YDE��i Score, chis �or7pany paid i� verdors o� �8
day=_ beyord tredi� rerms.
D&$ Rating
Em�Foyee Si=e Risk Indtcatae
1 R = -. ..,. .-,. - _ .. `i � - _. � �
- =i ,di-�- _ _i
1 FIQU 1 RlES
No en�uiries i�tarrna:ion avai�able fa� t�is canipany
Legal E4enes
Everxts Occurrences Las# Filed
9ankr4o�cies 0
Judgemenrs 0
�ens 1 Oo 1.��?016
Suias 0
UCC 2 I 1 ?6 ?007
Employee Size
IfS ..- -� 1=--3r7
Frade Paymencs
�i�i]g5� �c�St ��72
k.=h e s t?r o•ry Owi r.g
US� '148,000
Laraesc H=gh Cre�ic
US� 200.000
Own ers n ip
Tota. T=a3e Experiences
59
Average Figh C�e�.t
U55 �3,832
This �oripany is a Hea�quarters, Su6sFdiary+
Giahal 3Jltimate, �omestic U1Yimate
"=�� L i; -E= _ �%.�
Payment Behaviar
?asc = M.�.hs
Low Risk I 1dJl Hi�e iCisk i4�
Company's risk le•rel :s: . . � �
days Be�a�d 7z*ms : 18
6ase�? o� a D&6 PAYCEI{;� of
According to the C&B Pr�YDE��i Score, chis �or7pany paid i� verdors o� �8
day=_ beyord tredi� rerms.
D&$ Rating
Em�Foyee Si=e Risk Indtcatae
1 R = -. ..,. .-,. - _ .. `i � - _. � �
- =i ,di-�- _ _i
1 FIQU 1 RlES
No en�uiries i�tarrna:ion avai�able fa� t�is canipany
Legal E4enes
Everxts Occurrences Las# Filed
9ankr4o�cies 0
Judgemenrs 0
�ens 1 Oo 1.��?016
Suias 0
UCC 2 I 1 ?6 ?007
Employee Size
IfS ..- -� 1=--3r7
Frade Paymencs
�i�i]g5� �c�St ��72
k.=h e s t?r o•ry Owi r.g
US� '148,000
Laraesc H=gh Cre�ic
US� 200.000
Own ers n ip
Tota. T=a3e Experiences
59
Average Figh C�e�.t
U55 �3,832
This �oripany is a Hea�quarters, Su6sFdiary+
Giahal 3Jltimate, �omestic U1Yimate
"=�� L i; -E= _ �%.�
Payment Behaviar
?asc = M.�.hs
Low Risk I 1dJl Hi�e iCisk i4�
Company's risk le•rel :s: . . � �
days Be�a�d 7z*ms : 18
6ase�? o� a D&6 PAYCEI{;� of
According to the C&B Pr�YDE��i Score, chis �or7pany paid i� verdors o� �8
day=_ beyord tredi� rerms.
D&$ Rating
Em�Foyee Si=e Risk Indtcatae
1 R = -. ..,. .-,. - _ .. `i � - _. � �
- =i ,di-�- _ _i
1 FIQU 1 RlES
No en�uiries i�tarrna:ion avai�able fa� t�is canipany
Legal E4enes
Everxts Occurrences Las# Filed
9ankr4o�cies 0
Judgemenrs 0
�ens 1 Oo 1.��?016
Suias 0
UCC 2 I 1 ?6 ?007
Employee Size
IfS ..- -� 1=--3r7
Frade Paymencs
�i�i]g5� �c�St ��72
k.=h e s t?r o•ry Owi r.g
US� '148,000
Laraesc H=gh Cre�ic
US� 200.000
Own ers n ip
Tota. T=a3e Experiences
59
Average Figh C�e�.t
U55 �3,832
This �oripany is a Hea�quarters, Su6sFdiary+
Giahal 3Jltimate, �omestic U1Yimate
"=�� L i; -E= _ �%.�
10d �
9iD ��
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14 I ���� v — v�--���
4
Allr, � c�c't ��ov � ysu rr� rwe �wA 1r�r juN cueAe
�Rt9 �F1& 24!& �IM8 �IYIA �Di9 2LF19 7V;9 ZU74 �013 7J7'19 a714
FailuRSfa'e � Ilir.;�.�r; P.�= :,�,� ,--
Cd5I1 FIOW {�FS�€ {AI=_o Knovm As The �e�nqueracy5core}
� . }:`� r-'= �
_:�; F,:�kI1QGl
�ase� on a D&� dezr�q�ency Store o°
■ Properkiori of pasc d�e balances rotozal amaun¢ owing
■ Nipher r"sw �fidus�:� based or. delinquer€y rates for :flis ir�dustry
* Lim�:ed t:n-ie under p�eser: r:-iarager-ienkcan¢rof
■ Proptukio� or slow payrner�s:n recentmont�e
■ Evi�ance ofo�en:':ens
��ve of R: sk ��x• S:a•e Proba�' �ty of delinquerxy
521 d.2046
Business and Industry Tre-nds
100 -�.
� -
BO
� _-
� -..__. _.... .
5+0
�+D
3O
�
10 � U
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Comparec ta Bus;nesses in 789
Gat7base
y �.���
+�uG I s� I� I Mov I� I yw I#� I w�R I�t I ww I�r+ I e�e
]QS9 �u�l8 3U!& 21H8 71518 �CFB .'M1�' � �19 ,�019 i1�79 2�719 b714
DelinquenrySoore � Intluavyh/edian_. ___
10d �
9iD ��
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14 I ���� v — v�--���
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�Rt9 �F1& 24!& �IM8 �IYIA �Di9 2LF19 7V;9 ZU74 �013 7J7'19 a714
FailuRSfa'e � Ilir.;�.�r; P.�= :,�,� ,--
Cd5I1 FIOW {�FS�€ {AI=_o Knovm As The �e�nqueracy5core}
� . }:`� r-'= �
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■ Properkiori of pasc d�e balances rotozal amaun¢ owing
■ Nipher r"sw �fidus�:� based or. delinquer€y rates for :flis ir�dustry
* Lim�:ed t:n-ie under p�eser: r:-iarager-ienkcan¢rof
■ Proptukio� or slow payrner�s:n recentmont�e
■ Evi�ance ofo�en:':ens
��ve of R: sk ��x• S:a•e Proba�' �ty of delinquerxy
521 d.2046
Business and Industry Tre-nds
100 -�.
� -
BO
� _-
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3O
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Gat7base
y �.���
+�uG I s� I� I Mov I� I yw I#� I w�R I�t I ww I�r+ I e�e
]QS9 �u�l8 3U!& 21H8 71518 �CFB .'M1�' � �19 ,�019 i1�79 2�719 b714
DelinquenrySoore � Intluavyh/edian_. ___
To tal Trad e E x peri en ces=
Largett High CFz�it
US$ �40,000
p.Verage Hioh Credi=
USS T3,832
Tota� Unfavaratrle Comments=
�argestNig3� Credit
' �=3 ,_
iotaE P9aced tn Collertions:
r
�=ga>[ H;g'.i Credi�
US$ 0
Trade Payments �y Credit Extended (8ased an 72moR#hs oF da#aj
Range af Cre�it EKtended {USS] Number af Paymen¢ Experien�es Total Value °h Nfithin Terms
100,�00 & o-ver 1 US� '_64,060 �0
SU,QO� 99.999 1 U53 84.444 �0
15.0�0 ��,995 � US$ 1'_0,4QG 7�
5.400 1 d,999 10 U5$ 57,544 74
1A4� �,999 7 1755 8,544 3�
Less cFian 1,440 l4 U5� 4,364 63
Teade Payments �y Industry (6ased on 2� munchs o; �akal
La st
iJumhero� Hi�i
Payment Credit
Industry {ategauy - Experiences iU551
° i� T2X�"� FIFIII �46JC45 1 �00,i,00
�221 FAanmade b�o-adurv� r*iill 1 '�0,9V0
-?� Furnit�re an� F•xr�res d 40,0�0
�5�1 M1,lrgwoa:i or�ice furn 1 1,fl00
25�� Mfg rso€�v�rd offfce fufR 2 �O.fl00
�5�1 Mfg woc� �x4ures I �0,000
• 32 Sto�e. Clay. Glass, and 7 5,000
Concre�e R�od;�css
3�91 h,irg ab-asive p=od:.icks 7 S,ti00
- 33 Prirnary Ff.etal Inda�stries I �S,'��0
335.1 Mrg aluri ext u�� prd� 7 �5,0'JO
= 35 Ir.du�t-ial ard Comriercial I S,OUO
�.9achir.ery 3nd Compueer
Equipr-ier.:
3�7' Mrg :omRUGe-storage 1 5,0'JO
°l.Within 1-34 3f-60 61-9�A 91�
7eems ffays days Days D-ays
�Expan�[o Late Late iate Late
View1 i14f i94} iibl f'i.i
3p SG C 0 4
0 4 50 �0 4
d9 4 49 9 _
3p 4� 5� 0 4
7 p0 4 {1
1pp 4 0
❑ 144 .�
0 4
6 0
6 Q
� �
Numherof Hi�i
�aymant Credit
Indushy {ategory - Exp�eriences {US#J
• t2 Moior Feigh<Fran=_po=tacion 2 7,9�0
a�d'�`1aee.�ousino
d�13 Tru:kir.g noM1 local 1 1,Os�0
d21.1 La€al tr�c:� wlstora�s 7 1,��0
- 15 i ranspoetacion b1 Air 7 'S4
��i3 A�r �ourie= seevi€e 1 'Sd
• d8 Comrnunirat�ons 1 750
1813 Tele�hone corirnur c-ns 1 750
-�.9 Ele:tric, Gas and Sar�ikary � 75d
SzT„'ices
1911 E;a.ari� serv�ces 1 754
.�G Wnolesale Traue p�ra�le 6 7,S�J❑
Gcaffs
5055 � Whvl 2§eezr�ic Aarts 1 1,��0
�07'_ Whal har�ware � 7,SOd
507d Whol p;umalhydranics � 1,fl�0
5055 Whal ir.dusteial s�ppl 1 0
. �1 bV�olesale Tra�e 6 6fl,fl�0
�ondu �ab':e Goods
311'_ Whvl ad�ce supplies 2 SOd
ada
5113 Whol =Prv's�� gapea 2 S,O�d
57 31 Whol p.ece goa�s � 8fl,��]0
• 51 Nondepa�itory Cre�« 1 �5❑
