HomeMy WebLinkAboutContract 64072CITY OF FORT WORTH
COOPERATIVEPURCHASEAGREEMENT
This Cooperative Purchase Agreement (“Agreement”) is entered into by and between HD Supply
Facilities Maintenance, Ltd. (“Vendor”), a Florida limited partnership 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 – Seller’s Category Discount;
3. Exhibit B – Cooperative Agency Contract Omnia Partners 2020002299; 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
Agreement shall control.
City shall pay Vendor in accordance with the discount in Exhibit A and in accordance with the
provisions of this Agreement. Total payment made under this Agreement by City shall not exceed One
Million Dollars ($1,000,000.00) annually. 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 expires on May 31, 2027, with three (3) one-year renewal options.
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 written notice of intended audits. Such audits shall be limited to once per calendar
year.
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:To VENDOR:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
HD SupplyFacilitiesMaintenance, Ltd.
Attn: Legal Department
3400 Cumberland Blvd. SE
Atlanta, GA 30339
With copy to Fort Worth City Attorney’s Office at the
same address Email: USCAdmin@hdsupply.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.
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)
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: Valerie Washington
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
By:
Name: Marilyn Marvin
Title: PropertyManagement Director
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,includingensuringallperformanceand
reporting requirements.
By:
Name: Denise Garcia
Title: Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Amarna Muhammad
Title: Assistant City Attorney
CONTRACTAUTHORIZATION:
M&C: 25-0296
Date Approved: 4/8/2025
1295 Form: N/A
VENDOR:
HD Supply Facilities Maintenance, Ltd.
By:
Name:
Title:
Date:
DocuSign Envelope ID: FB1DA198-70C2-4B14-AF79-834012F5D257
Amendment No. 0 I
Agreement No. 2020002299
Revised 2/28/21
Pa ge 1 of2
{'('Ur tL "Tf:E:\' )'}
Exhibit A- Seller's Category Discount
UNIVERSITY
OF
CALIFORNIA Amendment to Agreement
This Amendment #1 to Agreement #2020002299 {"Agreement") is entered into between The Regents of the
University of California (UC) and Supplier.
AMENDMENT TO AGREEMENT
The Agreement is hereby amended as follows:
Section 10 -Additional Contractual Terms: Replacement of Pricing Table
The pricing table will be replaced with the following table:
Vendor Price Increase Charts
Effective March 1, 2021
Manufacturer Open Market
Announced
OMNIA
Weighted
Average
Open Market
Effective Date
OMNIA Effective
Date
Kimberly Clark 9% 2.5%January 1, 2020 March 1, 2021
Renown Chemical
(Misco)
5.5% 2.5% March 1, 2021 March 1, 2021
Renown Skincare (GoJo)Up to 6.6%2.5%April 1, 2020 March 1, 2021
Renown Paper (Essity) 8% 2% May 1, 2019 March 1, 2021
Renown Aerosols (ZEP) 8% 3% March 1, 2020 March 1, 2021
Renown Can Liners
(Berry)
Cumulative
38%
Jul 6%
Aug 6%
Sep 6%
Oct 6%
Jan 6-8%
Mar6%
18% Various March 1, 2021
Diversey 1.3% 1%March 1, 2021 March 1, 2021
Rubbermaid (Newell
Brands)
7-12% 3% January 1, 2021 March 1, 2021
Tradex Gloves (Cardinal
Health)
Vinyl 86%-92%
Nitrile 30%-
114%
Latex 13%-20%
50% Various March 1, 2021
3M Up to 6%2%January 1, 2021 March 1, 2021
Advance Equipment 3.25% 3.25%January 1, 2021 March 1, 2021
Karcher Equipment 4.1% 4.1% January 1, 2021 March 1, 2021
DocuSign Envelope ID:FB1DA198-70C2-4B14-AF79-834012F5D257
Amendment No.0I
Agreement No.2020002299
Revised 2/28/21
Pa ge 2 of2
G
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 March 1,
2021.
By:v
THE REGENTS OF THE
DocuSignedt:,l):NIVERSITY OF CALIFORNIA
ustin Sullivan
:C-cSST1AAFF'm9F7'.23!8'841C"C440olr."8:.:.
Name:Ran Garver
Justin Sullivan
Title:Director of Comg_liance
Date:March 3, 2021
Director, Strategic sourcing
3/9/2021
DocuSign Envelope ID:8ACC6917-B67C-447B-8477-O50O2789A916
CATEGORY DISCOUNT%
Paper 10
Chemicals 15
Liners 15
Equipment &Dispensers 10
Hand Soaps &Sanitizers 15
Supplies 15
Gloves 15
Other 10
DocuSign Envelope ID:8ACC6917-B67C-447B-8477-05002789A916
UNIVERSITY
OF
CALIFORNIA Purchasing Agreement#2020002299
As a result of Request for Proposal ff RFP-UC Janitorial Supplies &Equipment -Apr242019 for Janltorlal Supplies and
Equipment,the Master Agreement to furnish certain goods and services described herein and in the documents referenced
herein ("Goods and/or Services") is made by and between The Regents of the University of California, a California public
corporation ("UC") on behalf of the University of California and the supplier named below ("Supplier"). l11is Agreement is
binding only if it is negotiated and executed by an authorized representative with the proper delegation of authority.
Supplier- The Home DepotPro
1.Statement of Work
Supplier agrees to perform the Services listed in the statement of work attached as Attachment D {"Statement of Work") and
any other documents referenced in the Incorporated Documents section herein,at 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 wlllnotbe obligated to purchase a minimum amount of Goods and/or Services fromSupplier.
2.Term of Agreement/Termination
a)The initial term of the Agreement will be from June 1, 2020 and through May 31, 2027 (initial Term)and is
subject to earlier termination as provided below. UCmayrenew the Agreement for three (3)successive one
(1)-year periods (each, a Renewal Term}, by providing Supplier with at least thirty (30)calendar days' written
notice beforethe end of the Initial Term or any Renewal Term.
b)UC may terminate the Agreement for convenience by giving Supplier at least thirty (30)calendar days'written
notice.
c) UC or Supplier may terminate the Agreement for cause by giving the other party at least fifteen (15) days'
notice to cure a breach of the Agreement (Cure Period).If the breaching party fails to cure the breach within
the Cure Period, the non-breaching party may immediately terminate the Agreement.
3. 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.
4.Pricing,InvoicingMethod,andSettlement Method andTerms
Refer to Statement of Work or Purchase Order for Pricing.For system-wide agreements, each UC Location will specify the
Invoicing Method and Payment Options that wlfl apply, taking into account the operational capabilities of Supplier and the
UC Location. See UC's Procure to Pay Standards http://www.ucop.edu/procurement-services/
files/Matrix%20for%20website.pdf for the options that will be considered.In the case of system-wide agreements, each UC
Location willspecify these terms In a Statement of Work or Purchase Order,as thecase may be.]
Supplier will submit Invoices following the designated Invoice method directly to UC Accounts Payable Departments at each
UCLocation, unless UC notifies the Supplier otherwise by amendment to the Agreement.
Settlement Method andTerms
Notwithstanding the provisions of Article 3 of the Termsand Conditions of Purchase, theSettlement Method and Terms will
be as follows: 2%10,Net30or electronic payment method determined by the campus fromwhich thePurchase Order
Isissued.
Exhibit B -Cooperative Agency Contract Omnia Partners 202002299
DocuSign Envelope ID:8ACC6917-B67C-447B-3477-D50D2789A916
UNIVERSITY
OF
CALIFORNIA Purchasing Agreement # 2020002299
5. Notices
As provided In the UCTerms and Conditions of Purchase,notices may be given by email,which will beconsidered legal notice
only if such communications include the following text In the Subject field: FORMAL LEGALNOTICE - (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 mall 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
Phone 510-987-0086
Email David.rusting@ucop.edu
Address 1111Franklin St., 7th Fir
Oakland, CA94607
To UC, regarding contract Issues not addressed above:
Name Greg Muller
Phone 858-534-9857
Email &!lmuller@ucsd.edu
Address 10280 N. Torrey Pines Road, Suite 415
La Jolla,CA 92037-0914
To Supplier:
Name John Pettinelli
Phone 609-820-8593
Email John i nettinelli(r[).homedeno-t.com
Address 804 East Gate Drive Suite 100
Mount Laurel,NJ 08054
6. Intellectual Property, Copyright and Patents
TheGoods and/or Services do not involve Work Made for Hire
7. Patient Protection and Affordable Care Act (PPACA)
The Services do not involve temporary or supplementary staHing, and they arc not subject to the PPACA warranties in the
T&Cs.
8. Prevailing Wages
SuppHer is not required to pay prevailing wages when providing the Services.
9. Fair Wage/Fair Worl<
Supplier is required to pay the UC Fair Wage (defined as $13 per hour as of 10/1/15, $14per hour as of 10/1/16, and $15 per
hour as of 10/1/17) when providing the Services.
DocuSign Envelope ID:8ACC6917-B67C-447B-8477-05002789A916
UNIVERSITY
OF
CALIFORNIA Purchasing Agreement # 2020002299
10.RestrictionRelatingtoConsulting Services or Similar Contracts-
Follow-on Contracts
Please note a Supplier that isawarded a consulting services or similar contract cannot later submit a bid or be considered for
any work "required, suggested, or other.Nise deemed appropriate" as the end product of the Services (see Public Contract
Code Section 10515).
11. Insurance
Deliver the PDF version of the Certificate of Insurance to UC's Buyer, by email with the following text in the Subject field:
CERTIFICATEOF INSURANCE -The Home Depot Pro.
12.Cooperative Purchasing
Supplier agrees to extend for Goods and/or Services to participating 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. All contractual administration issues (e.g. terms and conditions, extensions/renewals, product
pricing and Core List) will remain UC's responsibility except as outlined in the above referenced Request for Proposal# RFP-
UC Janitorial Supplies & Equipment -Apr242019. Operational issues, fiduciary responsibility, payment issues, performance
issues and liabilities, and disputes involving individual participating agencies will be addressed, administered, and resolved
by each participating agency.
13.Records about Individuals
Records created pursuant to the Agreement that contain personal Information about individuals(including statements made
by or about Individuals) may become subject to the California Information Practices Act of 1977, which includes a right of
access by the subject individual. While ownership of confidential or personal information about individuals is subject to
negotiated agreement between UC and Supplier, records will normally become UC's property, and subject to state law and
UC policies governing privacy and access to flies. When collecting the information, Supplier must inform the individual that
the recordis beingmade, and the purpose of the record. Use of recording devicesIn discussions with employees is permitted
only as specified in the Statement of Work.
14, Amendments to UC Terms and Conditions of Purchase
The UC Terms and Conditions of Purchase, dated February 27th, 2020 will govern this Agreement and are attached as
Attachment A. •
15. Incorporated Documents
This Agreement and its Incorporated Documents contain the entire agreement between the Parties, In order of
the below precedent, concerning its subject matter and shall supersede all prior or other agreements, oral and
written declarations of intent and other legal arrangements(whether binding or non-binding) made by the Parties
in respect thereof.
a.UC Terms and Conditions of Purchase, dated 2-27-2020 - AMENDED, Attachment A
b. UC Data Security and Privacy Appendix, dated 8-12-2019, Attachment B
c. UC Electronic Commerce Appendix, dated 7-19-19, Attachment C
DocuSign Envelope ID:8ACC6917-B67C-447B-8477-D50D2789A916
UNIVERSITY
OF
CALIFORNIA Purchasing Agreement# 2020002299
d. RFP-UCJanitorial Supplies & Equipment -Apr242019 Janitorial RFP SOW -Attachment D
e.Pricing -Attachment E
f. Supplier response to RFP-UC Janitorial Supplies & Equipment -Apr242019 -Attachment F
16.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.
This Agreement can only be signed by an authorized representative with theproper delegation of authority.
THE REGENTS OF THE
VfiR51iiVdS.,F. CALIFORNI A
.,pf '·""'
(Signature)
William Cooper, Chief Procurement Officer
(Printed Name, Title)
6/1/2020
(Date)
(Signature) _ . . Ran Garver
Drrector of Comµlian
(Printed Nam{i, Title)
-z.4, ,v\,,_1 7.0 2.,.c_)
(Date)
DocuSign Envelope ID:8ACC6917-B67C-447B-8477-O50O2789A916
UNIVERSITY
OF
CALIFORNIA
Terms and Conditions of Purchase
ARTICLE 1-GENERAL
These Terms and Conditions of Purchase (''Terms and Conditions") are a part of lhe Master Agreement dated June 1, 2020,Agreement No
2020002299, by and between The Regents of the University of California ("UC") and Home Depot U.S.A., Inc. d/b/a The Home Depot Pro
("Suppller"). As used herein, the term "Supp11er" includes Supplier and its sub-suppllers at any tier. As used herein, "UC" refers to The
Regents of the University of California, a corporation described in California Constitution Art. IX, Sec. 9, on behalf of the UC Locations
identified in the Agreement and/or the PO. UC and Supplier individually will be referred to as "Party" and collectively as "Parties." The
equipment, materials, or supplies ("Goods") and/or services ("Services") furnished by Supplier (together, the "Goods and Services"}
and covered by the UC Purchase Order ("PO") are governed by the terms and conditions set forth herein. Any defined terms not
defined in these Terms and Conditions of Purchase will have the meaning ascribed to such term In any of the Agreement. No other terms
or conditions will be binding upon the Parties unless accepted by them in writing. Written acceptance or shipment of all or any portion
of the Goods, or the performance of ail or any portion of the Services, covered by the Agreement, will constitute Supplier's unqualified
acceptance of all of the Agreement's terms and conditions. The terms of any proposal referred to in the Agreement are included and
made a part of the Agreement only to the exlent the proposal specifies the Goods and/or Services ordered, the price therefor, and the
delivery thereof, and then only to the extent that such lerms are consistent with the terms and conditions of the
Agreement.
ARTICLE 2-TERM AND TERMINATION
A. As applicable, the term of the Agreement ("Initial Term"} will be stated in the Agreement Following the Initial Term, the Agreement
may be extended by written mutual agreement.
B, lJC's obligatlon to proceed Is conditioned upon the appropriation of state, federal and other sources of funds not controlled by UC
("Funding"). UC will have lhe 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 e><tent and effective date thereof, terminate the Agreement for convenience in whole or in part,
at any time. The effective date of such termination shall be consistent with any requirements for providing notice specified in the
Agreement, or immediate if no such terms are set forthin the Agreement. As specifiedIn the termination notice, UC will pay Supplier as
fullcompensation the pro rata Agreement price for performance through the later of the date that (i) UC provided Supplier wilh notice
of termination or (ii) Supplier's provision of Goods and/or Services wm terminate.
D. UC may by written notice terminate the Agreement for Supplier's breach of the Agreement, In whole or in part, at any time, If Supplier
refuses or fails to comply wilh the provisions of the Agreement, or so falls to make progress as to endanger performance and does not
cure such failure within ten (10) business days, or repeatedly 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.
