HomeMy WebLinkAboutContract 62521CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement (“Agreement”) is entered into by and between Wilson Bauhaus
Interiors, LLC (“Vendor”), an authorized reseller for National Office Furniture, Inc./Kimball
International Brands, Inc. through OMNIA Partners Contract #2019.001896, and the City of Fort
Worth (“City”), a Texas home-rule municipality, individually referred to as “party” and collectively as the
“parties”.
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 – Discount Matrix;
3. Exhibit B – Cooperative Agency Contract OMNIA Partners #2019.001896 ; and
4. Exhibit C – Conflict of Interest Questionnaire
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto. If any provisions of the attached Exhibits conflict with the terms herein, are prohibited
by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this
Cooperative Purchase Agreement shall control.
City shall pay Vendor in accordance with the payment terms in Exhibit A and in accordance with
the provisions of this Agreement. Total payment made under this Agreement by City shall not exceed
Two Million Ninety Thousand Eight Hundred and Fifty-Seven Dollars with Zero Cents ($
2,090,857.00) for the initial term; $821,675.00 for Renewal 1, $944,926.00 for Renewal 2,
$1,086,655.00 for Renewal 3, and $1,249,665.00 for Renewal 4. The Vendor acknowledges that this is
a non-exclusive agreement and there is no guarantee of any specific amount of purchase. Further, Vendor
recognizes that the amount stated above is the total amount of funds available, collectively, for any
Vendor that enters into an agreement with the City under the relevant M&C or cooperative agreement
and that once the full amount has been exhausted, whether individually or collectively, funds have
therefore been exhausted under this Agreement as well. 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 ("Effective Date") and expiring on May 30, 2025, with four (4) one-year renewal options by
the written mutual agreement of the parties.
COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC-OMNIA #2019.001896-NOF-Kimball Page 1 of 228
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 or (2) received by the other party by United States Mail, registered, return receipt
requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City Attorney’s Office at the
same address
To VENDOR:
WILSON BAUHAUS INTERIORS, LLC
Attn: Felicia Davila
1341 W. Mockingbird Lane, Suite 1100W
Dallas, Texas 75247
Email: fdavila@wilsonbauhaus.com
City is a government entity under the laws of the State of Texas and all documents held or
maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the
Agreement requires that City maintain records in violation of the Act, City hereby objects to such
provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect.
In the event there is a request for information marked Confidential or Proprietary, City shall promptly
notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A
determination on whether such reasons are sufficient will not be decided by City, but by the Office of
the Attorney General of the State of Texas or by a court of competent jurisdiction.
The Agreement and the rights and obligations of the parties hereto shall be governed by, and
construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of
law provisions. Venue for any suit brought under the Agreement shall be in a court of competent
jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any
state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are
hereby deleted from the Agreement and shall have no force or effect.
Nothing herein constitutes a waiver of City’s sovereign immunity. To the extent the Agreement
requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted
and shall have no force or effect.
To the extent the Agreement, in any way, limits the liability of Vendor or requires City to
indemnify or hold Vendor or any third party harmless from damages of any kind or character, City
objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force
or effect.
COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC-OMNIA #2019.001896-NOF-Kimball Page 2 of 228
If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section
does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government
Code, the City is prohibited from entering into a contract with a company for goods or services unless
the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2)
will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” has
the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this
Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that
Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section
does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government
Code, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with
10 or more full-time employees unless the contract contains a written verification from the Vendor that
it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of
this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written
verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement.
If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section
does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, the City is prohibited from entering into a contract for goods or services that has a
value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a
company with 10 or more full-time employees unless the contract contains a written verification from
the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against
a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract
against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government
Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor’s
signature provides written verification to the City that Vendor: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
(signature page follows)
(remainder of this page intentionally left blank)
COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC-OMNIA #2019.001896-NOF-Kimball Page 3 of 228
The undersigned represents and warrants that he or she has the power and authority to execute
this Agreement and bind the respective party.
CITY OF FORT WORTH:
By: ______________________________
Name: William Johnson
Title: Assistant City Manager
Date: _________________________
APPROVAL RECOMMENDED:
By: ______________________________
Name: Robert A. Alldredge Jr.