Inskitutiar.s
6153 Si�or; bern �u�n credit 1 �54
• 73 B�s:ness Serv.cas 3 ?G,'�00
7363 Helps�tppayservice _ ��.��0
7339 hlisc bu=_ir.ess serv�ce 1 0
- 87 Era:neering Accountang 1 S,Ofl4
Researc� h/.ar-ager-ientar.d
Related Ser:=ees
873.3 �esc ng lanoracory 1 5,�00
• 91 Exetucve�eais•a�i�reard � 15,��0
Gerve�al Government excep¢
Finan:e
9111 Exe��titi�e o�i€e 1 S,�Od
9121 Legislacive bn�y I 15,0�4
• 93 F��li� Fnanee Taxatian an� 3 70,0�0
Mone:ary Roi�cy
9311 P.�bli: firva�ce 3 1�,��d
• 99 Non€las=_ifia�le 1 "SUd
Esrablishrnenis
94Wiehin 1-34 3t-60 fi7-94 91-
Teems �ays days tiays Days
{Expan� to La[e Late ia� Late
View1 [%} ;9r.} (561 {°k}
100 Q �
0 54 50
50 C� 50
�oa a o
� 4
9 G
9 4
a e�
1p0 Q 0 0 4
100 0
100 4
5 95
0 4
30 Ir
3� �2
5G =.C�
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0
0
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�
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0 4
0 6
0 4
0 ❑
0 33
0 4
0 Q
100 Q ti
50 16 10
0 4 fl
0 4
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50 54 0 0 4
100 Q f� 0 Q
100 4 0 0 C�
100 4 ti 0 4
La st °hlNithin 1-34 3�-60 fi7-9d 91•
Numheroi Hi�i Terms Days days �ays Days
Payment fredit {Expandcn Late Eate ]_atie LaRe
IrndustryCategory - fxperiences {4JSS1 Yiew1 f%} S°!i} i55i {'�i
9999 NorxeiassiRed 1 '_,S�d o ioa 0 0 �
Trede Lines
❑ate of Selti[eg
Experience - Paymeflt Status Terrns
47f 19 Pays 53ow 34+ F� 30
45ft9 Fa}'s Pro�-iptfy
46l19 Pa}•s PrcmpGy
6Sf19 �ays Rracnpty
45Ii 9 Pays P.'o--�npt'y h 30
Q6119 Pays Prflsnptso Slatv
3p+
Ofii19 Rays P�ompt co Slrnr
so+
46119 Pays Pror.pi�o Slow
34+
45114 Rays P�o�npc :o Sla�.v
5�+
4fiI19 Aays Pr�p[:o Sl�w
64+
46f19 Pays Pr�ptso Slo-vr
54+
Ofi119 Pa}�s Rrampt i0 �I6Y4 Fr 30
154+
45119 Rays S'ow 34+
45I19 Aa}s Pra.nptiy
OGIi 9 Pays SsQw 3Q 60+ Reg�:ar
ter-ns
45f19 Pays :iow 60 90+
46119 Cash
accoz� n t
051i9 Cash
acco� n t
46{19 C3 s h
accou n �
45ft9 Cash
3C€OU fYi
4fi;19 Caah
accav n �
06119 Ca s h
ac€ou n t
Hogh Credit
{iISS}
',S�19
'-0,6flfl
75fl
-5�
fl
�C�J,O�fl
5,6afl
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10.44^�
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S.Ot7{]
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�� {USS
544
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0
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f 64,66Q
100
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be o�ta�ned frorn tF.e offi�ial sau�ce.
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�
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ICIMBALL OFFICE 114CfJRPGR.:�TEC
STATE QF INdIANA
F.9ARIDN COUkTY CIRCUIT COURT. Ih1dIAiJAROLiS. IM1l
i1 �$ '647
�ee ��F�,�
�
.3.3 : n f e: � �_� �GL'r
FEtng Nurnber
Received Dace
Co1Pa tera I
Serure� Paety
deh ta rs
FRing Offire
0; OQG 11052GL14
1' 1� '_447
�.ease�� E�vipment
WFiAYNE SLrPRLY COMPAhJY. LGUISVILLE, ICY
KIM�A,LL IN7ERNA�IQMAL R.3AR14ETING, INC., JASPER. IN
SECRETARY OF 1TATEfJCC d1V1510N. IF� CIA#�'APOLiS. IN
Ths a��lic recard �ier--�s �or.=ained in tiis re�or: r-iay'nav= bee� pai�, termina�ed, va�a�ed or feleased prior .o �h.s date
�is �epori vras ora�ted. This irsforrnaton may not be revroduceo -n who<e or :n par� by a�y means of reprod�ciion
There may be additional LiCC F.-:�gs in a&B's fileon chis tompanyavaila�le hy [arcackirro 1 600 '_3A 385:.
The�e mal be addit;onal suots, S�e�s, or;lidgements in D£�B's fite on tfiis cornpany awailabas ;n the U_S. Pubsrc Records
Da�abase,abso cov=rQa vn�er your �o-r.:racc. Ifyou wauld'-�Re rnore informa�io� on this dacabase. please conta�t che
Cuscome- Reso�rce Cen:er at 1 600 '_3� 30'67.
A IFen ho�der ca� file ct�e same lien in rnvre than orxe filir�g iocacior�. The appearance o-f rnuitiple �iens nletl 4y the sa�e
lien �noldee agaC�s� a debtar may ne irsdicakive of szch ars occ�rrere€e_
��]�Cld� �V�Cl�S
�1���fl��
A Rasing change has occurreu on �his company_
9G 1� �076
Thiz rornpany is an o�era�irta subsi��,ary of Kimvall Furniwre Group, LLC, Jasper, I#�.
Susiness scarted 1986 hy the �arent carnpany. prese�< <on:rar sv�eeeded h�1ar ?616.
The C�ief Exa€u�i,re dfFi€er is ncvu Mic#�ael 1+4agner, pFes..
Company Profil�
Compa�y Overview
D-7J-F�-S
Legal Forrn
Mailing Address
Tekephane
Website
r;.,., . .=aii= , __ t � _:���3 =..
Present{antroliucceeded
Employees
�'i35tOI}' Fif{4F�
Qate Incorparaked
S�ate oflncorporatian
Ownership
. . . _ . ;:iE:J
�USIfIQ55 {�C�ISk{dClOA
Age (Yaar Starxedj
�larned Prinripal
Line aF BusFness
Corpora�e a�d 6usiness registeacior.s =epo�ced by ti�e secre;ary of s.are oF rher o�ricial saurce as of: 46 3d '_419
This �a:a is Far in`ormakianal purposes only, cerGRcaEion can on:r be obtainetl 4hrough [he Off;ce of�he Secretary o�Scace.
Registered Name
Corpaeativn Type
Business Commenced On
Stake af Incoegoration
�atelncorporaced
Registeation ID
Registration Stacus
FkFng Qate
Wfiere Fiied
Registered Age�t
Name
Add ress
Pri n cip a Is
Offi cers
�Ol}GIr.S R F?ABIG. CHB
THOh�Ih`5 LI-kABIa,V CHB
JAMES C THYEN. PRE1 CEQ
RONALDJ iF�YEhl, SR EKEC V aRES
iCIMBALL OFFlCE IhC.
Carporatiosi (LlSj
19Bfi
INdIANA
68 iS 198fi
19B6�8 53i
F� CTl VE
OS 18 19B6
SECREi,�RY OF S7ATElCORPORATIONS DIVISION
Jul,a E He.:= Cassidy
16UA Royal Skree�, Jasper. IhJ..175d6�236
JOHn T THYEN, SR EKEC � pRES
C. ALLEF� RARKER, l+ PRE1
R. GREGDRY kIh10ER, TREHS
D�re€tors
DiRECT�R(Sj- THE OFFiCER�S]
Co�npany Erents
TE�e fal{awing infaemakion was reported on: 11-Q3-�918
The Indiana Secrexary o-f S�ate's �usiness registratians f�le shawed that I{im�all International Ma�ke��g, Inc, was regis�ered
as a corporacion an A�gvst 18, 19$6. By �harter amendmentthe business aame wa3 �hanged co 4{im6all dffice Int. ore April
1'_, _'611.
6usiness start�d 19E� �y tha aarent€ornpany_ Prese�<<orzra succeeded Mar �416. 1UU%afcapkcal stac4, is ov�rned hy
ISimaal Ir.;err�atio�al Ine.
dOUGLASA HRBIG born 144fi. 1975 pres�nternp:oJed here; 1981 pres€derv.t; 199� CED. 197� 1375employed wiah Indiarta
hacior,a' &anic. �ommerc:a' Ioan ofi;cee. 1969 1977 serwe� zhe'Jr �*ed Scate=_ A�my. Grad�a:ed fearn 5� Lau"ss �Jn�versity in
1967with a 9A Degree a�d f�o-m Ind�;a�a Lniver=_<}� in 1909 vr:=h s� h�gp pegree.
THOh1A5 L I-fAB1G 6orn 13'_S. 195� presen�ac.iue wi�h para�t cornparvy 1586 grad�sate� Tulane Lln2ve-sity, New DrFeans, Lr4.
JA.MES C TFlYEN borrs 19d4. 196� prssenta€:�we with parent �omparsy. !955 graduaced 7{avier Univers�t}•, Cin€innati, 01-E (B5}
an� 1967 Indiana iJn3versity, Blo.ming:on. IN �MBAy.
ROh1ALd J THYEhl born 1437_ 1959 pres�r.', a:kive witP� par�nz. 1959 gr��;.iated �rorn Iwotre Dame iJniversity_ Svuch BenG, IF�.
�OHN TTHYEPJ born i438. 19fi1 prasentacziae wi�h �arant €omparsy.