E. UC's Appendix - Data Security, Appendix - BAA, and/or Appendix - GDPR will control in the event that one or more appendices are
Incorporated into the Agreement and conflicts with the provisions of this Article.
ARTICLE 3- PRICING, INVOICING METHOD, AND SETTLEMENT METHOD AND TERMS.
Pricing Is set forth in lhe Agreement or Purchase Order, 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 wfll extend the terms applicable to such settlement method) set forth in UC's
Supplier Invoicing, Terms & Settlement Matrix. UC will pay Supplier, upon submission of acceptable invoices, for Goods and/or Services
provided and accepted. Invoices must be itemized and reference the Agreement or Purchase Order number. UC will not pay shipping,
packaging or handling expenses, unless specified in the Agreement or Purchase Order. Unless otherwise provided, freight is to be FOB
destination. Any of Supplier's expenses that UC agrees to reimburse will be reimbursed under UC's Travel Policy, which may be found at
http;//www.ucoo.edu/centraHravel-rnanagement/resources/index.html.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. Pricing isexclusive ofandUCshallberesponsible for allsales, use and excise taxes, andany olher similar taxes, duties and charges of any
kindimposed by anygovernmental authority on anyamounts payable by UC under the Agreement or PurchaseOrder hereunder. Notwithstanding any
other provision to the contrary, UC will not be responsible for any fees,interest or surcharges Supplier wishes to impose.
Page l of 16
Revised 2/27/2020
DocuSign Envelope ID: 8ACC6917-867C-4478-8477-D50D2789A916
Page 2 of 16
Revised 2/27/2020
UNIVERSITY
OF
CALIFORNIA
Terms and Conditions of Purchase
ARTIClE 4 - INSPECTION.
UC will Inspect the Goods upon receipt. Any issues with nonconformities or non-delfvery of any quantities of Goods must be reported
within 30 days of delivery (or for non-delivery, within S days after the date that the Goods would have been received in the normal course
of business). Supplier cannot guarantee responsibility for the resolution of Issues reported after this 30-day period, after which UC will be
deemed to have accepted the Goods. Examptes of nonconformltles are: damaged goods, incomplete orders, incorrect Items, and/or over
shipments. If UC notifies Supplier of any non-conformities within the tlmeframe specified above, Supplier shall, at UC's discretion, (I)
replace such non-conforming Goods (or Goods not delivered) with conforming Goods, or (ii) credit or refund the price paid by UC for such
nonconforming Goods (or Goods not delivered). UC acknowledgesand agrees that the remedies set forth In this Section are UC's exclusive
remedies for the delivery of non-conforming Goods, and that otherwise, UChasno right to request return of Goods purchased hereunder.
ARTICLE 5-ASSIGNEDPERSONNEL; CHARACTEROF SERVICES
Supplier wlll 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 shltts per week, and at such locations as UC may so require.
Supplier will use commercially reasonable efforts to use only Its best-qualified personnel to work under the Agreement. Should UCinform
Supplier that anyone providing the Services is not working to this standard, Supplier will promptly remove such personnel from providing
Services and heor she will not again, without UC's written permission, be assJgned to provide Services. At no time wlllSupplier or Supplier's
employees, sub-suppliers, agents, or assigns be considered employees of UC for any purpose, including but not limited to workers'
compensation provisions. Sur>plier shall not have the power nor right to bind or obligate UC, and Supplier shall not hold Itself out as having
such authority. Supplier shall be responsible to UC for all Services performed by Supplier's 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 wlll have the right to terminate the Agreement without damage, penalty, cost or furtl1er obligatlon.
A. General Warranties. Supplier represents, warrants and covenants that: (I) Suppl!er ls free to enter Into this Agreement and that Suppller
Is not, and will not become, during the Term, subject to any restrictions that might restrict or prohibit Supplier from performing the
Services or providing the Goods ordered hereunder; (Ii) Supplier will comply with all applicable laws, rules and regulations ln performing
Supplier's obligations hereunder; (Ill) the Goods and/or Services shall be rendered with promptness and dlllgence and shall be executed
In a skilled manner by competent personnel, in accordance with the prevailing Industry standards; and if UCAppendix Data Security is
NOT lnc!uded:(iv) Supplier has developed a business interruption and disaster recovery program and is executing such program to
assess and reduce the extent to which Supplier's hardware, software and embedded systems may be susceptible to errors or fal!ures
In various crisis (or force majeure) situations; (v) if Supplier uses electronlc systems for creating, modifying, maintaining, archiving,
retrieving or transmitting any records, including test results that are required by, or subject to inspection by an app!lcable regulatory
authority, then Supplier represents and warrants that Supplier's systems for electronic records are In compliance; and (vi) Supplier
agrees that the Goods and/or Services furnished under the Agreement will be covered by the most favorable warranties Supplier gives
to any customer for the same or substantially similar goods or services, or such other more favorable warranties as specified In the
Agreement. The rightsand remedies so provided are in addition to and do not limit any rights afforded to UC by any other nrtlcle of the
Agreement.
B. Permits and Licenses. Suppller 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
Servicesare 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 UCto contract with entllles In vtolalion
of Federal or State water or air pollution laws.
D. Web Accessibility Requirements. Asapplicable to the Supplles and/or Services being provided under the Agreement, Supplier warrants
that:
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1. It complies with California and federal disability laws and regulations; and
2. The Goods and/or Services willconform to the accessibility requirements of WCAG 2.0AA.
3. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Goodsand/or Services;
E. General Accessjhility Requirements. Supplier warrant.s that:
1. It wiU comply with California and federal disability laws and regulations;
2.Supplier wlll promptiy respond to remediate to any Identifiedaccessibility defectsin the GoodsandServices to conform to WCAG
2.0AA; and
3. Supplier agrees to promptly respond to and use reasonable efforts to resolve and remediate anycomplaint regarding accessibility
of Its Goods and/or Services.
F.Warranty of Quiet Enjoyment.Supplier warrants that Supplier has the right of Quiet Enjoyment in, and conveys the right of Quiet
Enjoyment to UC for UC's use of, any and a!I intellectual property that will be needed for Supplier's provislon, and UC's use of, the
Goods and/or Services provided by Supp!ler under the Agreement.
G. California Child Abuse and Neglect Reporting Act /"CANRA"l. Where applicable, Supplier warrants that It complies with CANRA.
H. Oebarment 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. UCTrademark Licensing Code of Conduct. If the Goods will bear UC's name(including UCcampusnames, abbreviationsof these names,
UC logos, UC mascots, or UC seals) or other trademarks owned by UC, Supplier warrants that it holds a valid license from UC and
complies with theTrademark Licensing Codeof Conduct policy, available at http://pollcy.ucop.edu/doc/3000130/Trademarkllcens!ng.
J. Outsourcing (Public Contract Code section 12147) Compliance. Supplier warrants that If the Agreement will displace UC employees,
no funds paid under the Agreement 1.'!i!I be used to train workers who are located outside of the United States, or plan to relocate
outside the United States as part of the Agreement. Additionally, Supplier warrants that no work will be performed under the Agreement
with workers outside the United States, except as described in Supplier's bid. If Supplier or Its sub•suppfier performs the Agreement
with workers outside the United States during the lire of the Agreement and Supplier did not describe such work In its bid, Supplier
acknowledges and agrees that (1) UC may terminate the Agreement without further obligation for noncompliance, and (II) Suppfler
will forfeit to UC the amount UC paid for the percentage of work that wasperformed with workers outside the United States and not
described in Supplier's bid.
ARTICLE 7·-INTELLECTUAL PROPERTY, COPYRIGHT, PATENTS, AND DATA RIGHTS
A. 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 u s 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
theDeliverables.
2.The Dellverables must be new and original. Supplier must not use any Pre-Existing Materials in the Deliverables without UC's
prior written permission.
3. Whenever any Invention or discovery Is made or conceived by Supplier In the course of or In connection with the Agreement,
Supplier will promptly furnish UC complete Information with respect thereto and UC will have the sc>le 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 appllcation
or patent that may result.
4. Supplier is specifically subject to an obligation to, and hereby does, assl8n all right, title and interest In any such intellectual
property rights to UC as we!I 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.
8. Genera], Should the Goods and/or Services become, or In Supplier's opinion be likely to become, the subject or a claim of infringement
of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party, Supplier will
provide written notice to UC of the c:ircumstances giving rise to such claim or likely claim. In lhe event that UC receives notice of a
claim of infrineement or ismade a party to or is threatened with being made a party to any claim of Infringement related to the Goods
and/or Services, UC will provide Supplier with notice of such claim or threat. Following receipt of such notice, Supplier will either (at
Supplier's sole electlon) {!) procure for UC the right to continue to use the affected portion of the Goods and/or Services, or (ii} replace
or otherwise modify the affected portion of the Goods and/or Services to make them non-infringing, or obtain a reasonable substitute
product for the affected portion of the Goods and/or Services, provided that any replacement, modification or substitution under this
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paragraph doesnot effectamaterial change in the Goodsand/or Services' functionality. If noneof the foregoll1goptions is reasona ly
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.
..........
,,;•··,.UNIVERSITY Terms and Conditions of PurchaseIi{':'i ':'\\OF'-/
···,<.....·.,...,,CALI FORNI A
acceptable toUC, UC will have the rieht to terminate the Agreement without damage, penalty,cost or further obligation.
C.UC Rights to Institutional Information. Institutional Information shall belong exclusively to UC and unless expressly provided,this
Agreement shall not be construed as conferring on Supplier any patent,copyright, trademark, license right or trade secret owned or
obtained by UC.Any right for Supplier to use Institutional Information is solely provided on a non-exclusive basis,and only to the
extent reQuired for Supplier to provide the Goods or Services under the Agreement. As used herein,"InstitutionalInformation" means
any Information or data created, received, and/or collected by UC or on Its behalf,Including but not limited to application logs,
metadata and data derived from such data.
ARTICLE 8- INDEMNITY AND LIABILITY
To the fullest extent permitted by law, Supplier will defend, Indemnify, andhold harmless UC,itsofficers,employees, and agents, from
and against all losses, expenses (Including, without limitation, reasonable attorneys' fees and costs), damages, and liabillties of any kind
resultlng from thenegligent acts or willful misconduct of Supplier, Its officers, employees,agents,sub-suppliers, or anyone directly or
indirectly employed by Supplier, or anypersonor persons under Supplier's direction andcontrol during delivery of the Goods or provision
of Services on UC property. UCagrees to provide Supplier with prompt notice of any such dalm or action and to permit Supplier to
defend any claimor action,and that UCwill cooperate fullyin suchdefense.UC retainsthe right to participateIn the defense against any
suchdaimor action,and the right to consent to any settlement, whichconsent will not unreasonably be withheld.
In the event Appendix DS applies to this Agreement, Supplier shall reimburse or otherwise be responsible for any costs, fines or penalties
imposed against UC as a result of Supplier's Breach of Institutional Information and/or failure to cooperate with UC's response to such
Breach. Asusedherein,"Breach" means: (1)any disclosure of-Institutional Informationto anunauthorized party or in anunlawful manner;
(2) unauthorized or unlawful acquisition of information that compromises the security, confidentiality or integrity of Institutional
Information and/or IT Resources;and (3) the acquisition, access, use,or disclosure of Protected Health Information or medical information
in a manner not permitted under the Health Insurance Portability and Accountabliity Act (HIPM) er California law."IT Resources"means
1T Infrastructure, cloud services, software, and/or hardware with computing and/or networking capability that is Supplier owned/managed,
or UC-owned, or a personally owned device that storesInstitutional Information,is connected to UC systems, is connected to UC networks,
or Is used for UC business.
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Terms and Conditions of Purchase
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 beiow, unless UCspecifies otherwise:
A. Cornmerdal Form General Liabllity Insurance {contractual liablllty included) with limits as follows:
1. Each Occurrence$1,000,000
2. Products/CompletedOperations Aggregate$ 2,000,000
3. Personal and Advertising Injury$ 1,000,000
4. General Aggregate$ 2,000,000
B, Business Automobile llabillty Insurance for owned, scheduled, non-owned, or hired automobites 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 witha limit of twomillion dollars ($2,000,000) per occurrence or claim withan aggregate
of not less than two ml!Uon dollars ($2,000,000). If this insurance Is written on a claims-made form, it wlll continue for three years
following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the
efrectlve dateof the Agreement.
D. Workers' Compensation as required by applicable state !aw and Employer's liability with limlts of one rnillron dollars ($1,000,000) per
occurrence. Workers' Compensation as required by applicable state law and Employer's Liability with limits of one million dollars
($1,000,000) per occurrence.
E. If applicable, Suppller Fidelity Bond or Crime coverage for the dishonest acts of its employees In a minimum amount of one million
dollars ($1,000,000). Suppller will endorse such poflcy to include a "Regents of the University of California Coverage" or "Joint Payee
Coverage" endorsement. UC and, If so requested, UC's officers, employees, agents and sub-suppliers will be named as"Loss Payee, as
Their Interest May Appear" in such FfdeUty Bond.
F. In the event Appendix OS applies to this Agreement, Supplier, at its sole cost and expense, wlll obtain, keep in force, and maintain one
or more Insurance policies that provide coverage for technology, professional liability, data protection, and/or cyber liability. Typically
referred to as Privacy, Technology and Data Security Liability, Cyber Llablllty, or Technology Professional llabllity Insurance, It will
cover liabilities for financial loss due to the acts, omissions, or lntentlonal misconduct or 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, in
connection with the performance of this Agreement, as well as all Supplier costs, Including damages it is obligated to pay UC or any
third party, that are associated with any confirmed or suspected Breach or compromise of Institutional Information. In some cases,
Professional Llabllity policies may include some coverage for data breaches or loss of Institutional Information. Regardless of the type
of policy(ies) in place, such coverage wlll include without !Imitation: (I) costs to notify parties whose data were lost or compromised;
(ll) costs to provide credit monitoring and credit restoration services to parties whose data were lost or compromised; (till costs
associated with third party claims arising from the confirmed or suspected Breach or loss of Institutional Information, including
litigation costs and settlement costs; (iv) any Investigation, enforcement, fines and penalties, or similar miscellaneous costs; and (v)
any payment made to a third party as a result of extortion related to a confirmed or suspected Breach. The following insurance
coverage is based on the highest Protection Level Classification of Jnstftutional Information identified In Exhibit 1 to Appendix DS:
1.Pl -ThisInsurance policymust have minimum limits of$SOO,OOOeach occurrence and$500,000In the aggregate.
2. P2 -Thls insurance policy must have minimum limits of$1,000,000 each occurrence and $1,000,000 in the aggregate.
3.P3 and P4, less than 70,000 records - this Insurance policy must have minimum limits of $5,000,000 each occurrence and
$5,000,000 in the aggregate.