Title: Executive Assistant Chief
By: ______________________________
Name: Jannette 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:
Title:
APPROVED AS TO FORM AND LEGALITY :
By: ______________________________
Name:
Title:
CONTRACT AUTHORIZATION:
M&C: 24-0932
Date Approved: 10/29/2024
1295 Form: 2024-1223963
VENDOR:
WILSON BAUHAUS INTERIORS, LLC
By:
Name: Felicia Davila
Title: Principal / Owner
Date: ________________________
COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC-OMNIA #2019.001896-NOF-Kimball Page 4 of 228
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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
COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC-OMNIA #2019.001896-NOF-Kimball Page 7 of 228
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
COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC-OMNIA #2019.001896-NOF-Kimball Page 8 of 228
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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 28 th 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
COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC-OMNIA #2019.001896-NOF-Kimball Page 9 of 228
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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
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employees, agents and subcontractors, including being responsible for ensuring payment of all unemployment, social security, payroll,
contributions and other taxes with respect to such employees, agents and subcontractors.
ARTICLE 6 WARRANTIES
In addition to the warranties set forth in Articles 11, 12, 17, 23, 24, 25 and 26 herein, Supplier makes the following warranties. Supplier
acknowledges that failure to comply with any of the warranties in the Agreement will constitute a material breach of the Agreement and UC will
have the right to terminate the Agreement without damage, penalty, cost or further obligation.
A. General Warranties. Supplier represents, warrants and covenants that: (i) Supplier is free to enter into this Agreement and that Supplier is not,
and will not become, during the Term, subject to any restrictions that might restrict or prohibit Supplier from performing the Services or providing
the Goods ordered hereunder; (ii) Supplier will comply with all applicable laws, rules 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
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be owned by UC. The Deliverables will be considered "work made for hire" under U.S. copyright law and all right, title, and interest to and in such
Deliverables including, but not limited to, any and all copyrights or trademarks, will be owned by UC. In the event that it is determined that UC is
not the owner of such Deliverables under the "work made for hire" doctrine of U.S. copyright law, Supplier hereby irrevocably assigns to UC all
right, title, and interest to and in such Deliverables and any copyrights or trademarks thereto.
2. The Deliverables must be new and original. Supplier must not use any pre-existing copyrightable or trademarked images, writings, or other
proprietary materials (hereinafter "Pre-
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
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B. Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired automobiles with a combined single limit of not less than
one million dollars ($1,000,000) per occurrence. (Required only if Supplier drives on UC premises or transports UC employees, officers, invitees, or
agents in the course of supplying the Goods and/or Services to UC.)
C. If applicable, Professional Liability Insurance with a limit of two million dollars ($2,000,000) per occurrence or claim with an aggregate of not less
than two million dollars ($2,000,000). If this insurance is written on a claims-made form, it will continue for three years following termination of the
Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement.
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.
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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
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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.
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B. If Supplier is not an Applicable Large Employer (as defined above):
1. Supplier offers group health coverage to its full-time employees who are performing Services for UC and such coverage is considered Minimum
Essential Coverage (as defined under Treasury Regulation Section 1-5000A-2) and is Affordable (as defined under Treasury Regulation Section
54.4980H-5(e)); or
-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;
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(ii) perform a security scan by an anti-virus scanner, with up-to-date signatures, on any software embedded within any Goods and/or Services or
Medical Device, as applicable, in order to verify that the software does not contain any known viruses or malware; (iii) conduct a vulnerability scan
encompassing all ports and fuzz testing; and (iv) provide UC with reports for (i) (iii). Supplier warrants that all security testing performed by
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.
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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
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A. Supplier agrees to comply with all applicable state, federal and international laws, as well as industry best practices, governing the
collection, access, use, disclosure, safeguarding and destruction of Protected Information. Additionally Supplier will comply as
applicable with the Fair Information Practice Principles, as defined by the U.S. Federal Trade Commission. Such principles would
typically require Supplier to have a privacy policy, and a prominently-posted privacy statement or notice in conformance with such
principles. If collecting Protected Information electronically from 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.
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D. On at least an annual basis, Supplier will review its Information Security Plan, update and revise it as needed, and submit it to UC
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.