C. ALLEhJ PARkER. F�n.e�e�e�� are urxnown .
R. GREGORY ItiIkCER. Antecedenes are vnknawn .
BusinessAetivitiesAnd Emplvyees
TE�e faRlawing informat�on was reported on: 11-43-�918
Business Information
Trade Names [511851DFARY DF KIF.3BALL RJRkITIJRE GR�L1P, LLC.JASPER. IN}
Busin�ss Irtfofrnation
�es€reptEon
Emptoy ees
Fonancing S�a¢us
Irn�ortfExpnrt
Seasonal4ty
Faeilities
Location
SIClbiAICS Infarmation
Sl{ Cades
25 Z�
Z5220400
NF.ICS {odes
337�14
Gavernment Activit}
Ac#ivity Summary
Horrowe r(dirfG uar�
,+�minSstraaive Debt
Cantrattor
Gra ntee
Parcy excFuded from federal
program�s}
Subs'sdiary of If�mb3=' F�rr�fkurQ bro-;�p, LJc, Jasper, IM1 startied 1988 •Mhich apera�es
as F�fg v�•ood ofFce �� �r�eure, rnF� ofF�ce f��rri�4r� nQnwoo-�. Parent company owns
1407o- of capita? smck
As no*e�, this company is a suhssdiaryof Kirnball F�rr.:=ure Gro-up, F�C, dUNS
number79 d73 �313 anG reference is rnace ka L+ia� repo�t for oackgresrand
informatian on tne parer.c cor7pany and i�s managernene.
h,�anufaccures nore wooden oFri:e f;�rni�ure, specia�;a'�g in desks o� ta�les [100":.I.
ADdIT1DNALTELEPHOfi E hUM 6ER;51= Toll Free S00 '�82� 1818.
ierms are Ne� 30 days. �ells mtlealers and governmenx accoun�. Territor}� :
innerrsatiar.al.
'_,540.vh.eh includes oFFicer[s]. 566 employe� nere.
Unseevred
I m� or¢
N on sea s ar.al.
Lease, 195.G[}0 sq_ ft. ir a r.vc story hrick ��s-eding Shares �ro:ch paeer�t comvany.
In�us�rial sec�io-rx on main screet_
SIC �escription
MFg ofF�ce Fu �r :ure Ronwoo�
Office desks an� zab;es, ex�ept wood
NAI{S Des�riptian
47ffice F�rr�i�ure �excepc'h'oodj Manufaccuring
r14
Na
�I o
No
�! o
Per�entage of
Business
�inancials
' "' 't. . _ � __ . 4 _ enC.,. ".. �e. s . .. - ' ' ' ' "':'�_ �
Thi= in�u•ma=on ma}• no: �= repro-��t etl i� ��r-c,ie c• � part �j any mea } or -�prqd•xGa.^.
r�dun d E ra �atree� :�. ��19 .aii -i�.�a rese.+t�d
OMNIA PARTNERS EXHIBITS
EXHIBITA- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
32
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
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.
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR NATIONAL COOPERATIVE CONTRACT
33
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
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 II, 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
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.
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR NATIONAL COOPERATIVE CONTRACT
34
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
origins
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
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
answers that solve for all the different ways your people want to work.
A Culture of Caring- Unders
invested and serve as better partners to our customers, to our communities, and
to the world.
Insightfulness-
customers and paves the way for us to craft forward-thinking solutions that
respond to their ever-evolving needs.
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR NATIONAL COOPERATIVE CONTRACT
J. 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 byanyone whohasbeen convicted ofa
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 thefulllineofProductsand Servicesoffered byCompany.
Kimball Product Lines:
Open Plan
Kimball Product Lines:
Open Plan
Kimball Product Lines:
Desks
Kimball Product Lines:
Desks
Kimball Product Lines:
Seating
Kimball Product Lines:
Seating
Kimball Product Lines:
Seating
Kimball Product Lines:
Seating
Kimball Product Lines:
Seating
Kimball Product Lines:
Seating
Kimball Product Lines:
Storage
Kimball Product Lines:
Storage
Kimball Product Lines:
Tables
Kimball Product Lines:
Tables
Kimball Product Lines:
Tables
Kimball Product Lines:
Tables
Modular Caseworks
Kimball Product Lines:
Benching
Kimball Product Lines:
Height Adjust
Kimball Product Lines:
Technology
Kimball Product Lines:
Accessories
Kimball Product Lines:
Accessories
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR 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 OutlyingAreas.
Kimball Office Inc. utilizes their own trucking fleet as well as LTLcarriers 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 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 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.
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR NATIONAL COOPERATIVE CONTRACT
58
Retail Network: (6) Kimball Showrooms
In addition to our distribution centers and showrooms, our Dealer network has
product on display and warehouse facilities available on a local level. Combined,
our Dealer network has millions of square feet of warehouse / retail facilities
available to our customers.
59
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR 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 primary go to market strategy for Public Agencies
to nationwide, to include, but not limited to:
i. 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 national sales force with
participation from the executive leadership, along with the
OMNIAPartners 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.
60
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR 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 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 NIGPChapter 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.
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR 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 OMNIAPartners.
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.)
DedicatedOMNIA Partnersinternet web-based homepage on
website with:
Kimball Office Inc. will continue to promote the OMNIA Partners agreement through
publications and websites in identified trade publications.
vii. Dedicated OMNIAPartners internet web-based homepage on
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.)
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR NATIONAL COOPERATIVE CONTRACT
viii. Dedicated OMNIA Partners internet homepage on websitewith:
OMNIA Partners standard logo;
Copy of original Request for Proposal;
Copy of contract and amendments between Principal Procurement Agency andSupplier;
Summary of Products and pricing;
Marketing Materials
Electronic link to OMNIA website including the online registration
page;
A dedicated 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
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
will be in place to market this agreement into success for all parties.
63
OMNIAPARTNERS 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
requirements. Kimball Office Inc. will work with OMNIA Partners to make sure this
happens.
E. Confirm Supplier will be proactive in direct sales of 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 sales initiatives should
communicate:
i. MasterAgreement 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.
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR 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 national sales forceis structured, including
contact information for the executivein charge of the sales
team.
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR 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.
I. Explain in detail how the sales teams will work with the OMNIA Partners
team toimplement, 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
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
Agencyaccount 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.
OMNIA PARTNERS EXHIBITS
EXHIBITA- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
K. State the amount of Public Agency sales for the previous fiscal year.
Providea list of 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
EXHIBITA- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
67
L. Describe 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
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR NATIONAL COOPERATIVE CONTRACT
68
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 Contract
$_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 OMNIA 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 OMNIA 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 OMNIA 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 OMNIA 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 OMNIA 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
proposal. In the event of an award of the higher, customer net price, non- OMNIA
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 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.
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105
74
SPF
SPF
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105
75
SPF
SPF
SPF
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105
76
SFP
SPF
SPF
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105
77
SPF
SPF
SPF
SPF BAA Certification is made on a
case by case basis depending on the
product mix selected.
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105
78
SPF
SPF
SPF
SPF
1600 Royal Street, Jasper IN 47546
Kimball International, Inc.
800-647-2010 812-481-6174
Shane P. Flynn, Federal Government Contract Manager
shane.flynn@kimball.com
0 //2019
OMNIA PARTNERS EXHIBITS
EXNIBIT G- NE�V JERSEY BE)SINESS COMPLIANCE
NEW JERSEY BUSINESS COMYLIANCE
Suppliers intendin�,� to do business in the State of New Jersey must comply �vith policies and
procedures required under New Jersey statues. All offerors submittin�� proposals must complete the
followin`� fortns specitic to the State of New Jersey. Completed forms should be submitted �� ith the
offeror's response to the RFP. Failure to complete the New Jersey packet will impact OMNIA
Partners' ability to promote the Master A`�reement in the State of New Jersey.
DOC # I Ownership Disclosure Form
DOC #2 Non-Collusion Affidavit
DOC #3 Aftirmative Action Affidavit
DOC #�l Political Contribution Disclosure Form
DOC #5 Stockholder Disclosure Certification
DOC #6 Certification of Non-Involvement in Prohibited Activities in Iran
DOC #7 New Jersey Business Re`,istration Certificate
New Jersey suppliers are required to compl�� with the followin�� New Jersey statutes �vhen
applicable:
• all anti-discrimination la�vs, includin�� those contained in N.J.S.A. 10:2-I throu`�h N.J.S.A.
10:2-1�. N.J.S.A. 10:5-I. and N.J.S.A. 10:5-31 throu��h 10:5-38:
• Prevailin�� Wa;�e Act, N.J.S.A. 34:1 1-56.26. for all contracts within the contemplation of the
Act:
• Public Works Contractor Re��istration Act, N.J.S.A. 3�4: I 1-56.26; and
• Bid and Perf'ormance Security. as required by the applicable municipal or state statutes.
Requirements for National Cooperative Contract
Pa`�e 26 of ��
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fr�r �lac� .cr:rid �r�ocjs. .rer��ic'c.+ nr,��uhlic i� a'k.
I fLli•IITf'i' il'CII•f'Cl7�T lIIClI 1T(1 r)�i.SU17 �lr .��lli��,s; �r,�c�t�c.�' hu� h��e�� t°i3717�Q1'4'G� {1]' 1'r,'[crirzc'Lf �!] ,/'[3�jL-lI u�- ,S'�L'{!!'L� �•tt�•h
C'l1Sti7'CIC'I 1[�1!)i7 C.l1�7 Ll�;i'C'C'i11C'f71 fJ!' lt17LIL1'.5'ICli1G�IPT� ffJ7' dd C'fJfltl7ll.1-.IfCli7, j'L'1"1'L'371LT�.?f.', h7'11JCL�1'LI��C �l!- L'(71TtIfI'��'E'f�ll t[:L',
c.rt'z��� hr�i�cr ffd� ci�7j�lr�ti'c:c.� r1i• hraizcr f1Z1G �:.sluh�i.cl�c'cl �'r»��1��E'rc•�u1 u3•.+c'llr��,l fdf',,rL'i7{•j��,5 i77LliP71CdITTf_'GCI7;'
��� �
Kimhall (7tFice inc. '��
� r�_ �- _ I]irector
!.'u��a�xar�i' ;1'{rrj��� �rrl�^f_c�c� �r�4,r72LliilF'i � JrflG�
5�ihscril�ed ��i�d s�� arn E�efoi�e E��e
this �� day of� f{G�L; .��_ i . 20 :�
1� , �
: �' 6 � _ '- + ,: ( i` � �� f' Q'
� '. �
Nota,-y Pu�l;4 c�i�_ � P, ��__ �
�1IV Lt7llli111tiSl�li] L'7S�JE245�. �{�,-�1 �
SEAL
RAitA!)1V1� A. LA�AC�1v�R
�C)!�[y Y'�.-V.•���� ' .,L:�i.�
I7�b0i� C;o;�ni;' :f !r��i�r�
Commission �1;�rnt»r 6735D7
l+�y Camrr�+:ssion �x�,�res .�eptEmh�r �8. ,?