4. P3 and P4, 70,000 or more records - this insurance policy must have minimum limits of $10,000,000 each occurrence and
$10,000,000 In the aggregate.
Protection Level Classifications are defined In the UC Systemwide rnrormation Security Classmcation of Information and IT Resources:
httos://security.ucop.edu/policies/iristitutlonal•intorrnation-and·lt•resource•classlflcatlon.html
G. Additional other insurance in such amounts asmay be reasonably required by UC against other insurable risks relating to performance.
if the above Insurance is written on a claims-made form, it will continue for three years following termination of the Agreement. The
Insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement. If the above
insurance coverage is modified, changed or cancelled, Suppiler will provide UC with not less than fifteen (15) days' advance written
notice of such modification, change, or cancellatfon, and will promptly obtain replacement coverage that complies with this Article.
J, The coverages referred to under A and B of this Article must include UC as an additional insured. It Is understood that the coverage
andlimitsreferred to under A,8 and Cof thisArticle willnotin anyway limit Supplier's liability. Suppfierwill furnish UC with certificates
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of Insurance (and the relevant endorsement pages) evidencing compliance with allrequirements prior to commencing work under the
Agreement. Suchcertificates 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 aprovisionthat the coverage will be primary and will not participate with or be excess over any valid and collectible
Insurance or program of self-insurancecarried or maintained by UC.
ARTICLE 10 -USE OF UC NAME ANOTRADEMARKS
Supplier will not use the UC name, abbreviation of the UC name, trade names and/or trademarks (i.e.,logos and seals) or any derivation
thereof, in any form or manner in advertisements, reports, or other Information released to the public, or place the UC name,
abbreviations, trade names and/or trademarks or any derivation thereof on any consumer goods, products, or services for sale or distribution
to the public, without UC' s prior written approval. Supplier agrees to comply at all times with California Education Code Section92000.
ARTICLE 11-FEDERALFUNDS
Supplier who supplies Goods and/or Services certifies and represents its compliance with the following clauses, as appl!cable. Supplier
shall promptly notify UC of any change of status with regard to these certificalions and representations. These certifications and
representations are material statements upon which UC wlll rety.
A For commercial transactions involving funds on a federal contract (federal awards governed by the FAR), the following provisions
apply, as applicable:
1. FAR 52.203·13, Contractor Codeof Business Ethics and Conduct;
2. FAR52.203-17, Contractor Employee Whlstleblower Rights and Requirement to Inform Employees of Whistleblower Rights;
3. FAR 52,203··19, Prohibition on Requiring CertainInternal ConfldentlalltyAgreements or Statements;
4. FAR 52.219-8, Utlllzation of Small Business Concerns;
5. FAR 52.222-17, Non-displacement of Qualifled Workers;
6. FAR 52.222-21, Prohlbltion of Segregated Facilities;
7. FAR 52.222-26, EqualOpportunity;
8, FAR 52.222-35, Equal Opportunity for Veterans;
9. FAR 52.222-36, Equal Opportunity for Workers withDisabilities;
10. FAR 52.222-37, Employment Reports on Veterans;
11. FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act;
12. FAR 52.222-41, Service Contract Labor Standards;
13. FAR 52.222-50, CombatingTrafficking In Persons;
14. FAR52.222-51,Exemption from Applicationof the Service Contract Labor Standards to Contracts for Maintenance,Calibration,
or Repair of Certain Equipment - Requirements;
15. FAR 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services -
Requirements;
16. FAR 52.222-54, Employment Eliglbillty Verification;
17. FAR 52.222-SS, Minimum Wages Under Executive Order13658;
18. FAR 52.222-62, Paid Sick Leave under Executive Order 13706;
19. FAR 52.224-3, Privacy Training;
20. FAR 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations;
21. FAR 52.233-1, Disputes; and
22. FAR 52.247-64, Preference for Privately Owned U.S.-FlagCommercial Vessels.
B. For non-commercial transactions involving funds on a federal contract, the UC Appendi)( titled 'Federal Government Contracts Special
terms and Conditions (Non-Commercial Items or Services)' and located at www.uco12.edu/procurement-servfces/polkies•
forms/index.html ishereby Incorporated herein by this relerence.
C. For transactions lnvolvlng funds on a lederal grant or cooperative agreement (federal awards governed by eCFR Title 2, Subtitle A,
Chapter II, Part 200} the following provisions apply, as applicable:
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1.Rights to Inventions. If Supplier Is a small business firm or nonprofit organlzatlon, and is providing experimental, development,
or research work under this transaction, Supplier must comply with the requirements of 3 CFR Part 401, "Rights to Inventions
Made by nonprofit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements".
2. Clean Air Act. Supplier agrees to comply with all applicable standards, orders or regulationsIssued 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 Federalawarding agency and the Regional Office of the Environmental Protection Agency(EPA).
3. 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.
4. Procurement of Recovered Materials. If Supplier Is a state agency or agency of a political subdivision of a state, then Supplier
must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.
D.In these provisions, the term "contractor" as used therein will refer to Supplier, and the terms "Government" or "Contracting Offlcer"
as used therein will refer to UC. Where a purchase of items is for fulfillment of a specific U.S. Government prime or subcontract,
additional information and/or terms and conditions may be Included in an attached supplement. By submitting an invoice to UC,
Supplier Is representing to UC that, at the time of submission:
1. Neither Supplier nor Its principals are presently debarred; suspended, or proposed For debarment by the U.S. government (see
FAR 52.209-6);
2. Supplier has filed all compliance reports required by the Equal Opportunity clause (see FAR 52.222-22); and
3.Any Supplier representations to UC about U.S. Small Business Administration or state and local classlflcations, including but not
limited to size standards, ownership, and control, are accurate and complete.
4.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.
ARTICLE12-EQUAl OPPORTUNITY AFFIRMATIVE ACTION
Supplier agrees it will not discriminate against any employee or applicant for employment fn violation of the Civil Rights Act of 1964, the
Americans with Disabilities Act, the Age Discrimination in Employment Act, and other pertinent federal and state laws and regulations
which are designed to promote equal employment opportunity, If appllcable, the Equal Opportunity Clauses set forth In 41 C.F.R. parts 60-
1.4(a) are incorporated by reference herein. Only if applicable, this Agreement lncorporatl!s the requirementsof 41 CFR §§601.4(a)(7) and
29 CFR Part 471Appendix A to Subpart A. In addition, but also only if applfcable, Suppller shall abide by the requirements of 41 CFR§ 60-
741.S(a). These regulations prohibit discrimination against qualified individuals on the basls of disablllty, and require affirmatlve action by
covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. With res1>ect to
activities occurring In the State of California, Supplier agrees to adhere to the California Fair Employment and Housing Act. Supplier wlli
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 facillties for employees at any establishment under Its
control that are segregated on a basis prohibited by federal law.
ARTICLE 13- LIENS
Supplier agrees that upon UC's request, Supplier wlll submit a sworn statement setting Forth the work performed or material furnished by
sub-suppliers and material men, and the amount due and to become due to each, and that before the final payment called for under the
Agreement, wlll upon UC's request submit to UC a complete set of vouchers showing what payments have been made tor such work
performed or material furnished. Supplier will promptly notify UC in writing, of any claims, demands, causes of action, !lens or suitsbrought
to Its attention that arise out of the Agreement. UC wlll 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 !n either case, an
affidavit that as far as it has knowledge or information, the receipts Include all the labor and materlals for which a lien could be flied; 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 th.at
UC may be compelled to pay in discharging such lien or claim, including all costs andreasonable attorneys' fees.
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ARTICLE 14- PREMISES WHERE SERVICES ARE PROVIDED
A. Cleaning Ur,, Suppller 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; wlll remove all rubbish from and about the premises and all its tools, scaffolding, and surplus materials, and will leave the
premises "broom ciean• or Its equivalent, unless more exactly specified. In case of dispute between Supplier and Its sub-suppliers as
to responslblllty for the removal of the rubbish, or If it Is not promptly removed, UCmay remove the rubbish and charge the cost to
Supplier.
B. Environmental, Safetv. Health and Flre Protection. Supplier wlll 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 minimiz.e danger from all hazards to life and
property, and will comply with all applicable envlronmental protection, health, safety, and nre protection regulations and
requirements (Including reporting requirements). In the event that Supplier fafls 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
Goodsand/or Services; thereafter a start order for resumption of providing the Goods and/or Servicesmay be Issued at UC's discretion.
Supp!ler will not be entitled to make a claim for extension of time or for compensation or damages by reason or or In connection with
such stoppage. Suppller wlll 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 Suppller's request or for reasons relating to the Agreement and its equipment to that portion of UC'spremises
where the Services are to be provided or to roads leading to and from such work sites, and to any other area which UC may permit
Supplier to use. Supplier will take all reasonable measures and precautions at all times to prevent Injuries to or the death of any of Its
employees or any other person who enters upon UC premises at Supplier's request. Such measures and precautions will include, but
will not be limited to, all safeguards and warnings necessary to protect workers and others against any conditions 011 the premises
that could be dangerous and to prevent accidents of any kind whenever the Goods and/or Ser.Aces are being provided In proximity to
any moving or operating rniJ1;l«lnery, equipment or focllltles, whether uch machinery, oqulpment or facilities are the nroperty 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 rulesand regulations when on UCpremises.
C. Tobacco-free Campus. UC is a tobacco-free Institution. Use of cigarettes, cigars, oral tobacco, electronic cigarettes and all other
tobacco productsisprohibited on all UCowned or leased sites.
ARTICLE 15-LIABILITY FOR UC.. FURNISHED PROPERTY
Supplier assumescomplete llablllty 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 Suppller 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.
AllTICLE16-COOPERATION
Supplier and Its sub-suppliers, If any, will cooperate with UC and other suppliers and will so provide the Sen,lces 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 APPLICABLETO THEFURNISHING 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 classlfrcatlon and the bill of
lading will so note.
C. Tft1e. Title to the Goods purchased under the Agreement will pass directly from Supplier to UC at the f.o.b. point shown, or as
otherwisespecified in the Agreement, subject to UC's right to reject upon Inspection.
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D. Changes. Notwithstanding the terms in Article 34, Amendments, UC may make chal)ges within the general scope of the Agreement In
drawings and specifications for specially manufactured Goods, place of delivel'/, method of shipment or packing of the Agreement by
giving advanced notice to Supplier and subsequently confirming such changes in writing. If such changes affect the cost of or the time
required for performance of the Agreement, UC and Supplier will agree upon an equitable adjustment in the price and/or delivery
terms. Supplier may not make changes without UC's written approval. Any claim of SuppHer for an adjustment under the
Agreement must be made In writing within thirty (30) days from the date Supplier receives notice of such change unless UC
waives this condition in writing.Nothing in the Agreement will excuse Supplier from proceeding with performance of the Agreement
as changed hereunder. Supplier may not alter or misbrand, within the meaning of the applicable Federal and State law.s, the Goods
furnished.
E.Forced, convict andIndentured Labor. Supplier warrants that to the best their knowledge, and belief, no forelgn-rnade Goods furnished
to UC pursuant to the Agreement will beproduced fn 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, tn addition to
terminating the Agreement, remove Supplter from consideration for UC contracts for a period not to exceed one year. This warranty
isin addition to any applicable warranties In Articles 6 and11.
F.Export Control. Supplier agrees to provide UC (the contact listed on the Purchase Order) with written notification that Identifies the
export-controlled Goods and such Goods' export classification if any of the Goods is export-controlled under the International Traffic
In Arms Regulatlons (ITAR) (22 CFR §§ 120-130), the Export Administration Regulations (15 CFR §§ 730-774) 500 or 600 series, or
controlled on a mllltary strategic goods 11st. Supplier agrees to provide UC (the contact listed on the Purchase Order) with written
notification if Supplier will be providing Information necessary for the operation, Installation (including on-site installation), maintenance
(checking), repair, overhaul, and refurbishing of the Goods that is beyond a standard user manual {i.e. "Use" technology as defined
under the EAR 15 CFR § 772.1), or ''Te<:hnlcat Data" (as defined under the ff AH 22 CFR § 120.10).
ARTICLE 18- CONFLICT OFINTEREST
Supplier afiirms that, to the best of Suppller's knowledge, no UC employee who has participated in UC's decision-making concerning the
Agreement has an "economic.Interest,,In the Agreement or Supplier. A UC employee's ffeconomlc Interest" m an,:
A. AnInvestment worth $2,000 or more in Supplier or Its affiliate;
8.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 flnanclal 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 Suppller.
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 bethe United States or aninstrumentality thereof, then the Comptroller General
of the United States) will have access to and the right to examine Supplier's pertinent books, documents, papers, and records involving
transactions and work related to the Agreement until the expiration of five (5) years after final payment under the Agreement. The
examination and audit will be confined to those matters connected with the performance of the Agreement, Including the costs of
administering the Agreement.
ARTICLE 20-PROHIBITIONONUNAUTHORIZED USE OR DISCLOSURE OFINSTITUTIONALINFORMATION
A.Prohibition on Access, U e and Disclosure ot Institutional Information. Supplier will not access, use or disclose Institutional Information,
other than to carry out the purposes for which UC disclosed the Institutional Information to Supplier, except as required by applicable
law, or as otherwise authorized in writing by UC prior to Supplier's disclosure. Supplier shall have the limited right to disclose
Institutional Information to Supplier's employees provided that: (i) Supplier shall disclose only such Institutional Information as is
necessary for the Supplier to perform Its obligations under this Agreement, and (II) Supplier informs such employees of the
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for any breach of this Agreement by its employees. For avoidance of doubt, this provision prohibits Supplier from using for Its own
benefit Institutional Information and any information derived therefrom. For the avoidance of doubt, the sale of Institutional
Information isel<pressly prohibited.