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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;
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iv. Restricting access to active users and active user accounts only; and
v. Blocking access to user identification after multiple unsuccessful attempts to gain access or the limitation placed on access for the
particular system.
vi. Periodic review of user access, access rights and audit of user accounts.
B. Secure access control measures that:
i. Restrict access to records and files containing Protected Information and systems that may have access to UC Information
Resources to those who need such information to perform their job duties; and
ii. Assign unique identifications plus passwords, which are not vendor supplied default passwords, to each person with computer
access, which are reasonably designed to maintain the integrity of the security of the access controls.
C. Encryption of all transmitted records and files containing Protected Information.
D. Adequate security of all networks that connect to UC Information Resources or access Protected Information, including wireless
networks.
E. Reasonable monitoring of systems, for unauthorized use of or access to Protected Information and UC Information Resources.
Revised
ATTACHMENT D UC APPENDIX ECOMMERCE DATED 9-19-17 (UC Specific)
This Electronic Commerce Appendix specifies the electronic commerce requirements applicable to Supplier in providing the Goods
and/or Services.
SECTION 1 - GENERAL TERMS
Each UC Location offers an electronic web-based purchasing and catalog system to facilitate the purchase of Goods and/or Services
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
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UC with updated versions of the Catalog file with, at a minimum, full descriptions and images that Supplier currently utilizes for items
offered in its proprietary websites and Punch-Out Catalogs. The parties will update each other regarding eCommerce specifications as
needed from time to time.
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
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return to Supplier all media with Supplier Marks. Supplier specifically reserves any and all right to Supplier Marks not specifically
granted to UC.
The licenses granted in the previous paragraphs regarding UC Marks and Supplier Marks are subject to the ongoing approval of the
party owning the respective trademarks, logos, trade names, or copyrights. Such ongoing approval includes the ability to terminate
at any time, for any reason, and in the sole discretion of the owner of the respective trademarks, logos, trade names, or copyrights
the trademark licenses provided in the preceding paragraphs for any particular trademark, logo, trade name, or copyrighted work
without necessarily terminating this Appendix. Each party agrees not to take any action that will adversely reflect upon or damage the
goodwill, reputation, or the brand value of the other party. Each party further agrees not to take any action that is inconsistent with
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).
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Dealer or Dealer Service Network Provider - Subcontractor and/or provider of goods and services on behalf of Manufacturer such as
furniture, furniture design, layout design, workspace planning, showroom demonstration, warehouse storing, delivery, installation,
customer service, invoicing, payment collections, credit card processing, etc.
Design - Major Revision - A major revision is defined as any modification in which an excess of 30% of the design is revised.
High Volume Tier Dollar amount of product purchased, which exceeds predetermined discount off list pricing and therefore qualifies
for negotiated pricing; all such pricing tiers to be found within Exhibit A of Statement of Work.
Project Management - Enhanced professional services through a Dealer authorized representative. Dealer authorized representative
provided under the Agreement will provide project management services, in which many segments of a project must be professionally
coordinated and well-orchestrated by a project manager or team and proper oversight must be maintained and milestones must be
adhered to.
Punch List -A term used to describe an inventory list of all corrections, additions, or deletions to an Installation or project which
requires an action on the part of the Supplier, to be completed. The Punch list will detail the point of acceptance, rejection or remedial
action necessary for any product. Includes, but not limited, to missing, damaged, mistakenly-shipped or incorrect installation parts,
components, or whole pieces of furniture as directly related to the original purchase order.
Reconfiguration -A term used to describe the process of disassembly, re-assembly and possible relocation and redesign of existing
furniture systems.
Services - Refers to all services provided by the Dealer, including "Value-Added" services, and "Per Hourly-Rate" services as noted
within and Attachment A Statement of Work.
Supplier Manufacturer and Primary Contracting Entity, as represented by its Dealers/Authorized Dealer Services Network and its
other business entities within its supply chain for the purpose of proposing goods and services under this RFP, as a single contracting
entity. The term Supplier, therefore, is used interchangeably with Manufacturer, Seller, Dealer, Designer, Installer, or any supply chain
entity the Supplier proposes to carry out its duties and obligations in answer to this solicitation.