I I H4!!� 7�ii 11.1'7J11. 11rr1.1 111� h'Ii1.JlFl�!'irri�,l r'�;ti I1l�.Slill! !{'I �
1rl7' 'r,�-�r.i�a-!a; lUtiL ly.'r}Ey
81
Se�tron �i
(��'i�i��. ��r�r�i r-� f��� ��i�-��n�a�t� � F rh �bat �
oo� �:3
��FFIRIi�iA l d�E �.��['i�iW :L1�F'�DAd'1'�`
��.L, 1975, C'.127�
�araipan�� itia�rea�; KaanUall Oftice .[i�c.
S�reei: lf�[)D Ra��al Strect
Citr�, �tat�, �p� �'r��ea Jasper, IN �754C
���rtaass�[ �er#d�r�t��n;
indicate bclo�� coin�any's campliance �� ith Ne4r� ,�ers�y Affin-nati��c ,�ctic3n re���i��tie���5. ['c���zpuny's �z�o�osaf
witl �e acrcpted er en if cum�any is nt�t in coinpiiance at ghis tiir�e. No ccmtrac:t as�d�nr purcl�ase order may �e
issiied, h�we�•er, until all AfGnnati�e A�tinn �-ec�«irernents are i��et.
Repu�re� APf3ra�atiae A��i��a ��•ide�ac�::
I'racureaa�enT. Prafessia��al & 5ei-r�•ice C'ontz�acts [�xliiY�it A}
Veiidors in��st sii�r�nit_ w�ith r�p o�osal,
,4 �17atn �opy c�f'tlleit Fe�eral_�.ette��_of .�1�lirrnt�tivc AGtion Piaz� ���ro��ai
(lR
A pl�oto co�y of t�;eic ��er[ificate ot_L_=i..n.�}lc��'e� li�fQrinxtion Re�
o�
3_ a c:o�n�letc.Alfi�7z�ati�e_,�cti��n Em��lt���c [riformatie3i� Re�t�rt[,M11A3f}Z�
�ublic `� �rk — C3��r �SOqf�[l(1 Ts�t_ai_Prol�et C�sto
A. Na appraved Fedtra! nr New Jersey' �E�tirrnativc Acti.oi� l�la�l. 1�'� ti� i11 e:o�nplete ftepoi°i F'orm
AA2{]1-A u�ron rcccipi froen ti�r
�i. ��p�sres�•ed I�c;dtra! ��r fVew .Itrsey �'I��n cc:�•ti ficat� �r�clas��
I fir�'�lic�• c'�rtrfi' 11ru� lh� ,rlcr�c���c3z1.� u�rc! i�ijr��•�ircr�ic�rr i•c���lcrir���c� J�ct citz, cr3•c• c��1frE�Irle u��r.l cr3�•r��c•� �u Il�e f7L',Si r�f
i711' dC77!];I�If'CA�S?C' rr��rf h��li�,f. . .
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.��° ��r � r"� s � � L�1CCCt01
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CERTiF�CA� F EMPL�YEE [N�4RMATIDM REP�RT
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�.J.A.C. 17:27-1..1 ed. �q. �d ttre la•�Te�surer h�8s a�{7rave�l Thks �pprWal wi11 r�n�il� m
w
eAect Iar the pc�od ar 15 —� Q 18 km 15 —. 2 fl 21
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RI�1�i�i� OFI�ICE INC . � ' �, ._�r y ; `C�� A��
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L70C: #3, cc�niinued
�'.L. 1995, c. 127 �1�1.J.�.�. i'�:27}
Nf:�\ �� T(ll2l' :A I� I� �.k2�i�T�O�'� AC'['��1i LAIV�UAGE
��'��� L.•��'�-j���".�...�. �R����4�0�1�l�. r��Ili �E�Zd�C�E
�a�v'r�crs �.
Uurin� t�ie perforinance of'this cantract, tl�e enntractnr a�z-ees as fcalicz�vs:
T3ie conYractai- or siibcanl:z-actor, ��lierc a�p�ica�,le. w�iil ��at ciisc�'ima��ate a�ai��st any �inplo�,�ee or ap�iicant for
L:111]7i(7JII1lC13d hecause of a�e, racc. �reeci, color. i�a�ional ori�,i3�. ancest�y. ���arital stat�is, ser, affectionaf or
sex��al r�ri�ntatian. Ti�e co��tractar will t�k� af#ii•n�ati��e actian to et�st�re tl�at sticl� aksplica��ts ar� rec�•►iited and
�illjl�(7yL[�. �llli.3 llZal E:111�7�aV�eS aI'e i?'�ai2i� {ILII'1[i� e�iaplayinent, �� €thatrt �•eg:�d•d to liieir age, race, creed, c�lnr,
natian��I [7i�i�i71, anc4stry, �ziaritai status. sex, affeclianal c�r sex�fal orientatic��i. �uc�7 actian sl�ail include, b��t
riaT be li�z�iteti te� [hc fi�lln���in�: empioy�nent. u��i-adinL, demotion, ur t�-ansfe��; recriiitmci�t c��- recra�itzn4nt
ad�°ertisin�; Iayo�'t' c3�� t�����ii�atinn, ra�es o� pa}� or c�t3ier forins o1' cn�r��en5ation: at�d s�lectior.� �U3 �i�tlilki[�,
i�icl��din� aP�rentices]ii�. Ti�e contra�t��r a�re�s to pt�st ir� �t}�lspict�o��s pla�'�s, avai)able ta employees ar�d
appiican�s �[]z- �i11pI0yl7l�lii. i�(�F]�LS co l�c: prnr�ided by tlie P��ksiic A�ency C.'c7an�liance f3fCcez� sittin� f-orti�
�sr���'isions nf this noii-discrit�iinatioii �laaise.
Tl�e e:on�ra�tnr uz' subcc�ntractc�i�, wiiec�e a�plicable ���ill, in all solicitatinns or a�ivertisement for employee5
�iaced i3y c7r r}n ��haif c�#� the cnnt��actor, state �ha1 ail qi�a�.it7ed appli�ants ���il] receiv�. cnnsiderat.inn Eor
empioy��lent witht��El re�ard tc� a�e, rtc�i. creed, cc�lt��-, ?1c�i]L3113� (]F1�111. �iTIC:[:SL1CL', Iil�l-iihl S[dil1S, SP.7C, a(fecTiarial
oz• scxua9 orientztin�i.
T11e canlractc�r «r:;ii�cot�trac�o�', wF�ere appii�a�le, �yiil 5eiic� tt� eaci� labor �Ee7iori ur r�g�resentati��e nt-tivc}rice�s
����tl� w•l�ic}� iz i�as a cc�llcccive barC7aii�i���r a��-ee�nent a�- otlzer L�izt��as:� t�3- �.�i�dcrsiti��cliz�t, a nol.ice, lo he prc�� idec�
by �fic a�;t��cy co��tracl.in� of�liccr ar��•isin�; thc IAi1i33 C1tA1S]13 c�r wariccrs' �-cpr�scntczti�c o4� tl�c cc>ntrac�t�r's
ccmzmitn�ents ur�der t�zis SCi d�1L{ SI1�II pOSi CQpI�'S t7t il3e �lOiiC� iri CC]P15�JiCLiUl15 �}L�iC�S �Vaila}�le ic� cn�pioyees
a��ci appficants i'or ei7iploy�n�ni.
Thc cozzt�-acc�rr or s��bcc�,�t,-ac�or, tivhcr❑ applicabEc. a��i•cc5 tv c:��rn��ly witli a��y rc�t�l<<tic���� ��ia>nti�l��t.cd I�y 41ic
I're�s�ii-ea piu-sEiar�i io F'.[... 1975, c. 127. as an,cn�lcd and s�i�pler��ei�ted [rozn ti�z�� to tiinc an�l �l�e Az7lericaf�s
��ith L]isaY�ilities .4ct.
Thc cnntractoi• or s�ibcontrzcto�• a�eccs to att�i�gt i�� avod faitlti to �i�iploy inis�ority and tr��naL� wnri:crs trado
cc�n5istent �v�t[� t3�e applicab�e caunty esnployment �oal presci-ii�ed t�y� N.J.A.C'. 17:?7-5? proir�ul�ated by chc
I. i�i�S��l�£1- jJl1��Liaili lU i'.L. I�)�5, C'.1?7, �1S �}fSl�ilitt'.C� c3t1[� Sfi�'I�7IE1TleilL�Ci tl'f]1T3 IiIt1L' Li} I1lilC' C1Y lIi c�(:CC��L��irtte �i i�l�,
a bi��ding ���ermiizatio�l c�f� th� a�7plicai��e c;o�it�ty es�i��Ecry�ner�t �oals deter�ninec� by �1ae �I:fir�nati��e Actior�
Of�ice g��irsfzant to N.,1.A.C'. � 7:?�-5_? �s�oi�iuigated by ihc �rc�surer purtivant ia P.L. 1975. �'.l Z7, as ameiaded
and su��lerlier�ted from time Ecz tim�.
The �Q11lIciCii]L' Q2' SLiIJC:U31�E'ciL'L01' ii�TTCeS !:a inl�3-i�i in �i']-iiEi1�T aP�����riate rrcruit�n��it a�e��cie� fP1 tlie area,
ll1C�l1dIi1� Zill�}EDVLilefii c���I1Cl�5, ���lCt;i71CTEC �7YiI�i�Liti. iU��e���'S. iEl11�'C1'SICII'S, l�i�]UI' Llflli3ii5. T�i�li Et Ci0�5 ll[)l
discrirni���3t� ni� th� ha�i� nf����e, creed, ce�€n3•. r���rinnal nri��i3�. aiicc.�try: rnarital �taTu;, tiex.:3f�(c�ctror�al s�r�exik�il
ci3-ient.ation, ar�c� �lzas it �� ill �tiscontintie tl7e i�se oi' aiiy recruitmerit a�e���y �viiicli cn�;a��4s ir3 di�-eCt �» indirect
disci-in�i��ato:�� p�-��ctic�s.