B. Compliance with AQplicable Laws and Industry Best Practices. Supplier agrees to comply with all applicable state, federal, and foreign
laws, as well asindustry best practices, governing the collect[on, access, use, disclosure, safeguarding and destruction of Institutional
Information. Supplier agrees to protect the privacy at1d security of Institutional Information according to all applicable laws and
industry best practices, and no lessrigorously thanit protectsits own information, but in nocase less thanreasonable care.
c.Confidential Institutional Information. Supplier agrees to hold UC's Confidential Institutional Information, and any Information derived
therefrom, in strict confidence. Confidential Institutional Information shall be defined as any Institutional Information which is(i) marked
as "Confidential" at the time of disclosure; (II) if disclosed orally, identified at the time of such oral disclosure as confidential, and
reduced to writing as "Confidential" within thirty (30) days of such oral disclosure; and (iii) if not marked as "Confidential," Information
that would be considered by a reasonable person in the relevant field to be confidential given its content and the circumstances of its
dlsclosure,Confidential Information wili not be considered confidential to the extent that: (i)Supplier can demonstrate by written
records was known to Supp!ler prior to the effective date of the Agreement; (II) iscurrently 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) lsobtained lawfully from a thirdparty;
or (iv) is disclosed under the California Public Records Act or legal process. For the avoidance of doubt, as applicable to Supplier's
Services, Confideritial Institutional Information may include any information that identifies or is capable of identifying a specific
Individual, including but not limited to:
1. Personally IdentifiableInformation,
2. Protected Health Information as defined by the Health Insurance Portablllty and Accountability Act of 1996(HIPAA) and the HIPAA
regulations (including, but not limited to 45 C.F.R. § 160.103),
3. Medical Information as defined by California avilCode§ 56.05,
4. Cardholder data,
5. Student records, or
6. Individual financial information that is subject to laws rest1icting the use and disclosure of such information, including but not
llrnitad to:
a. Article 1, Section 1 of the California Constitution; the California Information Practices Act (Civil Code§1798et seq.);
b. The rederal Gramm-Leach-Bliley Act(15 u.s.c, §§ 6801(b) and 6805(b)(2));
c. The federal Family Educational Rights and Privacy Act(20U.s.c. § 1232g);
d. The federal Fair and Accurate Credit Transactions Act (15 U.S.C.§ 1601et seq.);
e. The Fair Credit Reporting Act (15 u.s.c.§ 1681et seq), and
f. Applicable International privacy laws,Including, but not limited to theGeneral Data Protection Regulation.
D. Required Disclosures of Institutional Information. Jr Supplier is required by a court of competent jurfsdlctlon or an administrative body
to disclose lnstltutlonal 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 stlll required to disclose Institutional Information, Supplier will furnish only that portion that
is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidentlal treatment wlll be afforded to
any Confidential Institutional Information.
E. No Offshorlng. Supplter's transmission, transportation or storage of Institutional Information outside the United States, or access of
Institutional Information from outside the United States, is prohibited except with prior writtenauthorization by UC.
F. Conflict in Terms. UC's Appendix- Data Security, Appendix-BAA, and/or Appendll< GDPR will control in the event that one or more
appendices isincorporated into the Agreement and conflicts with the provisions of this Article.
G. Acknowledgement. Supplier acknowledges that remedies at law would beinadequate to protect UC against any actual or threatened
breach of this Section by Supplier, and, without prejudice to any other rights and remedies otherwise available to UC,Supplier agrees
to the granting of Injunctive relief in UC's favor without proof of actual damages.
ARTICLE 21- UC WHISTLEBLOWERPOLICY
UC iscommitted to conducting itsaffairsin compliance with thelaw,and hasestablished aprocess for reporting andinvestigatingsuspected
Improper governmental activities. Please visit http://www.ucop.edu/uc-whistlebfower/ for more information.
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ARTICLE 22-SUSTAINABLEPROCUREMENT 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 Sustalnab!e Procurement Guidelines:
(https://www.ucop.edu/procurernent-services/ files/$Ustainableprocurementguidellnes.Qdf).
In accordance with the University of California Sustainabte Practices Policy, Supplier will adhere to the following requirements and
standards, as applicable. Suppfier acknowledges that failure to comply with any of the sustainability standards and requirements in the
Agreement will constitute a material breach or the Agreement and UC wll! have the right to terminate the Agreement without damage,
penalty, cost or further obligation.
A. Sustainability Marketing Standards. Supplier sustalnablllty related claims, where applicable, must meet UC recognized certifications
and standards set forth In the UC Sustainable Procurement Guidelines and/or meet the standards of Federal Trade Commission's (FTC)
GreenGuides.
B. Electronic Transfer of Su1mlier Information. Suppliers, when interacting with the UC, 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 UC staff. Materials may be provided In hard copy or physlcal format If specifically required or
requested by a'ucrepresentative.
C. Packaging Requirements. All packaging must be compliant with tt1e Toxics ln Packaging Prevention Act (AB 455) and must meet all
additional standards andrequirements set forth In the UC Sustainable Practices Policy. In addition, UC requires that all packaging meet
at least one of the criteria listed below:
1. Uses bulk packaging;
2. Uses reusable packaging (e.g. totes reused by delivery service for next delivery);
3.Uses innovative packaging that reduces the weight of packaging, reduces packaging waste, or utlllzes packaging that is a
component of the product;
4.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;
5.Uses locallyrecyclable or certified compostable material.
D. Foodservice Foam Ban. As of 2018, the University no longer allows packaging foam or expanded polystyrene (EPS) for takeaway
containers or other food service ltems, in any Universfty-owned or -operated food service facilfty,
E.Product Packaging Foam Ban. Beginning January 1st, 2020, the University will prohibit all contracted and non-contracted suppliers
from selling or distributing packaging foam (other than that utililed for laboratory supply or medical packaging) to UC campuses,
Packaging foam is defined as any open or closed cell, solidified, polymeric foam used for cushioning or packaging, including but not
limited to: low-denslty polyethylene foam, polypropylene foam, polystyrene foam (i.e. expanded polystyrene (EPS)), polyurethane foam,
polyethylene foam, polyvinyl chloride (PVC) foam, and mlcrocellular foam. Not Included In this ban are easily biodegradable, plant-
based foams such as those derived from cornor mushrooms.
F, E-Waste Recycling Requirements. All recyclers of UC electronic equipment must be e-Steward certified by the Basel Action Network
(BAN).
G. Hosted and Punch-out Catalog Requirements. Suppliers enabted 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 punch-out
catalog e-procurement environments,
ARTICLE 23- PATIENT PROTECTION AND AFFORDABLE CARE ACT(PPACA) EMPLOYER SHARED RESPONSIBILITY
If the Services Involve SuppIler 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)l:
1. Supplier offers health coverage to its full-time employees who are performing Services for UC;
2. Supplier's cost or enrolling such employees ln Supplier's health plan is factored into the fees for the Services; and
3. The fees for the Services are higher than what the Services woufd cost If Supplier did not offer health coverage to such full-time
employees.
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B. If Supplier isnot an Appllcablc 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 definedunderTreasury ReeulationSection1-S000A-2)andisAffordable (as
defined under Treasury Regulation Section 54.4980H-5{e));or
2. Supplier's full-time employees who are performing services for UC have indivldu.il coverage and such coverage satisfies the
PPACA requirements for mandated individual coverage.
Supplier acknowledges that UC Is relying on these warranties to ensure UC's compliance with the PPACA Employer Shared Responsibility
provision.
ARTICLE 24-PREVAILING WAGES
Unless UC notifies Supplier that the Services are not subject to prevailing wage requirements, Supplier wlll comply, and will ensure that all
sub-suppliers comply, with California prevailing wage provisions, including but not limited to those set forth in Labor Code sections 1770,
1771, 1771.1, 1772, 1773, 1773.1, 1774, 1775, 1776, 1777.5, and 1777.6. For purpose.s of the Agreement, the term usub-suppller" means
a person or firm, of all tiers, that has a contract with Supplier or with a sub-supplier to provide a portion of the Services. The term sub-
supplier will not Include suppliers, manufacturers, or distributors. Specifically, and not by way of limltation, if apprent!cable occupations
are Involved In providing the Services, Supplier will be responsible for ensuring that Supplier and any sub-supp!lers comply with Labor Code
Section 1777.5. Supplier and sub-supplier may not provide the Services unless currently registered and quallfled to perform pl!bllc work
pursuant to Labor Code Section 1725.5 and 1771.1. Notwithstanding the foregoing provisions, Supplier vJiilbe 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, Suppller 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
$15 per hour as of 10/1/17) for Services being performed at a UC Location (defined asany location owned or leased by UC}.
The California Department of lndu5trial Relation& (DIR) has a$c,P.rtained the general prevailing per diem wage rates In the locality In which
the Services are to be provided for each craft, classiflcatlon, or type of worker required to provide the Services. A copy of the general
prevailing per diem wage rates will be on file at each UC Location's procurC?ment office, and will bemade available to any Interested party
uponrequest. Supplier will post at any Job site:
A. Notice of the general prevailing per diem wage rates, and
B. Any other notices required by DIRrule 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 afl
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 wlil forfeit,
as a penalty, not more than $200 for each calendar day or portion thereof fer each worker that ls paid fess than the prevalllng rates as
determined by the DIR for the work or crart 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 he deducted from
the amounts due under the Agreement. If there are insufficient funds remaining in the amounts due under the Agreement, Sup1>lier will
be liable for any outstanding amount remaining due. Supplier will also pay to any worker who waspaid 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 prevatllng 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 civllwage and penalty assessment will bemade 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. Supptler agrees UC may conduct such UC Fair
Wage/Fair Work interim compliance audits as UC reasonably requests, as determined in UC's sole discretion. Supplier agrees to post UC
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Fair Wage/Fair Work notices, In the form supplied by UC, In public areas (such as break rooms and lunch rooms) frequented by Supplier
employees who perform Services.
For Services rendered (actual spend) not subject to prevailing wage requirements in excess of $100,000 In a year !under the Agreement or
any combination of agreements for the same service), Supplier will (i) at Supplier's expense, provide an annual independent verification
( https://www.ucop.edu/procurement-sP.rvices/for-suppliers/fwfw-resources-suppliers.htmI) performed by a licensed public accountin8
firm (independent accountant) or the Supplier's Independent internal audit department (http:/Jna.theila.orgLstandards-
fill!gance/topicsJPaRe$/lndepe_ndence-and-Objectlvity.aspx) in compliance with UC's requlr(ld verification standards and procedures
(https://www.ucop.edu/procurement-services/for-suppl!ers/fwfw-resources-suppllers.html),concerning Supplier's compliance with this
provision, and (Ii) ensure that In the case of a UCInterim audit, its independent accountant/independent internal auditor makes available
to UC Its UC Fair Wage/Fair Work 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 the end or the 12-month period in which
$100,000 In spendisreached.
The Fair Wage Fair Work annual Independent verification requirement does not extend to contracts for professfonal services or consultfng
for which pre-certification has been provided to UC (https:/Aw,w.ucop.edu/procurement-services/for-sµppliers/fwfw-resources-
suppllers.htm!). Please see the UC ProcurementiSupply Chain Management Polley BUS-43 (https://www.uccp.edu/procurement•
servlces/pollcies-formsLbuslness-and-flnance/index.htmll for the definition of professional services and consulting.
ARTICLE 26-MEOICAL DEVICES
This Article applies when the Goods and/or Services Involve UC purchasing or !easing one or more medical devices from Supplier, or when
Supplier uses one or more medicaldevices in providing Goods and/or Services to UC.
M11dical Device a us.ed herein will have the meaning provided by the U.S. Food andDrug Administration ("FDA") andmeans an instrument,
apparatus, lmpiement, 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 Forrnuiary, 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, mltlcation, treatment, or prevention of disease, fn humans
or other animals, or (Ill) intended to affect the structure or any function of the body of humans or other animals, and which does not
achieve any of Its primary Intended purposes through chemica[ action within or on the body of humans or other animals and which Is not
depP.ndent upon being metabolf2ed for the achievement of any of Its primary Intended purposes.
Supr>lier warrants that prior to UC's purchase or lease of any Medical Device or Supplier's use of any Medical Device in providing Goods
and/or Services hereunder, Supplier will: (I) perform security testing and validation for each such Goods and/or Services or Medical Device,
as applicable; (ii) perform security scans to detect malware 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 malware; (Iii) conduct a vulnerability scan
encompassing all ports and fuzz testing; and (Iv) provide UC with reports for (i) - (Ill). Suppfie,·warrants that any Good or Medical Device is
compliant with FDA's most current guidance or regulation for the quality system related to the cybersecurity and the Management of
Cybersecurity in Medical Devices, and that Supplier willmaintain compliance with any updates to such guidance or regulations.
Throughout Supplier's performance of this Agreement, Supplier will provide UC with reasonably up-to-date patches, firmware and security
updates for any Medical Device provided to UC, and any other Medical Device used In the course of providing Services, as appllcable. All
such patches and other security updates wlll be made available to UC within thirty (30) days of its commercial release or as otherwise
recommended by Suppller or Supplier's sub-supplier, whichever is earller.
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 drivers not required for use or operation of such
Goods and/or Services or Medlcal Device wil[ be disabled at time of installat!on. In addition, Medical Devices must be configured so that
only Supplier-approvedapplications wi!Irun on such Medlcal Devices.
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Supplier agrees that UC may take any and all actions that It, In its sore discretion, deems necessary to address, mitigate and/or rectify any
real or potential security threat, and that tio such action, to the extent such action does not compromise device certification, wUIimpact,
limit, reduce or negate Supplier's warranties or any of Supplier's other obligations hereunder.
Supplier warrants that any Medical Device provided to UC, and any other Medical Device used in the course of providing such Goods and/or
Services, meet and comply with all cyber-security guidance and slmilar standards promulgated by the FDA and any other applicable
regulatory body.
If the Goods and/or Services entail provision or use of a Medica[ 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 obUgated to purchase or lease such Medical
Device or prior to Supplier's use of such device in its performance of Services. if Supplier provides an MDS2 form to UC concurrently with
its provision of Goods and/or Services, UC wilt have a reasonable period of tfme to review such MOS2 form, and if the MDS2 form is
unacceptable to UC, then UC in its sole discretion may return the Goods or terminate the Agreement withno further obligation to Supplier.
ARTICLE 27-FORCE MAJEURE
Neither Party will be liable for delays due to causes beyond the Party's control (includlng, but nol restricted to, war, civil disturbances,
earthquakes, fires,floods, epidemics, quarantine restrictions, freight embargoes, andunusually severe weather).
ARTICLE 28-ASSIGNMENT AND SUBCONTRACTING
Except as to any payment due hereunder, Supplier may not assign or subcontract the Agreement without UC's written consent; provided,
however, that Supplier may assign the Agreement to an affiliate upon prior written notice to and approval from UC. In case such consent
isgiven, 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 operatlon 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 wlll 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 wlth return receipt
requested, to the other Party's representative at the address specified by such Party.
ARTICLE 32-SEVERABILITV
If a provision of the Agreement becomes, or is determined to be, illegal, Invalid, or unenforceable, that wlll 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.
ARTICLE 33-WAIVER
Waiver or non-enforcement by either Party of a provision of the Agreement will not constitute a waiver or non-enforcement of any other
provision or of any subsequent breach of the same or similar provision.
ARTICLE 34 - AMENDMENTS
The Parties may make changes in the Goods and/or Services or otherwise amend the Agreement, but only by a writing signed by both
Parties' authorized representatives.In the event there Isa Material Change to the Agreement, the parties agree to meet and confer In good
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faithIn order to modify the terms of the Agreement. A Materfal Change as usedherein refers to:
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A. Achange to the scope of Goods and/or Services to be provided by Supplier, as agreed to by UC;
B. AchangeIn theInstitutional Information Supplier Is required to create, receive, maintain or transmit in performance of the Agreement,
such that the Protection Level Classificationof suchlnstltutlona! Information changes;
C. Changes In the status of the parties;
D. Changes In flow down terms from external parties; and
E. Changes In law or regulation appllcable to this Agreement.
Ead, party shall notify the other party upon the occurrence of a Material Change.