Value-Added Services - Includes all enhanced professional services, such as design and installation, provided by Dealer.
Waste Removal/Removal of Debris- Refers to the removal all packaging materials from the University premises by the Dealer at the
time of delivery and 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
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Side Chair: A side chair is a chair designed for short-term sitting (i.e. guest chair) and is not designed to be used during work tasks. A
side chair usually has a fixed seat height, seat angle, and backrest, and it may or may not have arms. The minimum weight capacity is
250 pounds.
ANSI-BIFMA x5.1-2002
Desk/Work Surface: A desk/work surface is a piece of furniture with a surface designed to allow the user to complete their work
tasks. Work tasks can include but are not limited to reading, writing, and use of computers, telephones, calculators, and microscopes.
Surfaces can be flat or angle adjustable (for example drafting tables). Work surfaces should be designed to support work equipment
and task materials while allowing adequate clearance, access, and support for the majority of users. Desks/work surfaces may be
freestanding or part of a panel system which is secured to the wall or floor. All work surfaces shall follow the dimension and height
adjustability guidelines of Exhibit E of SOW.
ISO 9241-5, Ergonomic requirements for office work with visual display terminals, page 9, 15
Storage:A piece of furniture designed to store items. Storage units shall meet the following requirements:
Adjustment controls should be easy to operate from usual working positions and designed so they encourage correct use
Drawers should be designed to prevent unintentional opening
Drawers should not require undue force to open and close
Drawers should not be able to be pulled out so they unintentionally fall
Casters on mobile pedestal drawers should be chosen to match the floor surface where the pedestal will be used
ATTACHMENT F RFP (RFP-OFFICE FURNITURE - UC SYSTEMWIDE JULY182019)
See as separate Attachment
ATTACHMENT G RESPONSE TO RFP, DATED 8-21-19
See as separate attachment
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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.
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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 PublicAgencies 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 PublicAgencies 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 PublicAgencies 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 PublicAgency teams
C. Training sessions for Supplier teams
D. Regular business reviews to monitor program success
E. General contract administration
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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
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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.
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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 thana 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.
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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.
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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.
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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
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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
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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
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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.
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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.
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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.
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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.
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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.
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3.2 Distribution, Logistics
A.DescribethefulllineofProductsand Servicesoffered byCompany.
Kimball Product Lines:
Open Plan
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Kimball Product Lines:
Open Plan
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Kimball Product Lines:
Desks
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Kimball Product Lines:
Desks
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Kimball Product Lines:
Seating
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Kimball Product Lines:
Seating
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Kimball Product Lines:
Seating
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Kimball Product Lines:
Seating
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Kimball Product Lines:
Seating
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Kimball Product Lines:
Seating
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Kimball Product Lines:
Storage
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Kimball Product Lines:
Storage
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Kimball Product Lines:
Tables
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Kimball Product Lines:
Tables
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Kimball Product Lines:
Tables
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Kimball Product Lines:
Tables
Modular Caseworks
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Kimball Product Lines:
Benching
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Kimball Product Lines:
Height Adjust
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Kimball Product Lines:
Technology
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Kimball Product Lines:
Accessories
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Kimball Product Lines:
Accessories
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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.
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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.
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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.
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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.
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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.)
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viii. DedicatedOMNIA Partners internet homepage on website with:
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.
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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 solicitedand publiclyawarded 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 OMNIAPartners
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.
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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 force is structured, including
contact information for the executive in charge of the sales
team.COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC-OMNIA #2019.001896-NOF-Kimball Page 154 of 228
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 to implement, grow and service the national program.
Kimball Office Government Sales Managers (GSMs) are the program regional owners and
provide program leadership in their respective areas. They work in conjunction with the
OMNIA regional managers in their areas to grow the program sales. Together they
strategize on targeted accounts, leveraging existing contact relationships. They involve the
Kimball Office Region Management team as well as the Market Sales Managers to insure
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. COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC-OMNIA #2019.001896-NOF-Kimball Page 155 of 228
OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR NATIONAL COOPERATIVE CONTRACT
K. State the amount of Public Agency sales for the previous fiscal year.
Provide a 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
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OMNIAPARTNERS EXHIBITS
EXHIBITA- RESPONSEFOR 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
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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.