-I'he ['L7i7CS'�1CYC3F t)1" Sl1hCClllTi"riCi[li' .i��r�e� tn rz�•ice ���y t�f it se�tin� ����c>ceciure:s, if nec.essary. fn assure that aIi
pe�;san��el testir�� �;onfur�ris u'ith tl�e E��-inci�3les nf.job-relat�d iesti�Z�7, as est�i�lisl�cd hy tl�e statutes azzd c��int
dectsin115 0��11�e siaie O�'NCr�� ]e�-sey anci ilS LSl'r3L��lti]Z�tI L7Y d�7�ljiCii�7IL' �CC�CTi1I ����v �nd a���licabl� I�EC�C7-i31 C�Qili�
dCC� 530riS.
Ti�e t;ot�tra�t[ar ��r titil�ccaiitt�icte3� ���s�is�s te� i'e;ti'is:�t aIl ��i'ca�c;c�t�r�:s re�atiiz�� ii� Sl-�1114I1'1". �l���i'iiCillld, CICl1�`71'tTiiiC�lIl�
�3lll� �2iV-UIf lU Cl1SLE1-C 3]1�t1 ii�� tiu�h acliui�ti nrr l�.tk�:�t ����iliztxtl i��.�.c��-c1 lu�iLt. tiCCCfI, tC1ILlE-. f3cEl{1Jll�:ll llf!l�fil. ilI1L'CSi2-y.
r��arital �tat�is. s��; affc�liun�rl nr seaual OI'lZI1TcIl1@ii. S17C� C(3E1�17P'1I1 �viti� the a���iicable ezr�pin��rnent �c�als,
coilsistint LL il�l LIlL tiLaTiEtLs ��nd i:ey�n-t decisions oE tiie �iatti c�f I�ev� lei�sey, ai��i a}��I icahle ����leral I��Ge� ai�ci
���piica���� I��4i�ral �c3E�z € rlccisi�ilti.
?•?f2.�1I+�21�� i11�r�.1lf i��r11� i���IJI.? fr?�7���+�'i�+�+, ,''ti .'•.�I'.�l�+�i���+���
rr1•;�= _�;��_�ir,<<�_In� If "il 1�1. ��iI�Y
83
��cti�n �
OMNIA_P_artners Requiremei�ts - Cxhibit �
The enntractr�r 3nd itc Suhcnntractni:5 SI18iI {lEl'IliCI7 cucli re�nrts nr c�llzer documents #n the �lffinn��tiue Action
dJf{ace as may he rc�E�ested I�y tlie c�ffice frQm iiltic to tinae in c�rdc:� tv carry aiit tl�e �3uaposes s�f t�iese
rc�ulaciax�s, and ����E�lic �ge;,lcics :�hal! t'u�-�isi1 si�c:h ii�larmatic�n as zr�ei}• hc r�quc:;iccl hy tlac A#�rznatiti•c Aciian
�)f'�ce for cc�nducti�i� a cc���plian�ce i�lvtsti�a#ioa� �iirs�ian� tn 5�ihcl�apter_I f]_c� E'chc ��dn�inist�ari��e C'ode f�Jr�C'
I� � - - -
Signature af Procureinent �gent
i+1�',',II[H1�.l1.S1.ff.�.f)!ri+. !�r 1.1:.+..1If.1%f'1+�11»�1S i1f�tiY:lt�I{f.�
�ti-1� �rv.�nra Jn; .li�\C[ I!� �riES�
�34
�n�r�vi� ��ri•r����� �x����[•rs
��4-31BIT G- IVEi'�' .f�RSEY' 8ti5I��5S CO!L7PLI.�►N�'E
D�C #=� c. �71 Pc��.,rTrt:�i. cc}�v r����uT[��v ���sc�[�si���� ����n�
Public Age�art [nst�arctiat�s
'i'his pa�e pmEides euid�z7ce ta public a�encies cnterin� ir�i❑ coi�tzact� W'1C�7 �Jii51t1C55 C1Ztll3L5 that are ret�uired tc� tile
E'qlitical Cofz[r�hutiof� �7isciosiire Iorms with ti��e a�enc�. [3 is raot wntendesi fo be prn�ad�[! t� eo�s�s•�e�vrs. 11 ha€ ti�llo���s
are instructians on the use n!' Iurm fo�ai �ii�its �a�3 prnvide to cont�actars ihat are rec�uired t�3 disrlose politital contribi�linns
}�iiEsiia�st tn �.J.S.A. 19:4�}:�-�U.?G [N.I,. ?UU�. �. ?71. s.?). r�,cfditiuEial iRtFormatio�� ��n lt�z proe�5s is ada€lablc i�� Lc�cai
Fi�ance �f1iIC�C.' ����i-! . i]: �i"t"vi;.� I.:IC!i :i�c<.'Ci?`s1S ;ltt.� �.'��L�.":S:ltl'r:-":.� 111"iti _!4}(}il.�ii �:!]. Pleasc C��L'F back iC3 ��lt'St'
inst3-u�tions for tl3e appropr�afe ]inks, as ihe Local Finance: �oticcs inc:fude links th�t[ are no Eonger uperat.ianal.
l. Ti�e �JisLlcrsur� 3y [c��[�ir«f fur a!� urnu�icis i�i 4xiesti «i51 7,5U(1 tii�st �re eiui �►a•.ar[➢e€� ��ursunnl tu a"fair ar3il �pen"
proces� {�.1.5.r1. 1�?:=3=1r1-�'(3.7},
2. dve tQ tl�e pUtentia� I���gth otso3ne cc�ntrautclr suEr�t�issior�s. ihu pui�lic a�enc� sh�ii�lr� consic���' allo��ine d�ata tu E�e
suhniitted in eIecirc�nic form (i.e., spreadslieet. pdf �Ee. etc.1. Su%�nissions must be [:ept wi€}� ihe �Uniraci c�c�ciin�ents
or in an apprs�priate toFz�puter f le a�r� he availa�le Fnr �uh[ic access. '�'he t'ur� �s ���r��� 9� �E.s.ep� chis a�€tea-n���
submissio�e. 'i-he lext sl�ould be �sne:�ded if'eiectrvnic submission wili not be aiin��ed.
3. �fhe su�missiort inust �Se rerei�ed €ra�rn ffhe cu�trac8nr and c�r� tile at least I� days �rior to a4vard of'the contract.
Resolutions af award sl�ould rel�e�t lhat the ciisclosisrc has been receir•ed �nd is on File
4. T'he cnr3tr�actor must dis�losc c�nrribi�tions mac�e to canciictatc and party ccat�i�nittces ca�erin� a wide rai�ge nf pEihlic
agencics, incliidi��� all �u€�iic a�eneies that have e[�eled �I'ft�ials in tkte eoeinty ul�tl�e pi�6lic agc��cy, state Qegislative
positions, and warious state cntities. i he ❑i�ision o� i..nGal Ci��•ernrn�nY 5tr�ices rccomanends thal contractors be
pro�ideei a Eist of ti�e affected a�encies. This ��ill assist cantractors in dete3•ininin� flbe ca3npaiy�n and poEiiical
�omrnittee� of�lhe ot'ii�ials and �andidates atiected b� the disel«sure.
:z. 8'he (]i� ision has pre}a�red ni�dei discIosure f'ort�is i'or eacli cnunty. Ttiey caci be do�vnlnaded f'rnri� the "Co��nty
�CE� �DCET]S IEtl�. ❑I3 i�1C �aY'-fO-�Ic3V �i`L�7 SItC �1Y .ii[i3:� '� '-!`:�:+=rir� �c:'�':"s`ii�tGl7�.�:�i�;=' �'•°. ... :,ii;: � --
iti�y tivilI }�c updated frum lime-to-tiiT�� as nt��ssarr.
i�. A p�blic agency usir�� these For�i�s s���id ��fiB �k�em s� p1�cr�se�-i� ret��ect the co�-a-ec� �ego�t�ta�•e r��sta-i�t[sj. .as
ikze lorr��s arc �auiity-���sec�, rR��v [i�a all legiaps�tave tlati3ricda in rarii ����,�,�y. ne�a���ta� fltat €fa asut re�}�r��ar��
the pui�lic �g�ne� sh�auE�i �9e a•�t�ao�ed fram the 1'ssrs.
c. 5c�mc �ontrattUrs ma}' �tnd it easier to provi�Ee a single lisi that enuers ail contributir�ns. re�,drtliess ui�tt�e cc��inty.
�'hese submissi�arts are apprcr�riate arzd sl�o�ld be accepted.
d. '9 he form may be used "as-is". s�3�sje�1 tn edils as described E�erein.
e. The "Coz�tpa�tor EnstEi�ctinns" sizeet is intendecl to be pravide�l ��iiQz the forny. [t is rccor��i�jended that tf�e
Ii�structions and tESe iar3n be p�'inted nn ti�e sai3le �iece uf�paper. 'I he i'[�r3�� ��otes ti�at ihe Ei�struetions are �rir�ted
o�� tlie ba�ic t�f lh� ���3 i��: ��here that is i3ot the �aye. the text shouEd be edited ac�[arciir����.
f. The #orm is a Gi� ��r�9 r�����ime�ti and cai� be ec�iteci tc� �tteet lnraE �3eeds. a�3d posled for �fo�vnlo�d on web sites, used
as an e-mai] altacE7t��ent. c�r pr��� ide[� as a printetl dc�cu�ne��t_
It is �ecainmendc�i Chat thc: rnnFractear a€sc� co3npEete a"Stockhc�ider L3is�los�jre C�ertifica�ion.'� This will assist ti�t
laeai unit in iis ubiigation tn ensiirethat cor3Fraccnrdid «nt make any prc�hil�ited cnr�trihLEtinns t�� the cnmrnillets listcd
e�n the Ciu�ine�s Fntity f7i�clncure C"ertiticatinrt iai tl�e i? mnnt}�s ��3•in3• in the cnntr�ct �tiee [:ncal �inanc:e �%L1L3CC
?�t]fi-7 f'or adcfitioEiaf inlor�r���tion nn tliis o�iigatinn at
�.�i. , .___ �:.•_ :>_: •. :,::.•..��� :;I�;_. � -- - --_]. ;� sai�7ple Ccrtificatiosi t��r�37 is ��art oftlzis packa�we
and the institFctinn t� cnEi3��leYe ii is ineludeci in ll�e C"c�ntraciur Ir�str�Ectic7ns. \E]-i-�: 'rhis se�tic��� is ni}t applicabii t[�
Soarris o# Cduc.-�tion.