ARTICLE 35 - GOVERNING LAW ANO VENUE
California law wlll control the Agreement and any document to which It is appended. The exclusive Jurisdiction and venue for any and all
actions arising out of or brought under the Agreement is in a state court of competent jurisdiction, situated In the county in the State of
California In which the UC Location Is located or, where the procurement covers more than one UC Location, the exclusive venue rs Alameda
County, California.
ARTICLE 36-ASSISTANCE IN LITIGATION OR ADMINISTRATIVEPROCEEDINGS
Supplier will make itself and its employees, subcontractors, or agents assisting Supplier in the performance of its obligations reasonably
available to UC at no cost to UC to testify as witnesses, or otherwise, in the event of investigations, or proceedings against UC, its directors,
officers, agents, or employees relating to the Goods or Services.
ARTICLE 37 - SUPPLIER TERMS
Any additional terms that Suppller Includes in an order form or similar document will be of M force and effect, unless UC expressly agrees
in writingto such terms.
ARTICLE38-SURVIVAL CLAUSE
Upon expiration or termination of the Agreement, the following provisions will survive: WARRANTIES; 1NTELLECJ'UAL PROPERTY,
COPYRIGHT, PATENTS, AND DATA RIGHTS; INDEMNITY AND LIABILITY; USE OF UC NAMES AND TRADEMARKS; LIABILITY FOR UC-FURNISHED
PROPERTY; COOPERATION; TERMSAPPLICABLE TOTHE FURNISHJNG Of GOODS; AUDIT REQUIREMENTS; PnOHIBITlON ONUNAUTHORIZED
USE OR DISCLOSURE OF INSTITUTIONAL INFORMATION; GOVERNING LAW AND VENUE, and, to the extent Incorporated into the
Agreement, the terms of the APPENDIX-DATA SECURITY, APPENDIX-BAA, and/or APPENDIX-GDPR.
ARTICLE 39-CONTRACTING FOR COVERED SERVICES
Covered Services, for the purpose of this Agreement, are defined as work customarily performed by bargaining unit employees at the
University In the categories of services described In Regents Policy 5402, and American Federation of state, County, and Munlclpal
Employees (AFSCME) Collective Bargaining Agreement Article S. Covered Services Include, but are not necessarily limited to, the following•
services: cleanlng, custodial, Janitorial, or housekeeping services; food services; laundry services; grounds keeping; building maintenance
(excluding skilled crafts); transportationand parking services; and security services.
Unless UC notifies Supplier that the Services are not Covered Services, Supplier warrants that It is in compliance with applicable federal,
state and local working conditions requirements, including but not lhnlted to those set forth in in other Articles of the Agreement. In
accordance with Regents Policy 5402 and AFSCME Collective Bargaining Agreement Article 5, Supplier also warrants that It pays its
employees performing the Covered Services at UC locations the equivalent value of the wages and benefits - as determined in the Wage
andBenefit Parity Appendix - received by UCemployees providing stmilar services at the same, or nearest UC location.
Supplier agrees UCmay conduct such compliance audits as UC reasonably requests, and determined at UC's sole discretion. Supplier agrees
to post UC Contracting for Covered Services notices, In the template supplied by UC, In a prominent and accessible place (such as break
rooms and lunch rooms) where it may be easily SP.en by workers who perform Covered Services. The term "Supplier• includes Supplier and
its Sub-Suppliers at any tier. Supplier also agrees to:
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UNIVERSITY
OF
CALIFORNIA
Terms and Conditions of Purchase
(a)upon UC's request, provide verification of an Independent audit performed by Supplier's independent auditor or Independent
internal audit department (http://na.theiia.org/standacds-guidance/toplcs/Pages/lndependence-and-Objectivity.aspx) and at
Supplier's expense;and
(b) ensure that, in the case of a UCinterim audit, Supplier's auditor makes available to UC its Contracting for Covered Services work
papers for the most recently audited time period. Supplier agrees to provide UC requested verillcation, in a form acceptable to
UC,no later than ninetydays after receiving lJC'srequest.
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UNIVERSITY
OF
CALIFORNIA
Appendix
Data Security
ARTICLE 1. PURPOSE ANDINTRODUCTION
A.ln the course of providing the Goods and/or Services contemplated by the
Agreement, Supplier may gain access to the University of California's {UC)
Institutional Information and/or IT Resources (both defined below). In such an
event, UC and Supplier desire to appropriately protect Institutional Information
and IT Resources. The purpose of this Appendix-Data Security is to specify
Supplier's cybersecurity and risk management responsibilities when Supplier has
access to Institutional Information and/or ITResources.
B. Any capitalized terms used here have the meaning ascribed to such terms as set
forth in the Agreement or Incorporated Documents.
C. Supplier must provide commercially acceptable cybersecurity and cyber risk
management to protect Institutional Information and/or IT Resources. This must
Include, but Is not limited to the Supplier:
1. Developing and documenting a plan that protects Institutional Information
and lT Resources.
• Supplier must responsibly execute this plan.
• Supplier's approach must conform to a recognized cybersecurity
framework designed for that purpose.1
• Supplier's information security plan must be supported by a third-party
review or certification. Supplier may onty use an alternative to a third-
party review if approved by the responsible UC Information Security
Officer.
2. Conducting an accurate and thorough assessment of the potential risks to
and vulnerabilities of the security of the Institutional Information and/or IT
Resources.Supplier must mitigate anticipated risks effectively. This includes
implementing commercially acceptable security policies, procedures, and
practices that protect Institutional Information and/or IT Resources.
3. Updating its plan to effectively address new cybersecurity risks.
4. Complying with pertinent contractual and regulatory responsibilities.
5. Providing UC with evidence of compliance with Supplier's
information security plan.
6. Keeping UC informed with timely updates on risks, vulnerabflities,
Security Incidents, and Breaches.
7. Keeping UC informed of any measures UC must perform to ensure
the security of Institutional Information and IT Resources.
1 Examples include the latest versions of PCl DSS, NIST CSF, CIS Critical Security Controls, ISO 27002, N1ST SP 800-53
and NISTSP 800-171.
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D.If, in the course of providing the Goods and/or Services under the Agreement,
Supplier engages in transactions with UC affiliated individuals(including but not
limited to:students,staff, faculty,customers, patients,guests,volunteers,visitors,
research subjects, etc.), as a benefit and result of the Agreement,
Supplier must treat any data about UC affiliated individuals that Supplier creates,
receives, and/or collects in the course of those transactions with the same level of
privacy and security protections and standards as required of Institutional
Information by this Appendix.
E. 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 same
terms and conditions contained in this Appendix on any sub-supplier retained by
Supplier that are specifically involved in data security and privacy, to provide or assist
in providing the Goods and/or Services to UC.
F. To the extent that a requirement of this Appendix conflicts with those of any
other UC Agreement or Incorporated Document, the most stringent requirement
(including but not limited to: least risk to UC, shortest time, best practice, etc.)
will apply.
ARTICLE 2.DEFINED TERMS
A. "Breach" means: (1) Any disclosure of Institutional Information to an
unauthorized party or ln an unlawful manner; (2) Unauthorized or unlawful acquisition of
information that compromises the security, confidentiality, or integrfty of Institutional
Information and/or IT Resources; or {3) The acquisition, access, use, or disclosure of
protected health information (PHI) or medical information in a manner not permitted
under the Health Insurance Portability and Accountability Act (HIPAA) or California law.
B. "lllidt Code" means: (1) Any code UC would not reasonably expect to be present
or operating; (2) Hidden software orfunctionality with adverse or undesired actions or
consequences; (3) Code that replicates or transmits Institutional Information or activates
operating systems or other similar services without the express knowledge and approval
of UC; (4) Code that alters, damages, or erases any Institutional Information or software
without the express knowledge and approval of UC; or (5) Code or apparatus that
functions in any way as a: key lock, node lock, time-out, "back door," "trap door," "booby
trap," "dead drop device,'1 "data scrambllng device," or other function, regardless of how
it is implemented, which is intended to alter or restrict the use of or access to any
Institutional Information and/or IT Resources.
C. "Institutional Information" means: Any information or data created, received,
and/or collected by UC or on its behalf, including but not limited to: application logs,
metadata, and data derived from such data.
D. "IT Resource" means: IT infrastructure, cloud services, software, and/or hardware
with computing and/or networking capability that is Supplier owned/managed or UC-
owned, or a personally owned device that stores Institutional Information, is connected
to UC systems, is connected to UC networks, or is used for UC business. IT Resources
include, but are not limited to: personal and mobfle computing systems and devices,
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DataSecurity
mobile phones, printers, network devices, industrial control systems (including but not
limited to: SCADA, PLCs, DPC, Operational Technology, etc.), access control systems,
digital video monitoring systems, data storage systems, data processing systems, backup
systems, electronic and physical media, biometric and access tokens, Internet of Things
(loT), or any other device that connects to any UC network.
E. "Major Change" means: The implementation of a change that could have an effect
on the security of an IT Resource or Institutional lnf9rmation. The scope includes changes
to architectures, processes, tools, metrics, and documentation, as well as changes to IT
services and other configuration items. These include changes related to:
1. Technology upgrades or migrations.
2. Responses to Security Incidents.
3. Modifications of scope (data elements, features, location of Institutional
Information, etc.).
4. Regulatory guidance.
5. Law and legal regulations.
6. Responses to risk assessments.
7. Addressing vulnerabilities.
8. Material updates or shifts in technologies used by Supplier.
F. "Security Incident" means: (1) A material compromise of tile confidentiality,
integrity, or availability of Institutional Information; (2) A single event or a series of
unwanted or unexpected events that has a significant probability of compromising UC
business operations or threatening Institutional Information and/or IT Resources; (3) Any
event involving a cyber intrusion; or (4) A material failure of Supplier's administrative,
technical, or physical controls that resulted or could have resulted in an adverse impact
to the confidentialtty, integrity, or availability of Institutional Information or IT Resources.
ARTICLE3. ACCESS TO INSTITUTIONALINFORMAT10N AND IT RESOURCES
A.Supplier must limit itsaccessto, use of,and disclosure of Institutional lnformation
and IT Resources to the least invasive degree necessary required to provide the Goods
and/or Services.
1. Supplier may not access or use Institutional Information and IT Resources
for any purpose except to provide the Goods and/or Services.
2. For the avoidance of doubt, Supplier may not access, use, or disc!ose
Institutional Information and IT Resources outside the scope of the Agreement for
purposes of, including but not limited to: marketing, advertising, research, sale, or
licensing unless expressly approved in writing by UC.
B. In the event that Goods and/or Services include the review of a specific Security
Incident or a threat to or anomaly in Institutional Information or IT Resources, Supplier
must limit inspection to the least invasive degree necessary required to perform the
investigation.
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ARTICLE4.SUPPLIER'SINFORMATION SECURITY PLAN AND RESPONSIBILITIES
A.Supplier acknowledgesthat UCmust comply with information security standards
as required by law, regulation, and regulatory guidance, as well as by UC's internal
security program that protects Institutional Information and IT Resources.
B. Supplier must establish, maintain, comply with, and responsibly execute
its information security plan.
C. Supplier's initial information security plan is attached as Exhibit 2 and
incorporated by reference.
D.Updatesto Exhibit 2 will occur as follows:
1. On an annual basis, Supplier will review its information security plan,
update it as needed, and submit it upon written request by UC.
2.In the event of a MajorChange, Supplier willreview its information
security plan, update it as needed, and submit it to UC as detailed herein.
E. If Supplier makes any material modifications to its information security plan that
will affect the security of Institutional Information and IT Resources, Supplier must notify
UC within seventy-two {72) calendar hours and identify the changes.
F. Supplier'sInformation Security Plan must:
1. Ensure the security (including but not limited to: confidentiality,
integrity, rlnd availability) of Institutional Information and IT Resources through
the use and maintenance of appropriate administrative, technical, and physical
controls;
2. Protect against any reasonably anticipated threats or hazards to
Institutional Information and IT Resources;
3. Address the risks associated with Supplier having access to Institutional
Information and IT Resources;
4. Comply with applicable regulations and/or external obligations listed in
Exhibit 1;
5. Comply with all applicable legal and regulatory requirements for data
protection, security, and privacy;
6. Clearly document the cybersecurity responsibilities of each party;
7. Follow UC records rE-tention requirements outlined in the Statement of
Work (SOW) or in UC's Terms and Conditions;
8. Prevent the sharing of passwordsor authentication secretsthat provide
access to Institutional Information and/or IT Resources;
9. Prevent the use of passphrases(passwords) or other authentication
secrets that are common across customers or multiple unrelated UC sites or
units;
10. Prevent unauthorized access to Institutional Information and IT Resources;
11. Prevent unauthorized changes to IT Resources;
12. Prevent the reduction, removal, or turning off of any security
control without express written approval from UC;
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Data Security
13.Prevent the creation of new Supplier accounts to access Institutional
Information and ITResources without express written approval from UC;
14. Prevent the storing, harvesting, or passing through of UC
credentials (username, password, authentication secret, or other factor);
and
15. Prevent the use or copying of institutional Information for any purpose
not authorized under the Agreement or any associated Statement of Work
(SOW).
ARTICLE 5.REQUESTS FROM UC AND EVIDENCEOF COMPLIANCE
A. Supplier must provide UC with evidence that demonstrates to UC's reasonable
satisfaction Supplier's adherence to its information security plan (including but not
limited to: third-party report, attestation signed by an authorized individual, attestation
of compliance by a qualified assessor, or a mutually agreed upon equivalent) upon
execution of the Agreement, upon reasonable request (including but not limited to:
annually, after Major Changes, and/or as a result of-a Security Incident), or as required by
any applicable regulatory or governmental authority.
8. Supplier must respond to UC's reasonable questions related to cybersecurity
controls, Security Incidents, or Major Changes, newly published vulnerabilities, and/or
risk assessments within ten (10) business days.
c. UC may request and perform a security audit using a qualified third party or a
mutually agreed upon alternative annually or as a result of a Breach.
ARTICLE 6.NOTIFICATION OF MAJOR CHANGES AND VULNERABILITY
DISCLOSURES
A. Within twenty (20) business days, Supplier must notify UC regarding changes in
Supplier's security posture or IT infrastructure.Such notices must occur:
1. When Major Changes happen.
2. When Supplier becomes aware of a vulnerability that warrants a CVE2
rating of NHigh" or "Critical," based on the latest CVE version, for which a
patch is not yet available or for which Supplter will delay application of an
available patch.
B. Supplier must use commercially acceptable efforts to remediate, within twenty
(20) business days, any vulnerability rated as CVE High or Critical.
C. In response to Major Changes, Supplier must update its infom1ation security
plan no later than fifteen (15) days into the next calendar quarter and must provide
updated evidence of compliance with the information security plan.