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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 noAdministrative Fee is owed.
Kimball Office Inc. requests the proposed language in red for clarification purposes.
COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC-OMNIA #2019.001896-NOF-Kimball Page 159 of 228
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.
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FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105
74
SPF
SPF
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FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105
75
SPF
SPF
SPF
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FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105
76
SFP
SPF
SPF
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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.
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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
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Amendment #7 to Agreement UCOP
2019.0001896
This Amendment #7 to Agreement #UC2019.001899 (“Agreement”) is entered into between The Regents of the
University of California (UC) and Kimball International Brands, Inc. (Supplier) for the purposes detailed below.
AMENDMENT TO AGREEMENT
The Agreement is hereby amended as follows:
Term – The agreement between the University of California and Kimball International Brands, Inc. awarded on
May 20, 2020 shall be extended three years through May 30, 2027.
All other terms, conditions and provisions of the Agreement shall remain in full force and effect.
This Amendment is signed by the parties’ duly authorized representatives and shall be effective as of the last date
of signature below.
THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA
___
(Signature)
Marilyn Biscotti
(Printed Name)
_____Senior Category Manager___________
(Title)
____March 5, 2024_____________________
Kimball International Brands, Inc.
_______________________________________
(Signature)
_Kourtney Smith_______
(Printed Name)
_Chief Operating Officer, Kimball International_
(Title)
_March 1, 2024___________________________
(Date)
(Date)
Amendment No. 7 Page 1 of 1
Agreement No. UC2019-001899
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U N I V E R S I T Y O F C A L I F O R N I A
OFFICE OF THE EXECUTIVE VICE PRESIDENT – CHIEF FINANCIAL OFFICER
OFFICE OF THE PRESIDENT
1111 Franklin Street, 10th Floor: Oakland, California 94607-5200
Date: August 15, 2022
To: Participating Organizations, Education Entities, State Agencies, and Suppliers
From: Marilyn Biscotti, Senior Commodity Manager
RE: Kimball International & University of California National Contract 2019.00186
- October 2022 Market Price Increase
This memo will serve as notice that a market price increase for both Kimball Omnia National and UC
Agreements has been agreed to by the University of California and will reflect new pricing beginning
October 3, 2022. This increase will replace the recently implemented surcharge of 9% which was
effective on July 1, 2022.
As supply chain continue to drive cost increases with raw material commodities, labor and freight, this
memo reflects an average 10% price increase. The increases ranging from 0%, 5%, 10%, and 12% on all
products within the Kimball, National, Etc. and Interwoven brands.
All other terms and conditions of the agreement shall remain in full unless changed, altered, or
amended on a formal contract amendment signed by both parties per the requirements of the contract.
Thank you,
Marilyn Biscotti
Senior Commodity Manager – Strategic Sourcing
UC Procurement Services
Marilyn.Biscotti@ucop.edu
Cc: Sean Parker, Associate Director – Facilities, Maintenance, & Capital Programs
Gerhard Stadel, Public Sector Sales Manager, Workplace
Kelli Jenkins, Trade manager – Strategic Contracts, Workplace
Christine Dorantes, OMNIA
Attachments: Kimball International Letter
Kimball International Price Increase
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U N I V E R S I T Y O F C A L I F O R N I A
OFFICE OF THE EXECUTIVE VICE PRESIDENT – CHIEF FINANCIAL OFFICER
OFFICE OF THE PRESIDENT
1111 Franklin Street, 10th Floor: Oakland, California 94607-5200
Date: March 21, 2022
To: Participating Organizations, Education Entities, State Agencies, and Suppliers
From: Marilyn Biscotti, Senior Commodity Manager
RE: Kimball Office Inc. Name Change
This memo will serve as notice that Kimball Office Inc., a subsidiary of Kimball International, Inc., has
undergone a name change and now operates under the new name, Kimball International Brands, Inc.
We kindly ask you to update your records accordingly and to address all future business correspondence
to Kimball International Brands, Inc. Other than the entity name, all other details and structures of the
company as well as current contact and other agreements remain unchanged. Please also note that
future invoices will be issued using Kimball International Brands, Inc. other terms and conditions of the
agreement shall remain in full unless changed, altered, or amended on a formal contract amendment
signed by both parties per the requirements of the contract.