i�e����i��ti3�i��1t5 fc„� �'�zlit�r�al C�t�c7p�r�liv�^ �'csr�trac�
?as:� 3 � ��f� �=�
�lII+iIA P1�.RT1���5 .��K[B.I'i'�
�.�E���� r c- NN:�� J�.��;�:�� �al:��h�ss �-on� ��i�►��r�
❑oc +#�. �n[�tinue� �. 271 P4�lLIT[[_AL C{7�i"fl�li3ll fl�l�l lD[��E.�3�1.�#��' �iilif�l
['o�traetor Instrue�in�as
Business entities {c[intraCiol51 TeCeiVi37� cc���tracts from a public a�ei3cy tl�at are �fl`f awarcied pursua��t tn a"#'ai�- and
open" prv�ess [dc�ned at iJ.J.S.A. 19:4�,A-?f},7j are suh.ject iv the ��a•ovisinns of P,L,. ?t1i]�. c. �°71. s.? (N.J.S.rt. i9:={�lr'�-
?[}.?G}. �-his I�.� pro�ir�es tiiat i fl days privr tn the a�4ard nf'su�h a cnrltract. the contraccn�• sl�ail discInse contributions
to:
� an}' S�ale. cotintG, or n�iinicipal commiFtee of'a �nlitical party
■ �any legisiaii�e fe�dertihip �r�rnmiftee"
■ any continuing pnliticaI con3t�zitice �a.k.a.. politicaE action cammittee)
■ any candidatc cornmsrtcc nf a candidatc far, or holdcr oi�. ai� cIcctir•c a#'ticc:
� of tt�e public et�iity au•ar�lin� lhe contra�:t
�� ��illzat c;vu�aty i�i �vl�i�1� if��r pul�Ilc cnsiFy is lu�atc�i
�� af another ��ib]ic entity witl�i�� ihat coEinty
.. ar of a Ie�isI�tti�e distriGl in �vl�i�h �3tiai }�uf�lic; en�i�; is Io4alerJ ur. w+I�en the �i�blic entitu i� a cuunty. nf'
at7}' IegiSlaFt��e di�iriCt vvhiCh IIICIUCI�S 3]I (?f �}�it U�Fi3� CDUI3l�'
Tfie disclosure musc iist re�rortabie contributiui�s to �riy n�'tE�e con��nittees that e�ceed �.�[}t1 per electiur� c�cEc that .��ez•c
3��ad� during the 13 rnnnths privr to ar�ard of the contract. 5ee N.J.S.A. i 9:�4.4-8 and 19�=i�i:1- i( for mnre details nn
�epor[abEe cantrihutions,
�;,,1,5.A. 19:�4A-�(3.?G it�eniais th� pa�ties frc�n� whc�m coniriFrutians m��st he disclns�:d ��•I�en a business entity is nnt a
nat�rral �ersnfi. This incliades Ylie followin�:
+ i3leJividlials ��ith �n "inieIes#" n�vnership t�r cantrnl of iitore tl�an I�]°fnof'tl3e pcc�taTs Ui' �ssets nf a b�zsi�ress 4ntit�
[�r 10°�0 ofthe stock ir1 the case o'f'a t�usiness e�3tity that is a corpnratinn tnr prc�fi4
� ��il pri���ipaEs. �arFncrs. offce�s. e�r directors oFthe hiisiness enlity or lhcir spouses
� a��v s��hsidiaries directiv or indirectl4 contrailed hv th� husir�ess entitv
� IRS C'��c�c Srstion ?}� �C Vr' TLfS�y E7i1�CLi Clf}�'1133Li1lEVEES, C{ii'C�lE4' V� il1CIEfCI:II� lU[IiFVIII"CI L74 IIIL: �)ifS11Bl7S �izti�y
and Filin�� as �on�i��t�in� �3oiitic;al cornmitlees. f!'�iC's1.
�l'hen tl�t busirFetis e3�tity is a i�au�ra] }�ersnn. "� cnnts•ibuti�nn ��• that persnn-s spouse C]i CEIi�CI. iC'S�L�l17� tI1CC��i'11I3. ��tS1I EJL
(�E�]TtCL� LO �}� r7 L't7EiI1'I�yLlik(![l f}W' ihf klLi53i1C5S en[it��. '��V.J.S.R. 19:�4.�-?[?.'D( L�]] � hk C:O�FEiC1�3Llipl- Illiiti� �7E �iSi:CC� Uil ��7C
dISC�C15111'C.
�ny busi��css cntiYy ihai tails to co�nply �•itit lEze clisclosure �ara�'ISIL7115 S�li1�E I3C subjcct to a tine imposed hr ELEC �t7 ai�
amo��ni t� be deFerrnined hy ti�e ('c�ral3�lissinn tivhici� n�ay he based i�po« the ����o��nt th�ti the b�Esiness ei�tit7 f�tiEed to rcpc�f t.
I!ie enGlnsed lisi c�f'a��encies is prn�ided to assist Tfze cantractnr in identi#i ir��„ t��ose pi3biic �is;e��cie5 whc�tie electr;cl c3fFicial
��id'or candidate campaiyn comir�ittees are atfected hy the d€sclosurc reqi�irement. It is the cc�ntra�t��r'S respc�r�sFbifily to
iden�ify the s}�eci�c enrnrnittees to svlt€ch cantri6uF�nns �nay ha��e beeri rnade arid neeci gc� be dis�ins�ri. 'The discloseci
3i3fpI'3itaill?Fl I11�A4' C\C£Cd t�1L E77E11EIi3Ul17 I'CC�iiIfCiEICIIi.
I Ilt' L'pC]OSE(� �CTrli7, r'1 C:S1nIIt:i71-C11i7ti15�L1}i �:1C�EI7llI{:, ill' Ail CI4'CTf[ll7lC �aY� t1l�t' C[7lltAllliY7<c TI7k' ff.'l�l.11l'E(� Cjt'tRl�ti IAIL71]� W'IT�I �l
si�n�d ec�ver sheet] may be used as the �oF�tEactor's �ubnlissian aY�d is disclosahie tn ilie puhlic under ti7e Upe�� F'�.�bEic
1�ecn�'ds .�ct.
1 i�c co�z#r�ctor rtiust also cnmpi�lc thc aitachcd 5tool:hold�r f]iscEosurc Ccrtificatinn. �'his �viil assist t�e a�cn�y in
meetin�� its obEa�ations under ti3c la���. �(��'F: '['laas scrtaooe daes s��t �Eiply �m ��ar� o�' �;d�eea�aora c�aaYracts.
�..f.S ,�a_ 1')_-l�.a-;{;y: ..ihe term "legislatir•e I��CICI'SI11F7 CO111117iY�cC�� i�ieans a committte estahlis��ed. autho�'i�.eci lo hr
esl�hEitiheci. t+r d�5i��iaEe�J Fry ti�e �'r�.5icieisE t�!' llfe 5�ri�iee. liii 1•lir�e�rit� l.rts[ler crl' l}�e �en�ie. lhe 5ptakcr �f the Ge��e�af
lssei»biy nr ti�e l'IIIIL?C'I!4 k..eader o#'the C�e«es•al .-lysen�hl� pursuaf3t to sectit��s ifi fIf P.I.. I��Ei.i, C.Cv� �C'.I��:�d�;i-iU.i 1 fUr
E331'. �"1Lli'�fOSI i7�!'EC�lVII7�� C011�i'Eiiilti(�115 �1t10E [17�tIiEi7� Z���E7CilifiE'�5.
�fe��uireinents Ini� Natic�rial C't�a�trati�� �����iir���t
f'a�7e 3? r�i� ��
�I��I�IA P�RTNEI�S E�I�[�ITS
Dae #4. cor�tinu�d E?ClI1B[�C- NEeV JERSEl' �L�gll�k:55 t�[�ie1YLl.A!�CF
�e 27l ��LiTI�AL �'C)i�"C�f�[1�U'i�lC)�i 1]15�'L45U�dE F�RI�I
Required Pursuant to N..�.S.A. 19:44A-?U.2�
'����� f�rm or 'sts perr�aitte�i t'aesarn ile �aas4 P�e sub€�sitte€� €s� the lacal unit
na later t9�an 10 da��s pr��r tn Yhe a►��rd of the contract.
Par# 4 -- Vendor infar��tion
Ve�ldar i�la�ne: �imball C?fiice Ine.
� d d re ss : 1 OC] _Itc� �.� 1 5t ree i
€�in: as er �tatc: I�i , 7i : �7���6
T��e u��dersi��Y]E;L� �J4'il1� at�tl�orized fia certif� . hereb4 certities ti�at tl�e si�bmissin�3 pror. ided herein represer�ts
coz��pliac�ce �i ilh tite proti�isic�ns nt` �`..1.5.A. 1 g:4�A-?I3.?�7 8�1(� c�5 YC�YI'CSL'll�f;Cl �l�' Z�kL' Il1SCi��ECL1CSllti
acct3���anyin� this forrrt.
.y � "q �` .-'�
k,. �� ����D �i Va��1�'Vinlcle �]irectnr
� -
�i�„�iaft � i'riE�ted Na3Tir ---- - ---�itle
P�.�#� � � �:;s�r:, ��. -: ;. �a�t�....��z D��c��.c���a��
[)i5cl��siire r'ec�uir-eir�e��t� P��rs�tant t«'v..l,�.,4. l����lEl-2()_2fi tiiis disc�nsu�-e m�isi in�i�itle all s-epr�rt�thle
poltti�al contrib��tit�ns {i�c��e tk�an $3t](1 per eie��i��n eycle) o� e�� the l? m«nths prio�- to s�i�srriissio�z tu
il1l: C(3i111i11TIL'.L'ti (}� lI1L' �?OVCCI�1TiCF1� �llil[lC5 �lSieCl i�C] [�?e fDl'11i F]fC?1�ided by the Ir��aI unit.
❑ Check he�-e ifdisel�S�Ei�e is pre�4�icl�d ii� ele�ir���ic fc�ritt
�mretri6�tar �ame Iteci z���t'1�ame �s�t� 9�oll�r �4mo�ie[
None S
i
� C'Iteck ite�-e il t}3� llbfi7i'l17i3i1[711 fti l'd]]lYE[1LiLCI C]I7 tiLli�:SC[�1,�L'i]l �)�l��ec:ti}
I�s;���iii-Ls��entti E«�� lalic�c�al C;cu�}z�:r�ti�� ��«��ti-�tLt
r���,g > > �� � �a.