2 Common Vulnerabilitiesand Exposures (CVE) ls a dictionary-type list of standardlied names for vulnerabilities
and other Information related to security exposures maintained by The MITRE Corporation. CVE aims to
standardize the names for all publlcly known vulnerabilities and security exposures. The goal of CVE is to make it
easier to share data acrossseparate vulnerability databases and security tools. The CVE list can be found at:
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Data Security
ARTICLE 7.RETURN AND DISPOSALOF INSTITUTIONAL INFORMATION
A.Within thirty (30) calendar days of the termination, cancellation, expiration, or
other conclusion of the Agreement, Supplier must return all Institutional Information to
UC and then dispose of the Institutional Information in possession of Supplier as detailed
herein.This provision also applies to all Institutional Information that is in the possession
of sub-suppliers or agents of Supplier.
B.Such disposal willbeaccomplished usingthe methods described in UC's
Institutional Information Disposal Standard
(https://security.ucop.edu/policles/institutional-inforrnation-disposal.html) or an
alternative approved by UC.
C.Upon request, Supplier willcertify in writing to UC that such return and/or
disposal has been completed.
D. If Supplier believes that return and/or disposal of Institutional Information is
technically impossible or impractical, Supplier must provide UC with a written statement
explaining the reason for this conclusion. If UC determines that return and/or disposal is
technically impossible or impractical, Supplier will continue to protect the Institutional
Information in accordance with the terms of this Appendix for as long as the Institutional
Information is in Supplier's possession.
ARTICLE8. NOTIFICATION OF CORRESPONDENCECONCERNING INSTITUTIONAL
INFORMATION
A. Supplier agrees to notify UC promptly, both orally and in writing, but in no event
more than seventy-two (72) calendar hours after Supplier receivescorrespondence or a
complaint that relates to a regulation, contractual obligation1 Breach, or material risk
concerning Institutional Information. For purposes of this Article 8.A, a correspondence
or complaint may include1 but is not limited to, anycommunication that originates from
law enforcement, regulatory or governmental agencies, government investigators,
corporations, or an individuat but excludes normal customer service correspondence or
inquiries.
ARTICLE9. COORDlNATING, REPORTING, AND RESPONDING TO BREACHESAND
SECURITY INCIDENTS
A. Reporting of Breach or Security Incident: If Supplier reasonably suspects or
confirms a Breach and/or a Security Incident impacting Institutional Information and/or
IT Resources, Supplier must promptly notify UC both orally and in writing using the
contacts in the Agreement. Supplier must provide such notifications no later than seventy-
two (72) calendar hours after the initlal suspicion of a Security Incident and/or Breach
and (2) seventy-two (72) calendar hours after the initial confirmation of a Security
Incident and/or Breach, if Supplier is able to make such a confirmation. Supplier's
notification must identify:
1. Contacts for both technical and management coordination;
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2. Escalation and identifying information, such as ticket numbers, system
identifiers, etc.;
3. The nature of the Breach and/or Security Incident;
4. The Institutional Information and/or 1T Resources affected;
S.What Supplier has done or wilt do to mitigateany deleterious effect;and
6, What corrective action Supplier has taken or will take to prevent future
Security Incidents.
B. Supplier will provide other non-proprietary information as reasonably requested by
UC.
C.In theeventof a suspected Breachand/or Security Incident, Supplier will keep UC
informed regularly of the progress of its investigation until the incident is resolved.
D. Coordination of Breach Response or Security Incident Activities:Supplier will fully
cooperate with UC's investigation of any Breach and/or Security Incident involving
Supplier and/or Goods and/or Services. Supplier's full cooperation wtll include1 but not be
limited to, Supplier:
1. Promptly preserving any potential forensic evidence relating to the Breach
and/or Security Incident;
2. Remedying the Breach and/or Security Incident as quickly as
circumstances permit;
3. Promptly, but no more thnn seventy two (72} calendar hours after the
discovery of Breach and/or Security Incident, designating a contact person to
whom UC will direct inquiries and who will communicate Supplier responses to
UC inquiries;
4. As rapidly as circumstances permit, assigning/using appropriate resources
to remedy, investigate, and document the Breach and/or Security Incident, to
restore UC service(s) as directed by UC, and undertake appropriate response
activities;
5.Providing status reports to UC regarding Breach and Security
Incident response activities, either on a daily basis or a frequency approved
by UC;
6. Coordinating all media, !aw enforcement, or other Breach and/or Security
Incident notifications with UC in advance of such notification(s), unless expressly
prohibited by law;
7. Ensuring that knowledgeable Supplier employees are available with
reasonable notice,if needed, to participate in UC and Supplier initiated
meetings and/or conference calls regarding the Breach and/or Security
Incident; and
8. Ensuring that knowledgeable Supplier employees and agents participate
in after-action analysis, including root cause analysis and preventive action
planning.
E. Breaches and Security Incidents-Corrective And Preventive Action: As a result of a
Breach and/or Security Incident impacting Institutional Information and/or IT Resources,
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and upon UC's request, Supplier must prepare a report detailing corrective and
preventive actions. The report must include:
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Appendix
Data Security
1. A mutually agreed upon timeline for the corrective and preventive actions
based on the nature of the Breach and/or Security Incident;
2.Identification and description of the root causes; and
3. Precise steps Supplier will take to address the failures in the underlying
administrative, technical, and/or physical controls to mitigate damages and future
cyber risk.
F. Costs: Supplier must reimburse UC for reasonable costs related to responding
to Breaches impacting Institutional Information and IT Resources caused by Supplier.
This includes all costs associated with notice and/or remediation of the Breach.
G.Grounds for Termination: Any Breach may be grounds for termination of the
Agreement by UC. Agreement obligations to secure, dispose, and report continue
through the resolution of the Breach and/or Security Incident.·
ARTICLE 10. ILLIClT CODE WARRANTY
A. Supplier represents and warrants that the Goods and/or Serv[ces do notcontain
Illicit Code.
B. To the extent that any Goods and/or Services have Illicit Code written into them,
Supplier will be in breach of this Agreement, and no cure period will apply.
C.Supplier agrees, in order to protect UC from damages that may be intentionally or
unintentionaHy caused by the introduction of Illicit Code, to promptly isolate or otherwise
secure and then return Institutional Information and/or IT Resources.
D. Suppl[er acknowledges that it does not have any right to electronically hold
institutional Information or assert any claim against UC by withholding the Goods and/or
Services using Illicit Code.
E. Should Supplier learn of the presence of Illicit Code, Supplier will promptly
provide UC with written notice explaining the scope and associated risk.
F. Supplier represents and warrants that it will take commercially reasonable
steps to promptly remove lllidt Code.
G. Supplier represents and warrants that even if Illicit Code is
unintentionally installed via any method, Supplier will never utilize the Illicit
Code.
H. This provision does not relate to malware or viruses that attack the running
IT Resource. These are covered under ARTICLE 9 - COORDINATING, REPORTING,
AND RESPONDING TO BREACHES AND SECURITY INCIDENTS.
ARTICLE11. BACKGROUND CHECl<S
A. Before Supplier's employee, sub-supplier, or agent may access Institutional
Information and/or IT Resources dassified at Protectron level 3 or Protection Level 43,
Supplier must conduct a thorough and pertinent background check. Supplier must
evaluate the results prior to granting access in order to assure that there is no indication
3 See Exhibit 1.
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Data Security
that the employee, sub-supplier, or agent presents a risk to Institutional Information and
IT Resources.
B. Supplier must retain each employee's, sub-supplier's, or agent's background
check documentation for a period of three (3) years following the termination of the
Agreement.
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Appendix
Data Security
Exhibit 1-Institutional Information
1.Protection Level Classification4:
Protection Level 1
X Protection Level 2
D Protection Level 3 D
Protection Level 4
Explanation:
The Protection Level determines the applicable cyber security insurance requirement in
the Terms and Conditions.
2. 1nstitutional Information data element descriptors:
Select all data types that apply:
A. Animal Research Data.
B. Controlled Technical Information (CT!).
C. Controlled Unclassified Information (CUI) -800-171/NARA.
D. Defense Department: Covered Defense Information (COi).
E. Federal Acquisition Regulations (FARS/DFAR) other than CUI.
F. 181 GDPR personal data.
G. GDPR special data.
H. Health data -other identifiable medical data not covered by HIPAA. (Including
but not limited to: occupational health, special accommodation, or services
qualification, etc.)
I. D Health Records subject to HIPAA Privacy or Security Rule (PHI).
J. Human Subject Research Data.
1. Identified.
2. Anonymized.
K. D Intellectual property (IP), such as patents, copyright, or trade secrets.
L. ITAR/EAR-controlled data.
M. Payment card data (PCI, PCI DSS).
N. Personally identifiable information - Pll.
o. Student data, whether or not subject to FERPA.
P. Other: _
Q. Other: _
4For ref ereneesee:htt ps://security.ucop.edu/po!icles/institutional-informatlon-and-it-resource-classification.htm I
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R. other: _
S.Other:_
3. Institutional Information Regulation or Contract Requirements:
Select all regulations or external obligations that apply to inform UC and the Supplier of
obligations related to this Appendix:
Privacy (* Indicates data security requirementsare also present)
A.California Confidentiality of MedicalInformation Act {CMIA) *.
B. 181California Consumer Privacy Act (CCPA).
C. California Information Practices Act (IPA).
D.European Union General Data Protection Regulation {GDPR)*.
E. Family Educational Rights and Privacy Act (FERPA} *.
F. Federal Policy for the Protection of Human Subjects ("Common Rule").
G. Genetic Information Nondiscrimination Act (GINA).
H. Gramm-Leach-B!iley Act (GLBA) (Student Financial Aid)*.
I. Health Insurance Portability and Accountability Act/Health Information
Technology for Economic and Clinical Health Act (HIPAA/HITECH) *.
J. Substance Abuse and Mental Health Services Administration SAMHSA (CFR 42
Part 2).
K. The Fair and Accurate Credit Transaction Act (FACTA).
L. The Fair Credit Reporting Act (FCRA).
Data Security
M.Chemical Facility Anti-Terrorism Standards (CFATS).
N. 0 Defense Federal Acquisition Regul?tions (DFARS).
0. Export Administration Regulations (EAR).
P. Federal Acquisition Regulations (FARS).
Q. Federal Information Security Modernization Act (FISMA).
R. International Traffic in Arms Regulations (ffAR).
S. IE!Payment card data (PCI, PC! DSS).
T. D Toxic Substances Control Act (TSCA).
U. Other: _
V. Other: _
W. Other: _
X. Other: _
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Exhibit 2
Supplier's Initial Information Security Pian
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UNIVERSITY
OF
CALIFORNIA
Appendix- Electronic Commerce
This Electronic Commerce Appendix specifies the electronic commerce requirements applicable to Supplier fn
providing the Goods and/or Services.
SECTION1 -GENERALTERMS
Each UC Location offers an electronic web-based purchasing and catalog system to facilitate the purchase of Goods
and/or Services from UC suppliers. UC Locations' eProcurement systems currently are provided by multiple service
providers. Eight of the ten UC campuses utilize the same platform but may require separate Implementations, as will
the remalnlng campuses and/or Medical Centers. This Appendix sets forth the termsand conditions that will govern
Supplier's sale of Goods and/or Services through UC's eProcurement systems.
SECTION 2 - DEFINITIONS
Catalog(s}refers to the list of detailed product information, agreement pricing, manufacturer part numbers and/or
service descriptions relating to the Goods and/or Services to be offered either as a Punch-out Catalog, a Hosted
Catalog or in a combination. Thismay include the creation of multiple Hosted Catalogs.
eProcutement and eCommerce are used interchangeably to mean UC's electronic web-based purchasing and
catalog systems. Each UC location has a branded eProcurement site.
Go Live Date means the date on which a Catalog will be active.
Hosted Catalogmeans a Catalog that Is a propP.rly formattP.clc.omputP.r fifP. surpliP.n to ::.If l ICl.ocations through the
Locations' respective eProcurement systems.
Order means a purchase order for Goods and/or Servlces placed by a User through an eProcurement system.
Order Data means ali data and information relating to Orders, including, without limitation, the specifics of a given
transaction.
Punch-out Catalog means a Catalog hosted by Supplier on Supplier's Site.' Users may access this Punch-out Catalog
via an Internet link provided by Supplier to UC that redirects a User from the Location's eProcurement system to
Supplier Site.
Supplier Mark means Supplier's name, trade name and/or trademarks, service mark, or any derivation thereof.
Supplier Site means an internet site operated and maintained by Supplier that has been made subject to this
Appendix.
UCMark means UC's name, tradename and/or trademarks, service marks, or any derivation thereof.
User means an individual authorized by a UC location to use an eProcurernent system.
SECTION 3 - RIGHT TO USE
UC grants to Supplier the right to sell Goods and/or Services to UCthrough the eProcurement systems, subject to
the terms of thls agreement. Supplier will be responsible for any cost of operation or dispute with regard to its
interface with UC's eProcurement systems.
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SECTION 4 -e-PROCUREMENT SYSTEM RESPONSIBILITIES:MAINTENANCE OF CATALOG(SI; LICENSE
(a) e-Procurement System Responsibillties.
Except asotherwise set forthherein, each party willberesponsible,at its own expense, for: (t)developing,operating
and maintaining its relevant system(s); (ii) acquiring and maintaining its server hardware and software (or obtaining third-
party hosting services) for its relevant system(s); and (iii) maintaining internet connectivity.
The supplier wfll enable its catalog with any UC location that requests one, as long as it isnot out of the scope of the
terms of the agreement or this appendix. The parties agree to electronically link the functionality of their respective
systems, using commercially reasonab!e efforts.
Purchase Order and Invoice/Credit Memo Data will be transmitted between the systems according to the
appropriate method for each University location, cXML, xCBL or EDI standards being preferred. Other methods of
PO or Invoice/Credit Memo transmission will only be allowed at the discretion of each University location.
A supplier's Punch-out site (if applicable) will permit: (a) Users to access the Supplier Site when a User selects the
Punch-out Catalog; (b) Supplier site to send back user selected items to Location's eProcurement system; (c) User to
create an Order through the Location's eProcurement system; and (d) UC eProcurement systems to forward an
Order to Supplier for confirmation and Order processing along with Order status inquiry.
Supplfer must be able to accommodate orders and invoices for multiple UC locations sharing a single eProcurement
platform. Supplier must be able to identify the Punch-out session and transmitted PO as being from the individual
locations. If providing a Punch-out catalog, Supplier must be able to accommodate multiple UC locations on a single
platform using a single Punch-out site, unless requested otherwise by UC.
(b) Maintenance of Hosted and Punch-out Catalogs.
Supplier will provide its Catalog(s) to UC in a file format that will interface seamlessly with UC's eProcurement
systems. These Catalog files will be1n compliance with each UC Location's eProcurement system.