Thank you,
Marilyn Biscotti
Senior Commodity Manager – Strategic Sourcing
UC Procurement Services
Marilyn.Biscotti@ucop.edu
cc: Sean Parker
Kelli Jenkins
Gerhard Stadel
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U N I V E R S I T Y O F C A L I F O R N I A
OFFICE OF THE EXECUTIVE VICE PRESIDENT – CHIEF FINANCIAL OFFICER
OFFICE OF THE PRESIDENT
1111 Franklin Street, 10th Floor: Oakland, California 94607-5200
Date: April 6, 2022
To: Participating Organizations, Education Entities, State Agencies, and Suppliers
From: Marilyn Biscotti, Senior Commodity Manager
RE: Kimball International Brands, Inc. Fuel Surcharge Contract 2019.001896
Effective April 4, 2022, Kimball International implemented a 3% fuel surcharge. All orders placed under
University of California Agreement 2019.001896 for both the UC Campus and OMNIA National Program
are affected. All products within the Kimball brand (including David Edward), National, Etc., and
Interwoven brands will realize the fuel surcharge. This surcharge does not apply to the Poppin brand.
Current global events have caused extraordinary increases in inbound and outbound domestic and
international freight, as well as internal logistics costs. Due to these sustained, escalated fuel and
transportation expenses, suppliers and freight forwarders have started to pass these incremental costs
on to Kimball International – resulting in increased costs to manufacture and delivery of products. This
surcharge is necessary to adjust for costs which Kimball International cannot continue to absorb.
While various efforts in the market are being made to moderate fuel prices, including the recent
announcement to release energy reserves, we foresee inflated prices to endure for the foreseeable
future.
The following are key details:
1. The surcharge will appear as a separate line item on all acknowledgements and invoices,
calculated as a percentage of the net subtotal of your order on all orders received on/after
April 4th.
2. CET will be updated with a reminder regarding the surcharge. While it is not possible to
update specific prices at the model level, a notation will be featured in this tool.
3. Continuous improvement and intentional actions to mitigate the escalating cost increases
are actively being pursued to help offset the above necessary actions. We will continue to
monitor and adjust the surcharge accordingly.
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4. The surcharge will NOT be applied to orders in-house prior to April 4th which are
acknowledged with standard lead times. Orders placed in advance for future projects,
beyond standard lead times, will be assessed the 3% fuel surcharge.
In further communication with Kimball International, UCOP has inquired as to the benchmarking
method of these costs to mitigate the escalating cost increases. We will continue discussions with
Kimball International to monitor their efforts to manage fuel and transportation expenses.
All other terms and conditions of the agreement shall remain in full unless changed, altered, or
amended on a formal contract amendment signed by both parties per the requirements of the contract.
Thank you,
Marilyn Biscotti
Senior Commodity Manager – Strategic Sourcing
UC Procurement Services
Marilyn.Biscotti@ucop.edu
cc: Paul Williams – UCOP Chief Procurement Office and Associate Vice President
Sean Parker – UCOP Associate Director Facilities, Maintenance, & Capital Programs
Gerhard Stadel – Kimball International, Public-Sector Sales Manager, Workplace
Kelli Jenkins – Kimball International, Trade Manager – Strategic Contracts, Workplace
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U N I V E R S I T Y O F C A L I F O R N I A
OFFICE OF THE EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
OFFICE OF THE PRESIDENT
1111 Franklin Street. 10th Floor
Oakland, California 94607-5200
November 29, 2021
To: Participating Organizations, Education Entities,
State Agencies, and Suppliers
From: Marilyn Biscotti, Senior Commodity Manager
RE: Kimball & University of California National Contract 2019.001896
December 2021 List Price Increase
This memo will serve as notice that the new price list for the National Agreement has been agreed to by the
University of California and will reflect a temporary surcharge beginning December 16th, 2021.
All other terms and conditions of the agreement shall remain in full unless changed, altered or amended on a formal
contract amendment signed by both parties per the requirements of the contract.