�IVIl�IIA €'Al�"I'I�E1�� C�%�I�I'�'�
Doc #4. cor�tinue� �!�FiI61'f G- �IF.�!' .I EVt�IEI' �� fii�ES� ['i7�99�9,1.r��[: C
Li�t o� Ag�r�d�e� ►vith Eiecte�l []f�ei�ls �teq€��red %r i'olati�a� C:��#r6R�uteo�� Ua�cl�sa�re
I!i .,i.S,.�. 19: -4 �4f�,-�0.26
Cau�atd ]Va�e;
SFate: GUvemor. �nd 1_.e«islaYive l.eadcrslii�3 C'r�mmit�ees
L�gFslative []istrict �#s:
��ate �enatnr a��d t��u �ilen�be��s at�tEze Caeiieral Asseri�l�lr� per di5crict,
L�L1ELlllV,
1='reelialders Cnti�itk i:ierk S}3c;rif'f
�C'nti��ty �xecuti�•e; S�ia�ro�ate
M�E�Zicipaiitie� (Ma�'�r a��d r�ze�n��ers a#��over��ii�� body. re�ardles, c3ftitle}:
LJSERS SHDLJLQ CREATE THEIR UWN F�RM, C7R DOWNLDAD
FR�M TFi E PAY TU RLAY 5ECTTDN �F TF1E DLGS W EBSTTE ►4
C�LJNTY-BASED. CLlSTUMItABLE FORM.
:��:ytEirc���t�tt5 �ir�� Natias��� �'z�i�����-t}ti�{: �'C>r�irac:t
�'���e �� t� f� ��
,•� 1���:
� . - � ��
*"
� �.
;,, ,,, � �
�iLl S9'�ES� �NTITY ►4�9�g.�AL� �T►4iENIE1VT
�E°�J��:�c�:��f „.�...;i�'.�'a1iVEh1a�,•,s'��=.M�;��`�"���`,�t�d�15�l�AI
{609y �s�-8700 ❑� Tall E=ree Within N. 1-888-3i 3-EL�C {3532j
['iii:a F�'�;�9] ,:��.l.:; • ��.� ����TR�?��d��.LL� i=,L.�Gs �°°.�:
wv�w.�6�C. nj.�vv
F�3Rl� ��
��R STA�E �5� O1VLY
This statement is requ€r�d to f�e fike� by a business 2n�i#y wl�ic� �as re��ived 550,40� or +�ore in the agcsreg�te durin� a raleF�dar year
thrvugh agreerne��ts or �ontracts wiih a public er�tiry ar pubfic e�ii4ies.
��B't �; ��'i4�6:-� _9i�`�i':�?'�ihlt�l'i
Ch�Ck 1f
DaeeaFS�atement Jt�ly 3�� iG19 I�ctiv��y �fl� C�I�ndarVea� Z�i$ � Amen�m2n�
"�x� �o �Ea�9r��s� ��tity �r��o�-���ati�a�
aus�nass �v�rne Kimiaall 4ffice Inc,
Susiness Type ��il�r $L�SiB"1255
Ac�dress � ': �Dfl �ioy�l 5tre�e�
Address ?
c��y Jaspe�
StaCv 1C1Cild�3
?�p �75��
;-{Area Co�'ei TeEepho�re �umo�� $d(]-48�-�b�f
---- -. _ _ ��4CiV�1t�f lE[��EME�V �' - - - - --
1 nave heen autharizecf I3;� tne abU�e n��necf busin�55 2r�Ykt�+ iq �qm�leie the ann��al statemenfi, and certl�y tn�i ��2 siatemer?ts andJor
�nformatiar� �anea'Es�ed �+ereis� are tr«e. I am awar��� that :Fany of Y�t ��at�rr��n�s ar i�tfQrm�tit7n ��e wiliiully false, I may be su�je[i Ca
punishmer,t.
F��s� tvan�e Tonja
Last Name Bl�Ckg�'oVe
�ric�e�pos3tian 5tate Contra�t 5peciaiis�
*(Area Cadej ielephone Nurrt�er 87 �-�8?-8573
�y�j Check this box to ��rtify �he �b�v� acknow�e���emeE�t.
Date ��ly 34, 2019
A I�usi��ss �nlity <<v�ith ��as sQc�ivec $SQ,OOC or i��or2 ir: C4�e ag�r�cat� C�LFf�ng � ��i2nd�r ye�: ihroi��n
agreements ar Ct]nt�2Ct5 Wi�h a p�Ebli[ enC�t� �r s]l��aEi[ erltlYi�S. �]=_�Y h�s maC�e na cqntri���tions f:� ca�dida°es
or C�1T1fYiffT��S, shall file ?I1� [?USIR255 �'P�ilEjl �t1Y1UdI �'ISCIDS�:i� Si�1'{�tnt vVliit tElf CQn�Crii55l4n t� Seo�rt tna�
na cantriE�utians tiv�rc rnad� �uring the ca�ea�dar year.
� vhec� this bcx ii the business ent�ty has i�ot rrtade �ny �eporta}.�le canrribU�:io�,s �u-ir�g t�� cal�ndar y�ar..
'I_eave i>;is field I�lank rf ynti� ie:epF�nne nun�k�er is unlr;t�d Fiirsuanr �r� NJS.A. -�7;1 R-1 1.:,n.cr�ldsced •el�phure nurnUe� I, �i�e a u.ihiir recard nr.J rrussr nor :�� p�z��ide�' on �his form
�INv.+1: r,�J E'[a�_l nn _a'�� �nfr•r.ei;��:nl `-urr�•�r.ssinr �;fr.,c� ' �.�f' �te:n� .�'iE jeviye��) Ja, ��119
anizatian
i
P��-t�aPf ay
��I;r� : .. _�.l�i �'.li
Thank you for Fi3sr3g elecisoni�ally�.
: ne Cammissian h.as recei�•ed :he 1o:low�ng reporl KimY�a:l_"orm gE.�d'
ConfirmaEion numb�r ; �q183030856
8usfn�ess Erctily P4csme . Kimball OHicc anc..
Filir+g Year 2Q78
1'he infcrr.iaa;on was �eceived an : C17l3�i2619
It you vsed a soflware ather than �he �Hic�al r�dobe Reader Io ooen ar+r� fi!!•in [he Form 8E, [here is a high orn6a6i!ity �hat
yavr Fiiing will h�+ r�--j�rlr�:r: IF yn�i h:ave �ny ni.insP:n�is or cnnrern, re€er har.k in [hP da[aiia�i �ngtnirtinn5 O� ihe doWr In?d
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5e-:sinar Reyistr�tion
Sea rch ;nformation
Quick �ata �aw�:3oa:1
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[]�'�INIA �'AItTiVE.AS ��g-IIBITS
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ST�CKH[�Ld��� �I�CLC��[J32F C"�:�TIFfC.A.'d'i�I!'
Iti attne �� ?iu�iness:
� i certi�'ti' that tl�e i ist belc}w cc�r�tains the names and h«me addresses uf aIl staci�ht�iders
��c�ldirag. l�}`%� c�e� i�ie��-e �ff��he issuecf aiid ��utstt�ndir�g 5tcrc[c a��€k�e �i��cJi:t'si���7er�.
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tl�e ui�dersi�ized.
��hec�Z �h� Po�ax� tt�a� �epwes��st� t�� �•pe ��'h��sn�ss or-��s����ta��;
❑Partr�es•51iip �C:`«r�E��•at�ng� ❑5ole Pro�i•ietcrt�sl7i��
LiLiinited F�artnership ❑Limiced Laabifit� Corpc�ratia�i �I.i3nited l.,iahili�y Partnership
����i�c:l�a�t��' S C'u��t�raEia�t
����.ai ����c9 �rrta�a�� th� tr��°� �el��m•o �n�i, �$' �ge�°�e��g��°, ��;�apl��e t�3c stcreki�nl�9�r Ei�t hel�we
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H«srte Jld�ire�ss:
iV'ame:
H�me Adc�ress:
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Na�ne:
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Nan�e:
Ht��ne .4�idc�ess:
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RAMOT�AA. WAG�lEA ��l! <<�-��T�ents fi}�� 1�latic���a1 C'c���p�ratiet C���?�tra�t
Nviary Publlc - Sea� �'a4.�e 3 5 i� I��
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Cammission Num6gr fs73507
�y Cammissi�n Expires Sep;etr�hgr �� ��y
[)1�[i�iIA P'AR'1CN��tS ��}l[Bi'C'�
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Pursiaant tc3 �V.J.S.A. �2:32-58_ �)fierors i�ust certify tliat n�ithez• the C3fferc�r. nc�r any c�t its �ar�r�is.
subsidiaries. anci�ar afriliates (as c�eiir�ed in N..I.�.A. 52:'a2 — S6(e} {3}), is iisted nn t��e C)epartn�ent
uf�tf�c'Tr�as�zry's Lis� oiP��sta�is ui F.nlitit� En�a�iiz� i« P��olzi[�il�� lr���csti�z���t A��ivili�a in irat�
ant� that �ic.ither i5 in��c3lv�d in any of �i�L i�ti�estn�er�t �cti�•ities set inr�17 ii� 1ti..1.�,1�. S?; 52 — 5b(�.
�i'ferors wishin� to do bi�siness in Ne�v Jersey throu�h tliis co��tra�t ir�ust #iIi c�ut the Certifieation �t�
Non-]n�rolv�rn�rtt ii� �rnf���ited Activi�ies ir� fran her�:
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�ffernrs slzr�iild suhi��it the abo��e form �c�inpleted �vith their proposal.