UCmakes no guarantee of a Go Live Schedule for establishment of a new catalog Systemwide, as each Location is a
separate enablement and subject to resource availability. Timelines will be estimated and adjusted by UC as needed
for concurrent implementations.
For Hosted Catalogs, Supplier must provide UC with updated versions of the Catalog file with, at a minimum, full
descriptions and images that Supplier currently utilizes for items offered In its proprietary websites and Punch-out
Catalogs. The parties will update each other regarding eCommerce specifications as needed from time to time.
Supplier must notify UC's Contract Administrator at least three (3)weeks in advance of the proposed Go Live Date
if it will berequesting additions, deletfons, or modifications to the Catalogs. After such advance notification, Supplier
must provide UC with Catalog files containing the requested additions, deletions, or modifications with no less than
the lead time specified in Section 10 of this appendix. In addition, for price file updates with a mutuaHv agreed upon
activation of January 1, Supplier must submit proposed files at least five (5) weeks prior to the first working day in
January. Upon UC's approval of the new Catalog file, UC and Supplier will confirm the Go live Date; the updated
version of the Catalog file willbemade effective on that GoLive date. If UC rejects a Catalog more than once because
it doesnot meet UC's acceptance criteria, the Contract Administrator will suspend Supplier's price/content change
until the date of Supplier's next acceptable contracted change.
If there is a conflict between a price in a Hosted Catalog and a Punch-out Catalog, UC will beinvoiced at the lower
price. Supplier must notify UC in advance when substituting items, changing SKU numbers or changing the number
of items in a package in any Catalog.
DocuSign Envelope ID: 8ACC6917-867C-4478-8477-D5002789A916
Revised 7/18/20l 9 Page 3 of6
Content in Supplier catalogis limited to thecategories specifiecl in this agreement, with additional categories allowed
at UC's discretion. Supplier agrees that UC may block Catalog items at the category and/or SKU level.
The University will require Supplier to clearly identify products as Hazardous Materials, Radioactive, and Controlled
Substances in the Suppller's catalog, whether Hosted or Punch-out. For Punch-out the identifier will bereturned to
the cart of the Location's eProcurement system, In a manner/field acceptable to the Location.
The University wili require Supplier to dearly identify products with UC-recognized sustainability/green certifications in
both hosted and Punch-out catalogs. UC's Contract Administrator will work with Supplier to ensure that contract items
that meet the UC criteria for Green/Sustainable products will be prioritized In all product searches. Products that do
not meet UC's minimum criteria requirements may be blocked In all hosted catalogs and Punch-out catalogs at UC's
discretion.
Supplier is responsible for providing UC with Catalogs that contain accurate pricing and data in accordance with the
Agreement. lf 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.
(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 c;ondltlons herein and solely for the purpose
of permitting Users to access the Services. All Supplier Marks will remain the sole property of Supplier.
(d} Accessibility Requirements.
Supplier agrees that Supplier will make ovailable Goods/SPrvices accesslble to people with disabilities and conform
to the technical requirements of the relevant Revised Standards of Section 508 of the federal Rehabllitation Act. In
addition, Supplier warrants that:
i. Any catalog content provided to UC will comply with the accesslbillty requirements of WCAG 2.0AA.
ii. Supplier will promptly respond to and resolve any complaint regarding accessibility of any catalog
content provided to UC.
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
ne>tify Supplier of any such issues relating to the Catalog, the Supplier Site, and/or other Supplier materials/systems.
(b) plier Duties. Supplier willprovide all customer support relating to the Catalog, Supplier Goods and/or Services,
Invoicing/Payment/Credits, 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 any other means.
SECTION 6 -PROPRIETARY RIGHTS
UC's Terms and Conditions of Purchase contains provisions regarding the parties' rights and responsibilities with respect
to Intellectual property relating to the Goods and Services. Without altering those provisions, the parties
additionally agree as follows: UC may require Supplier to "brand" Supplier's Punch-out Catalog with one or more UC
Marks. If UC requires Supplier to utilize one or more UC Marks on Supplier's Punch-out Catalog, UC will provide the
appropriate artwork and such artwork will be deemed to have been provided with a limited, non-exclusive, non-sub-
DocuSign Envelope ID:8ACC6917-B67C-447B-8477-D50D2789A916
Page4of6Revised 7/18/2019
licensable r[ght 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:
(i) Supplier may not make any additional use of the UC Marks without UC's prior written approval.
Supplier's use of the UCMarks in the Punch-out Catalog must acknowledge LIC'sownership of the UC Marks. Supplier
wlll 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 eranted 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 eProcurernent sites to the UC community. UCacknowledges Supplier's right,title,and Interest in
and to Supplier's Marksand Supplier's exclusive right to use and license the use of Supplier Marks and agrees not to
claim any title to Supplier Marks or any right to use Supplier Marks except as permitted by this Appendix. UC will
include all notices and legends with respect to Supplier trademarks, trade names, or copyrights as may be required
by applicable trademark and copyrlght 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 return to
Supplier all media with Supplier Marks. Supplier specifically reserves any and all righ to Supplier Marks not
specifically granted to UC.
(ii) The licenses granted in the previous paragraphs regarding UCMarks 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 rP.ason, and in the sole
discretion of the owner of the respective trademarks, logos, trade names, or copyrights - the trademark
licenses provided in the preceding paragraphs for any particular trademark, logo, trade name, or
copyrighted work without necessarily terminating this Appendix. Each party agrees not to take any
action that will adversely reflect upon or damage the goodwill, reputation, or the brand value of the
other party. Each party further agrees not to take any action that is Inconsistent with the other party's
ownership of the respective trademarks, trade names, or copyrights. At all times (including following
termination of the Agreement), Supplier agrees to comply with Section 92000 of California's Education
Code.
{a)Grant of License. Supplier hereby grants UC a non-exclusive, royalty-free: (I)license to use, copy, transmit, and
display the Catalog, any information contained therein and the Supplier Marks for the purposes of permitting
customers to access information about and order Supplier Goods and/or Services from a Catalog and {II) if Supplier
is using a Punch-out Catalog, right to link to and access the Punch-out Catalog on the Supplier Site, for the purposes
of permitting Customers to access the Supplier Website and permitting Customers to order Supplier Goods and/or
Services.
(b) Modifications. UC will not modify or remove any of the proprietary rights markings in the Catalog. UC will not
modify the content of the Catalog, except as Indicated by Supplier, but may require Supplier to make and submit
modifications If required as part of this agreement. However, for hosted catalogs, UC reserves the right to attach
flags to catalog items as an aid to shoppers in selecting preferred items, such as green or recycled. 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
availablllty, delivery, pricing, characteristics, qualifications or specifications thereof). If UCbelleves in good faith that
any Supplier information does not conform to the requirements of the associated UC Agreement or this Appendix,
UC will be entitled to withdraw the Catalog from UC eProcurement sites. In such a case, UC will promptly notify the
Supplier of the actions It has taken and will work with the Supplier promptly to resolve UC's concerns. When UC's
DocuSign Envelope ID: 8ACC6917-B67C-447B-8477-O50O2789A916
Page S of6Revised 7/18/2019
concerns are satisfactorily resolved UC will promptly restore the Catalog, if appropriate. UC will have no liability to
the Supplier or anyone else for exercising these rights.
(c) Acknowledgment.Each party acknowledges that the technology embodied in the other party's Site may be based
on patented or patentable Inventions, trade secrets, copyrights or other intellectual property or proprietary rights
("Intellectual Property Rights") owned by the other party and its applicable licensors.
(d} UC Rights. As between the parties, UC will be the sole owner of - or, wfth respect to any items licensed by UC,
will retain all rights to 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 (collectlvely, the "UCMaterials"). Except as provided herein, Supplier may not copy or use In
any way, In whole or in part, any UC Materials without UC's prior written approval. Any permitted copies of such
property, in whole or In part, alone or as part of a derivative work, will remain UC's sole property. Supplier agrees to
reproduce and include UC's copyright, trademark and other proprietary rights notices on any permitted copies of
UC Materials including, without limitation, partial copies and copied materials in derivative works. Supplier will not
copy or reproduce any third-party copyrighted or trademarked materials, which appear on or are otherwise
associated with any UC eProcurement site without UC's prior written consent.
SECTION 7 -MULTIPLE SUPPLIERS
Supplier acknowledges that ail UC eProcurement sites areintended to facilitate Users' ablllty to obtain Goods and/or
Services from more than one supplier. Nothing in this Appendix will be construed to prevent UC from entering into
similar agreements with any third parties induding, without limitation, suppliers that may be In competition with
Suppller.
SECTION 8 - WARRANTY DISCLAIMER
UC doesnot warrant that access to UC eProcurement sites will be uninterrupted or that the results obtained by use
of UC eProcurement sites will beerror-free.
SECTION 9 -DISPUTES ANO CHANGES INTHE 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.
SECTION 10 -ADDITIONAL CONTRACTUAL TERMS
In addition to the provisions of Section 4, Section 10 provisions will govern the Catalogs. If the provisions of Sections
4 and 10 conflict, Section 10 will govern.
Type(s) of Catalog(s): At UC's campus discretion, Supplier is allowed to implement botha hosted and/or Punch-out
catalog in the UC eProcurement systems. Supplier will be required to comply with UC Location e-commerce
requirements on a location by location basis, which includesthe decision to move forward with Punch-out or Hosted.
Any deviation from the type(s) specified herefn must first be agreed upon by UC's Contract Adminfstrator.
Annual Number of Catalogs; Supplier is allowed to submit no mo.-e than one (1) catalog per calendar year, with
changes as follows:
• Content Additions, Deletions and Other Non-pricing Edits: Custom Core list may be updated from time ta time
(to address additions, deletions, substitutions and alternate products) upon notification by Supptier to UC
(including via e-mall). The goal is to limit this to bi-annual changes, but not more than quarterly.
DocuSign Envelope ID:8ACC6917-B67C-447B-8477-O50O2789A916
• Price Changes: once per year
o Supplier agrees to accumulate price increases into one communication that will beeffective March1
each year. All increases will be summarized in a table (Example below) and Manufacturer Proof
Source Letters will beincluded under a separate cover.
o Supplierwill makea "Best Effort" attempt that no annual price increase will exceed the Consumer
Price Index for all Urban consumers (CPI-U) or 3% of sales, whichever is lower, however Suppler
reserves theright to present UC proof source data justifying all increases in excessof 3% that include
but are not limited to tariffs, natural disasters and pandemics and include but are not llmited to
increases on goods and services that are in limited supply or not currently available, including but not
limited to PPE, disinfectant cleaners, skincare products and other pandemicrelated products.
lead time: SuppHer must load the Catalog price file Into thee-Procurement system twenty (20) working days prior
to the plannedgo-live date. (Exception - for January 1 updates to enabled catalogs, Supplier must submit the
price file no later than 5 weeks prior, as specified in section 4.)
• Number of catalog/price file versions to be supported for this agreement: one (1)
• Categories allowed within Catalog: Janitorial Supplies & Equipment
• Categories blocked within Catalog: All others
Page 6 of6
Revised 7/18/2019
DocuSign Envelope ID: 8ACC6917-B67C-447B-8477-05002789A916
RFP-UC Janitorial Supplies & Equipment -Apr242019
001183
University of California
:I..Purpose of the Rf P
The purpose of this Request for Proposal ("RFP") is to invite qualified suppliers to prepare and submit proposals to
furnish Janitorial Suppliesand Equipment to the Universityof California ("UC"or "University") and other public
agencies, In accordance with the requirements set forth in this RFP,
Supplier agrees to make available the services to any UC location and other public agencies upon the terms,
conditions and pricing set forth in an agreement awarded in response to Suppller's proposal. OMNIA Partners will
besupporting our efforts to market the outcome of the sollcltatlon nationally.
The UC system represents about $20MM annually ln spend and the resultingcontract represents another $280MM
opportunity nation-wide.
2. Backgrourid
University of Callfornla consists of 10 campuses and the Office of the President. Throughout the system we have
thousands of buildings maintained by a dedicated staff utilizing Janitorial Supplies and Equipment every day and
night. Each campus has unique needs that influence their volume of purchases and delivery requirements but the
goal is consistent, well maintained facilities.
The University of California, as the Prlnclpal Procurement Agency, defined in Exhibit A, has partnered with OMNIA
Partners to make the resultant contract (also known as the "Master Agreement" in materials distributed by OMNIA
Partners) from this sollcltatlon available to other public agencies nationally, including state and local governmental
entities, public and private primary, secondary and higher educatfon entities, non-profit entities, and agencies for
the public benefit ("PubllcAgencles"), through OMNIA Partners' cooperative purchasing program. The UC is acting
as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of
the Master Agreement by any Public Agency Is preceded by their registration with OMNIA Partners (a
"ParticipatingPublic Agency"). Exhibits A through H contafn additional information about OMNIA Partners and the
cooperative purchasing agreement.
OMNIA Partners Is the largest and most experienced purchasing organization for public and private sector
procurement. Through the economies of scale created by OMN!A Partners public sector subsidiaries, National IPA
and U.S. Communities, our participants now have access to more competitively sollclted and publicly awarded
cooperative agreements. The lead agency contracting process continues to be the foundation on which we are
founded. OMNIA Partners is proud to offer more value and resources to state and local govemment, higher
education, K-12 education and non-profits.
OMNIA Partners provides shared services and supply chain optimization to government, education and the private
sector. As a channel partner with Vizlent (formally, Novatlon), OMNIA Partners leverages over $100 billion in
annual supply spend to command the best prices for products and services. With corporate, pricing and sales
commitments from the Supplier, OMNIA Partners provides marketing and administrative support for the Supplier
that directly promotes the Supplier's products and services to Participating Public Agencies though multiple
channels, each designed to promote specific products and services to Public Agencies on a national basis. Public
Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been
DocuSign Envelope ID:8ACC6917-B67C-447B-8477-D50D2789A916
RFP-UC Janitorial Supplies & Equipment -Apr242019
001183
University of California
advertised and publicly competed.The Supplier benefits from a contract that allows Participating Public Agencies
to directly purchase goods and services without the Supplier's need to respond to additional competitive
solfcltatfons. As such, the Supplier must be able to accommodate a nationwide demand for services and to fulfill
obligations as a natfonwide Supplier and respond to the OMNIA Partners documents Exhibit A, B, F, and G.
3. Minimum Reqllirements
o Supplier must be able to demonstrate the capability of providing the required products/services by
possessing adequate available resources, including personnel, facilities, systems, organization structure,
operation controls, quallty control and other related factors.
.,Supplier must supply their Oun & Bradstreet number. Finalist will be researched to ensure they meet UC's
requirement for financial solvency.
" Supplier must possess all trade, professional, or business licenses as may be required to complete the
work and meet the requirements specified by this RFP.
0 Supplier must demonstrate successful experience in providing the products and services specified In this
RFP as a primary supplier. Suppliers are expected to provide customer contact tnformatlon for thelr three
largest higher education clients.