Thank you
Marilyn Biscotti
Marilyn Biscotti
Senior Commodity Manager - Strategic Sourcing
UC Procurement Services
Marilyn.Biscotti@ucop.edu
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Page 1 of 2
UC OFFICE FURNITURE AND RELATED SERVICES
Executive Summary
Lead Agency: University of California Solicitation: #001218
RFP Issued: July 8, 2019 Pre-Proposal Date: July 25, 2019
Response Due Date: August 21, 2019 Proposals Received: #11
Awarded to: Kimball Office, Inc. Purchasing Agreement #2019.001896
The University of California, Office of the President (UC) issued RFP #001218 on July 8, 2019 to select a supplier
to support UC locations including campuses, medical centers, national laboratories, the Office of the President
its affiliates and California State College (CSU) for office furniture and related services.
The Regents of the University of California partnered with OMNIA Partners to include a national cooperative
purchasing opportunity:
The purpose of this Request for Proposal (the is to invite qualified furniture manufacturers to
prepare and submit proposals to the University of California to provide Office Furniture
and related services, either directly or through a subcontracted dealer network; such services to include
(but are not limited to) design/consultation, delivery, and installation (together, the
and Services) all in accordance with Federal and State of California laws and the requirements of the UC
as further detailed in this RFP. Potential proposers shall note, the UC has partnered with OMNIA Partners,
Public Sector to make the resultant agreement a national cooperative agreement which public agencies,
across the country, will be able to utilize.
Notice of the solicitation was sent to potential offerors, as well as advertised in the following:
CalUSource website
OMNIA Partners, Public Sector website
USA Today, nationwide
Arizona Business Gazette, AZ
San Bernardino Sun, CA
Honolulu Star-Advertiser, HI
The Advocate New Orleans, LA
New Jersey Herald, NJ
Times Union, NY
Daily Journal of Commerce, OR
The State, SC
Houston Community Newspapers, Cy Creek
Mirror, TX
Deseret News, UT
Richmond Times, VA
Seattle Daily Journal of Commerce, WA
Helena Independent Record, MT
On August 21, 2019 proposals were received from the following offerors:
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Page 2 of 2
Allsteel Inc.
The HON Company LLC
Haworth
Herman Miller, Inc.
Irwin Seating Company
Kimball Office, Inc.
Knoll, Inc.
Krueger International, Inc.
Office Depot, Inc.
Steelcase, Inc.
Teknion LLC
The proposals were evaluated by an evaluation committee. Using the evaluation criteria established in the RFP,
the committee elected to award Kimball Office, Inc. Steelcase, Inc. and Herman Miller, Inc.
Contract includes:
Systems Furniture, Freestanding, Storage, Seating, Tables.
Services for an additional fee: Design, Project Management, Demolition, Storage, Labor/Installation.
Term:
Initial five (5) year agreement from May 20, 2020 through April 30, 2024 with the option to renew for
five (5) successive years (Renewal Terms), exercised individually, in combinations, and/or as a single
block of 5 years through April 30, 2029.
Pricing/Discount: Discount off List.
OMNIA Partners, Public Sector Web Landing
Pages:
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U N I V E R S I T Y O F C A L I F O R N I A
STRATEGIC SOURCING OFFICE OF THE PRESIDENT
1111 Franklin Street. 10th Floor
Oakland, California 94607-5200
DATE: October 25, 2021
TO: Whom It May Concern
FROM: Sean Parker
Acting Associate Director
University of California
SUBJECT: RFP # 001218 Office Furniture and Related Services Evaluation Summary
The University of California, Facilities and Capital Programs Center of Excellence issued RFP # 001218 for Office
Furniture and Related Services on July 18th, 2019. Proposals were issued and received within the University of
California’s e-sourcing platform, CalUsource. Because of this e-sourcing platform, a solicitation at the University
of California is made up of multiple documents in various formats and might appear as many combined
documents instead of a single RFP document. Proposal were opened on August 21st, 2019 by 3:00PM PST in
the University of California’s e-procurement platform, CalUsource, from the following suppliers:
Allsteel Inc.
Knoll Inc
Herman Miller Inc.
Steelcase Inc.
Kimball Office Inc.