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arn r�nab�e tvi certify as aho�e hecause the bidd�r andi�r ��� �r �°��� �f '_�� ,:-,���-°��. �.��-�;;`i:r'�:e::; :-� �r�:t����ss �� '•`��e� ❑�e
❑ � he Departmant's Cl�apter 25 list I wilf pro�ide a det�ii�d� acc!rt�i�- :��-.: ;vr•��:'.: : .: ... . .�: .. _ �rc c. :'::r;Yiea '.;� G':�; 3. � ;eviqpr�
��td sign a�d complete ''sry� Certificativn be€ow �_a..i;«re i:c� q?'OViL?� _SUGIl �,vi�l res1lT i;1 �'r..a ;�ro�as�l.. b��ne. rprcered as i�an-
res.�or�siae a�d �v�rar�riat� pen2ities. fin�s andlor sanc`Po^s +��i?I �c� as€�s�ccl a� pro3ll•;er: F.�, faLv. _._
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C3usin�ss R��istratia�i Cert'sficate w�ith tlieir �art7�aosai here. F��ilure to dn so �.uili �iisc�ii��lify �he
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��d1I�IA FAII�'1'NER� F��TIBITS
E�H1BiT G- IVEi'V JFRSEY' SLiSI'��55 ['(}14]6'1.I�i�C'&�:
DQC #3. ec�ntzn�iec{ �.L. i99�, c. i27 (N..la�.i:. 17:27�
M19.�igID.9►Tt]lBY,�►F'FIRIdg.�T'1�'f r�C:'I'[�1V 1,A1�[:[�AeGE
�9ti��'��R1:1l4•:� I. YftE]FE:55�O�,ea[. ,�l�ll St:li� IC E
� ��1�'�1'E��'!�'T�
D�irin�� thc ��tr9tfrmance c�l�this i�>»�� a�t. [he contia«ur a�rc�s EiS �UIl0�V5:
T��e cnnt�a�tnr �r suhcc�ittractnr. ���here applicahle. �i•ill nnt discriminate a�ainst :iny e�T��ln}•ee or ap}�licanl Ec�r
emploYment 6ccause c�f a�e. race, rreed, cntor. raatioazaf ori�in. ar��escr�, rnarital ;tatus. se�. ��f�fe�liu�ial or s��tua!
nriei�tatioit. `fhe coz�tra;ctor �vifl take affirmati�e acYion Yo ensiire fhat s�xcEi applie;an#s aie re�ruited :ind cmploved. and
YhaE e�npEuye�s are lreatesi durin� em�lo; m�ztt, withoul re�ar� to iheir a�e, race, creed. Colof'. natlona� ai'igin, anCeSFry.
maritaF status. sex, afFceii«�ia! or s�rua] oricntation. Su�h ��ction shall irici�adc, but r�ot br limitcd to thc FolEo�tiin�:
employn�cnt, t�p��radin}, dcmotio��, c�r traFisf�r: recrizitinent or recruitmer�t ad�ertksiri�; i��yofT'nr terminaiion; ra�es aF pay
Ui� (lEfiL'3� iUi-I115 V� L:Vf11E31'S]S[1CIUll: E1FiCI SC�L"[:11Vi1 �UI- II-ilIi1113�', IIl(:�GC{3I1� i347�7l-L:FiLiC:�SI3i�7. I�II� C;[]3]�idC.Et11 c!�-'IL'L'S lu pvst ir�
ccrospicuous �iaces, avaiiablc tu ernplo}�ees a��ci appEicants fc�r tmpic�yrnei�t, nntices �n �e provided by the Fu�lic 11�er�c�
C'ompiiance U1'flcer settin� for�Es provisians of this non-cliscriminatioz� clatase.
The cnr�t�•actnr nr suh�nn#rartnr_ where a�plic�hle r.vilE, in aIl snlici�atir,ns nr �drertisemcnt t�r em�in�eec �€�ced hy nr
nn L�ehaif'aF#he cnr3tractar, staFe that ali c�iiali�ed a��ficants wili rec�i�e co��sideraFi[�n for e�npEoynier�t withoi�t rer�ard tn
age, race, ca•eed, colar, natinnai �rigin. ancestru, maril�i stati�s, set. af%cfin�za] ar sext�aE ��rtentatinn_
-[�he cuntractor or sEE�cai�i.raetar. wh�re applicable. wil! sund to ea�h �abc�r ifnion or re�res.ecitati��e nf' ��nrke3•s witi3 which
it has a cal3ecaive bargainirt�' a��ree3�7en� c�r othe� cc�ntra�l nr understandiE��,. a nc�tice. to be prnvided hy t��e a+e��cy
co��tractizi�; c�ffi�er ad�isiii; �i�e labr�r uninri nr w�c�rf:e�s' representativt nf €he cc�nlrac�or's cam[�tiT��aeizts under tliis aCi and
sl�all }�nst cn��ies nf �he notice irs �nnspkcuous pl�tces availahle tn ei�1�En�ecs �rtd app€icants For empioyrT�et�t.
�lie �untr�zc:iur �,r SuL�canfr���Fur, wlii;i a�.���litx�ie. r��ri�5 et� e:��rt�ply wiitz <<ny re�ufa�ir.�n5 E}r�>>nuE_��teci by �he -i'reas�irer
p�irsua�it to P.L. ]975, c. I?7. as amendc�i ��nd supplemcnted ti-a��� time t�a time and t6ie ;Imerirans wit� I]is�bilities A�i.
�l�e cuntractar or s�abcontra:.tnr agrees to attempt iti �ne�ci 'f'aith tn em��loy' minority an�f f'en3alc w•nrkers trac3e �onsistent
���itlz ihe a�g�€icable cn�3nty tm��[ayi��ettt �oal prescribed I�� '�..l..4.C'.. ! 7:37-5.? �rvmul�ated E�y the -E reasurer purs��anc to
P.L. 1975. C". i?7, as amL��ded :�«d sup�lementtd frai�z time tn time nr ir3 ac�nrdance wiLii �t �Ii3iiilin s��ECYIriin�iEion Ui tlte
applicabic coF�nty cm�inyn��z�t }ot�is d�tcrnzincci by thc .'lttirfna[irc .1cYio�z �ffice �ursua�tt to �i..f.:1.t'. 17:?�-s.2
��rt���iul�ated L�w tl�e �f'reasurer pursua«t t« P.I.. 1975. C'. i?7. as amended and su��plen�ertteci f3•um time io (i�ne.
Tf�e conFraefor nr subcontractor a��r�es ta infnrrn in w�iting apprnpria£e re�ruitn�ei�t a�:enci.es irt lE�e area, in�luding
eniploy�izec�t a�en�ies, piaceir�ent b�ireaus, coileoes. u��i��ersities, labOr uE�ions. Yh��t it cics�s nnt discriinin��te oi3 thc basis
nf a�e, creed. color, natiorial Oii�ltl. �i1CC5ifV, iria�•ital status, yex, af�fecfi�7n�l nr se�u�l orienlation. and thal iY «ill
disci�ntini.�c the use i�f �r�r,� retrEiitrneE�Y ager�cy y��izicl� enT��?es iai dirrct nr i3aciirect ciiscri�nin.3tUry practires.
I'hc contracto3 or s�il�cuntractnr a�recs te3 re� ise any oY st tisti�i� piocedures, it' riecessarv, cc� assure that �ill �erscrnnil
lesfin�; �onfor3ns �.�iYh the p�irz�ipies Uf job-relaEed tesEiz��, as cstablished b� the statufes �nd C�ntErt deCiSit�nS c�f il�� SEale
ofi�cw .Eersey and �ts estab�€sheci h� �ppfica�ie E=�cier�il law and appLicable Fede�•al caurt decisit�ns.
T�li C�I7ifs]CiOf S)F SUL7CUElili3CIUT i]�Y�CS If1 F[:VIL'� 8II �31OCt.(�Uf�S ftliillllL if? �f811�teC. LF�lgradinb, do�vn�rad.in� and la�'-oCf
![� cnsurz tl3al all StE4h ��tioiis �rC t+kctS �vitliC�ui i'r�azd tp a��. e;�ee�. c�3i�r. r�alic�i�n! uri�in, an��slry, inaritaE �tatu�. scr,
a�fectiona� or sex��al orient�tic�rz. and cnnfor3�i ���it�i the applicable �iriplo����e3�t v,�naEs, [;(]3lSlSlL'fll ��ilh the stS[EliCS Ai1C� COL1E'Y
�IrciSi�n� �,i�[1�c 5[�iic uf N��� .1�rS�y. �it��l eppii�a�iEe: ��e��3�s1 1�t�� an�@ ap}�€ictibiL F'edc:r�i] �[�uri de�isic�r�s.
I he �nnlrart��r attci ils st�h�•c�i�tracicirs tiI7�3I� flllitlSll SlICI7 FE(]C13I!i i71 iliiktC EI[1CL1131L'131C tci tlie �1t�irmaPi��e .accic��� {�f'fi�� ��
33�ay be reyues�ed hy t}�e nffic� iram tina� t�� tiitte in nrcIer tE� �arr4 ouF the purposes of t��ese Ee`i�laiinris, a��d �uL�llC
a��enries sftall furnks�� sucl� it�fnrmati{�r� a� rnay be reqt�ested by Lhe A Ffirmati�e .�ctior� OfCce fo�• con�iuctin� a en3r��iiat�ce
investi�atinn pursuant to Su�clla�ter 10 oi�the Administrative Cade {�.IAC' � 7:271.
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Enrrre:�,ti[�� $TAiE �F N�1fNJER5�1f
[2�� I I i! I C]ivisian of Purchase &�rope�ty
Cantract Comp�iae�re Audit 93nit
�Em Nionitor�rag Program
EMP��.INfAFtMAT1Q� R,��Ca�T
IMpaAYAM3'-I?�fi;7 IN5�1 �?iiC'�10�15 CAR[.``UI.I �� :r�.=C'rRC C�D��LET�!1G FOR.hi. =FULI;�fE TQ PI3UPERLY COh1PLETE T11E EN�IRE FOR7Ji :IN� TO SJSrNiS TME REQJsfiEQ
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5ECr�o� � - Con�PP.�r I�E�rFfiCari�ra
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pra�urementB�r�au Trentdn Mercer NJ a�3525
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5E]L+ Roy�l 5t Mai€ Code E(�7� Iass�e� I7Ubois iN 47.54b 811, -�82 - 8573
Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who oate 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.
1 Name of vendor who has a business relationship with local governmental entity.
2
❑� 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.)
3 Name of local government officer about whom the information is being disclosed.
Name of Officer
4 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?
� Yes � 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?
� Yes � No
5 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.
6
�Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7
K� a��
N ov 16, 2023
Signature of vendor doing business with the governmental entity 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
A complete copy of Chapter 176 of the Local Government Code may be 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 § 176.001(1-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