Krueger International Inc
Haworth
The HON Company LLC
Teknion LLC
Office Depot
The solicitation was evaluated based on the following evaluation criteria: (Must match the RFP)
Program Pricing/Cost (30%)
Company Profile/ General Capabilities (23%)
Services (17%)
Pricing Terms and Product (16%)
Sustainability (14%)
BERKELEY • DAVIS • IRVINE • LOS ANGELES • MERCED • RIVERSIDE • SAN DIEGO • SAN FRANCISCO
SANTA BARBARA • SANTA CRUZ
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The Evaluation Committee reviewed, evaluated, and scored response based on the evaluation criteria. The
scoring of the Evaluation Committee was then combined into a weighted average with the final proposal
tabulation scoring resulting in:
Supplier Herman
Miller
Teknion Steelcase Allsteel Kimball
Score
(7500 total)
5624 5078 6232 4907 5295
Rank 2 4 1 5 3
Based on the final tabulation. The following suppliers were sent intent to award letters and began negotiations
with the University of California with the intent to get to a final contract:
Herman Miller
Kimball
Steelcase
As a result of negotiations, all three firms were award the following contracts for Office Furniture and Related
Services:
Supplier Contract # Term
Herman Miller 2019.001890 May 28, 2020 – April 30, 2024
Kimball 2019.001896 May 20, 2020 – April 30, 2024
Steelcase 2019.001899 May 21, 2020 – April 30, 2024
with the options to renew the Agreements for five (5) successive years (Renewal Term), exercised
individually, in combinations, and/or as a single block of 5 years.
Sincerely,
Sean Parker
Acting Associate Director
Center of Excellence University of California Office of the President
Sean.Parker@ucop.edu
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SAN BERNARDINO COUNTY SUN
473 E CARNEGIE DR #200, SAN BERNARDINO, CA 92408
(909) 889-9666 (909) 884-2536
SB 3276072
RICH MELIN
PHASE 3 MARKETING & COMMUNICATIONS/NIPA
109 WESTPARK DRIVE SUITE 360
BRENTWOOD, TN - 37027
RFP - REQUEST FOR PROPOSALS
RFP No. 001218
I am a citizen of the United States and a resident of the State of California; I am
over the age of eighteen years, and not a party to or interested in the above
entitled matter. I am the principal clerk of the printer and publisher of the SAN
BERNARDINO COUNTY SUN, a newspaper published in the English language
in the city of SAN BERNARDINO, county of SAN BERNARDINO, and adjudged
a newspaper of general circulation as defined by the laws of the State of
California by the Superior Court of the County of SAN BERNARDINO, State of
California, under date 06/27/1952, Case No. 73081. That the notice, of which
the annexed is a printed copy, has been published in each regular and entire
issue of said newspaper and not in any supplement thereof on the following
dates, to-wit:
07/22/2019
07/22/2019
SAN BERNARDINO
!A000005162135!
Email COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC-OMNIA #2019.001896-NOF-Kimball Page 212 of 228
COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC-OMNIA #2019.001896-NOF-Kimball Page 213 of 228
Date: 07/18/2019
Adnum: 375997
Custid: 69764
ADVERTISING PROOF
Customer: PHASE 3 MARKETING & COMM.
Lines: 30
^STARTAD^375997^
University of
California
Office Furniture and
Related Services
Proposals Due: August 21
The University of California is
requesting proposals from quali-
fied and experienced firms to pro-
vide Office Furniture and Related
Services (RFP No. 001218).
In order to be considered, the
Offeror must complete and sub-
mit a proposal to the University
of CA Office of the President
in accordance with the solicita-
tion documentation available at
https://calusource.net/supplier-
resources/
PRE-PROPOSAL WEB CON-
FERENCE: Thursday, July 25,
2019, 10:00-11:00 PDT.
PROPOSAL DUE DATE:
August 21, 2019, 3pm PDT.
CONTACT: Yvonne Macon,
MRO Commodity Manager, 530-
752-5684 or yvonne.macon@ucop.
edu
Date of publication in
the Seattle Daily Journal of
Commerce, July 22, 2019.7/22(375997)^ENDAD^375997^
^THE-END^
Date: 07/18/2019
Adnum: 375997
Custid: 69764
ADVERTISING PROOF
Customer: PHASE 3 MARKETING & COMM.
Lines: 30
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