$ Resulting awardee(s) will berequired to participate in a Corporate Social Responsibility assessment
through the EcoVadis monitoring platform. The supplier's acceptance and participation in this assessment
includes approval that their company scorecard will beshared with the University of Catlfornia.
New Equipment Requirements
,. Warranty service shall be performed by Supplier's field service technician or Manufacturer's trained and
authorized service representative.
4. m-:p Timeline, Contract Tern\ ancl Point of Contact
Schedule of Events
Anticipated Action Anticipated Action Date
Release of Electronic RFP Wednesday July 3rd, 2019
Pre-proposal - How to use Ca!USource Monday July15th, 2019 8AM (Pacific Time)
httes:fl..ucsd.zoom.us/Jl.8585349857
Phone 669-900-6833
Meeting ID: 858 534 9857
Intent To Attend Job Walk RSVP
If you do not submit an intent to Join the
Job Walk by 7/8/19 we cannot guarantee
your accommodation due to space
limitations and logistics.
Wednesday July 1l1h, 2019 12PM {Pacific Time)
Pre-proposal Conference & Job Walk Date:Wednesday July 17th, 2019
Time:9:00AM -12:00AM (Pacific Time}
DocuSign Envelope ID: 8ACC6917-867C-447B-8477-D50D2789A916
RFP·UC Janitorial Supplies &Equipment -Apr242019
001183
University of California
Address: 131 Innovation Dr., Suite 250
Irvine, CA 92617
A llnk to the building location can be found here:
httQs:L[goo.gll'.maosLtrW7Tb7KgrWm57EM7
Deadline for Supplier Q&A via Discussion
Forum
Monday July 29'h,2019,8:01AM (Pacific Time)
Deadline for RFP Response Friday August 16th, 2019, 4PM (Pacific Time}
The University reserves the right to modify the above schedule of evei\ts and make changes to other provisions in
this RFP. It is the Supplier's responsibility to read the entire document and any addendums, and to comply with all
requirements listed herein.
Contract Term
The anticipated term of any agreement issued as a result of this RFP will be for an Initial period of 7 (seven) years.
The University may, at its option, exercise 3 (three) addltionat one-year extensions for a total of 10 (ten) years on
the same terms and conditions.
Exhibits
In addition to this document, the following exhibits posted under Guidelines and Attachments in CalUSource
contain the requirements, terms and conditions for this RFP:
• UC Required Supplier Information
• UC Term and Conditions
• Supplier Bidding Guide for CalUSource
• UC Invoice Transmission and Payment Settlement Terms
• UC sustainability Policy
• Appendix Federal Government Contracts Special Terms and Conditions
•Campus Delivery Model Matrix
• Schedule I UC Participating Locations
• Cost Bid Worksheet
• Scoring Criteria
• OMNIA Partners Exhibits A-H
Any contract awarded pursuant to this RFP will be in writing and incorporate the RFP requirements and
specifications, as well the contents of the Supplier's Proposal as accepted by the University.
Single Point of Contact
The University RFP Administrator is the sole point of contact regarding all procurement and contractual matters
relating to the requirements described In this RFP; and is the only office authorized to change, modify, clarify, etc.,
the specifications, terms and conditions of this RFP and any agreement(s) awarded as a result of this RFP. All
questions and requests for clarification concerning this RFP should be entered into the CalUSource Discussion
Forum by the questions deadline indfcated in the Schedule of Events,
Greg Muller
DocuSign Envelope ID:8ACC6917-B67C-447B-8477-D50D2789A916
RFP-UC Janitorial Supplies & Equipment -Apr242019
001183
University of California
Senior Manager, Strategic Sourcing
University of California
858-534-9857
glmuller@ucsd.edu
s. Scope of Work
There Is a total of ten (10) campuses, five (5} medical centers, and various other affiliated locations in the UC
network. See SCHEDULE I for UC participating locatlons. The UC seeks to partner with a Supplier to provide the
goods listed in and associated with the categories reflected in the Cost Bid Worksheet in accordance with this
Statement of Work and any other documents referenced in the Incorporated Documents section herein and also
included dilution control, green products, industrial paper and dispensers, private label products, carpet care,
restroom care, waste receptacles, compactors, liners, machines and accessories, institutional and industrial
laundry and kitchen, industrial tools and supplies and all other categories in your full line of products and services.
Unless otherwise provided in the Agreement, UC will not be obligated to purchase a minimum amount of Goods
and/or Services from Supplier.
Supplier shall provide Janitorial Products and Equipment (Goods) Including, but not limited to those Items and
categories listed in the basket of goods in the Cost Bid Worksheet.
Order Packaging and Lapeling - Supplier agrees that each UC order will be Individually wrapped and labeled with
the following Information:
• Purchase order number
• Product description, quantity and catalog number of the Product ordered and an open 30-character field
for internal identification e.g., UC Storehouse catalog numbers and/or internal customer order numbers;
and
• Other Information, as may be requested by ordering llC Department.
Packaging slips will be attached to the outside of the package such that it can be inspected by UC at the requesting
department and/or receiving dock.
Environmentally Responsible Packaging - Supplier shall use good faith efforts to utilize environmentally
responsible packaging and recycling practices to minimize the adverse effects of packaging on the environment.
The University has disallowed the use of expanded plastic foam materials (such as Expanded Polystyrene (EPS),
Expanded Polyethylene (EPE), Expanded Polyurethane and expanded plastic foam hybrids) by 2020.
The University requires that all packaging be compliant with the Toxics in Packaging Prevention Act (AB 455) as to
be free of any intentionally introduced lead, cadmium, mercury or hexavalent chromium, and containing no
Incidental concentrations of these regulated metals greater than 100 parts per million (ppm) by weight. In
addition, the University requires that all packaging meet at least one of the criteria listed below:
a. Uses bulk packaging;
DocuSign Envelope ID: 8ACC6917-B67C-447B-8477-D50D2789A916
RFP-UC Janitorial Supplies & Equipment -Apr242019
001183
University of California
b. Uses reusable packaging (e.g. totes reused by delivery service for next delivery);
c.Uses innovative packagingthat 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 &iency Comprehensive Procurement GulclE:lines;
e. Uses locally recyclable or certified compostable material.
Receiving Locations- Supplier shall provide Inside and dock delivery to all UCcurrent and future authorized
personnel delivery points, as requested by UC or participating agencies.
Last Mile Central Receiving:Supplier will provide a financial Incentive to locations thatcan consolidate
deliveries at a central location and distribute to end users throughout camplls.
Standard Delivery Requirements-Supplier shall deliver all UC orders received by 5:00PM local time the next
business day. Supplier shall meet each participating agencies' specific delivery requirements.
All deliveries will be FOBDestination. Delivery charges and risk of loss will be borne by the supplier.
Rush Delivery Requirements - Supplier shall deliver UC emergency orders within four (4) hours after receipt of
order at no additional charge to UC. Rush emergency delivery orders for same day delivery must be requested by
UC prior to 1:00PM Pacific Time. Supplier cannot guarantee, but agrees to use good faith efforts to provide same
day delivery for rush orders UC places after 1:00PM Pacific Time.
Returns- Supplier shall accept goods returned by UC or participating agencies if in resalable condition and if made
within thirty (30) days of original shipment. Returns for special order (non-stock) Items may result in a 15%
restocking fee. Supplier must pick up returns from the ordering department location within three (3) business
days.
Credit - Requests for credit can be transmitted by the ordering UC personnel via the established order
management system (telephone,fax,paper return form,and web-based).Chargebacks andcredit memoswillbe
Issued to UCordering departments In the current month's billing period. Return items will be credited at cost. If
service were purchased via UC purchasing card, credit must be Issued to the same purchasing card.
Invoicing -All invoices must clearly indicate the following information:
• Sales tax as a separate line Item;
• Freight costs, if applicable, as a separate line item;
• UCPurchase Order or Release Number;
• Description, quantity, catalog number and manufacturer number of the item ordered;
• Net cost of each item;
• Any applicable discount;
• Reference to original order number for all credit invoices issued;
• Purchasing card information, if applicable
DocuSign Envelope ID:8ACC6917-867C-4478-8477-D50D2789A916
RFP-UCJanitorial Supplies & Equipment -Apr242019
001183
University of California
Catalog - Supplier will provide Supplier's Catalog electronically at no cost to UC. The Catalog shall integrate into
the UC e-commerce platform for each location. Supplier wll[ provide for UC, if requested by UC, real-time secured
access to Supplier's automated system Including web-based order management, customized electronic Catalog
with UC pricing and contract terms, as defined In the RFP and Supplier's response. Supplier will provide UC with
the necessary network, data lines, and/or computer software at no additional cost to UC.
Trilll1!.!lg- Supplier wl/l provide reasonable sufficient training to UC's or participating agencies authorized
personnel for any equipment or dispensing systems provided to UC.
Program Management - Supplier will provide the necessary staff and resource to support UC's program
management function as outlined in this Statement of Work and the Supplier's response to RFP,includingbut not
limited to:
• Marketing Program to increase sales activity;
• Coordinating Program implementation;
• Providing superior customer service;
• Promoting alternate Goods to reduce cost and meet UC sustainability objectives;
• Demonstrating new Goods;
• Managing the continuous improvement process;
• Providing on-going contract monlcorlng c1nd maintenance;
• Offering Services cost reduction and process improvement opportunities to UC;
• Conducting monthly account review meetings.
Service Standards - Supplier will provide the following minimum service standards:
Normal delivery-next business day,or on the delivery date requested, whichever is later
Rush emergency delivery- within 4 hours
Pick up returns -within 3 business days
Request for reports - new reports within S business days, or as scheduled
Order fill rate (stock items) - maintain a minimum order fill rate of 95%, where all stock Item orders will be
fulfllled either (1) the next businessday or (2) on the delivery date requested, whichever is later. Fill rate Is
calculated as: (II of orders Delivered as requested/# orders requested).
Delivery accuracy- maintain a minimum delivery accuracy of 95%, based on the percent of the entire order being
fulfilled correctly.
Invoice Billing Accuracy- rnaintain an Invoice billing accuracy of 99%. Invoice billing accuracy Is calculated as: (1·
(total number or credit memo line items/total number of invoice line items)) and (1-{total credit dollars
issued/total dollars Invoiced)).
24-Hour Quote Turnaround - at! quotation requests will be acknowledged within .24 hours of request, and
provided within 3 business days.
DocuSign Envelope ID:8ACC6917-B67C-447B-8477-O50O2789A916
RFP-UC Janitorial Supplies & Equipment -Apr242019
001183
University of California
Reporting - Supplier shall provide quarterly reports on all spend for all locations including specifics related to
sustainability (breakdownby month,by category, by campus total spend, total system spend,total sustainable
spend, %Sustainable spend, Actual vs Goal).
6. Pricing
Suppliers are to provide specific unit pricing, a discount from a verifiable price index, and a suggested market
basket for participating members on the Price Workbook. Prices/discounts shall remain firm and will include all
charges that may be incurred in fulfilling requlrement(s) for the twelve-month period following contract award.
7. Evaluation Criteria
Evaluation and Award:Best Value Methodology
Responsive Proposals will be evaluated using a Best Value method. Best Value means the most advantageous
balance of price/cost, quality, service performance and other elements, as defined by the University. University
evaluators will determine the Proposal's value by scoring the Proposals based on a uniform set of weighted
evaluation criteria. Each Proposal's Best Value score will be the average of all evaluators' total scores awarded for
the Proposal. The University will then determine each Proposal's Price Score by the following method. The
University wlll have determined the Maximum Possible Price Score prior to the Proposal due date. The Proposal
with the Maximum Possible ?rice Score will be considered the iowest responsive Proposal.
All other responsive Proposals wlll receive a proportion of the Maximum Possible Price Score equal to the quotient
of the lowest Proposal's cost divided by that Proposal's cost. Each Proposal's Price Score will be added to that
Proposal's Quality Point Score to get that Proposal's Total Score. The Proposal with the highest Total Score will be
considered the "Best Value". The Proposal with the next highest Total Score will be considered the second Best
Value, and so on.The University will then determine if the Supplier submitting the Best Value Proposal is
responsible. TI1e apparent RFP winner will be the responsible Supplier submitting the Best Value Proposal.
Example:
Sample Price/Cost Normalization Total Price/Cost PointsAvailable -
500
Supplier #1:Low supplier at $50,000 receives maximum points 500
Supplier #2: Next lowest supplier at $55,000 receives 90.9% of max points 455
Supplier #3:Highest supplier at $60,000 receives 83.3% of maxpoints 417
Above points are added to the other criteria point totals to come up with the total points. Supplier with the highest
overall total points is considered the lowest responsible supplier with best value in terms of price/cost, quality,
service and performance that meet the University's requirements.
Right to Cancel/Modify
DocuSign Envelope ID:8ACC6917-B67C-447B-8477-O50O2789A916
RFP-UC Janitorial Supplies & Equipment -Apr242019
001183
University of California
The University reserves the right to change any aspect of, terminate, or delay this RFP, the RFP process and/or the
program outlined within this RFP at any time. Notice shall be provided in a trmely manner thereafter. The
University may award the contract without further discussion or may enter into negotiations with the apparent
RFP winner. Should the apparent RFP winner fail to accept the award, the University may determine that that
Supplier has abandoned lts Proposal. The University may then enter into negotiations with theresponsible
Supplier submitting the second Best Value Proposal. If that Supplier fails to accept the award, the University may
determine that that Supplier has abandoned its Proposal and enter into negotiations with theresponsible Supplier
submitting the third Best Value Proposal and so on to each successive responsible Best Value Supplier until an
award is made and accepted. The University also reserves the right to request Best and Final Offers (BAFO's) if an
awardable proposal is determined.
Right to Make No Award
The University reserves the right to reject all Proposals and to make no award.Unless stated otherwise In this RFP,
the University reserves the right to make multiple awards or to award Items separately or In the aggregate as the
Interests of University may appear.
Contract Fonn
Any contract awarded pursuant to this RFP will be ln writing andincorporate the RFP requirements and
specifications, as well the contents of the Supplier's Proposal as accepted by the University.
8, Additional Terms
Insurance
If selected for award, the awardee shall deliver the PDF version of the Certificate of Insurance to UC's Buyer or
participating agency, by email with the following text In the Subject field: CERTIFICATE OF INSURANCE - [Supplier
name).
noannual price increase will exceed the Consumer Price Index for all Urban Consumers (CPI-U) or 3% of sales, whichever is bepassedontoUniversity immediately and thesupplier agrees to doso.Further,supplierwill provide notice toUniversity
DocuSign Envelope ID:8ACC6917-B67C-447B-8477-O50O2789A916
CATEGORY DISCOUNT%
Paper 10
Chemicals 15
Liners 15
Equipment &Dispensers 10
Hand Soaps &Sanitizers 15
Supplies 15
Gloves 15
Other 10
DocuSign Envelope ID: FB1DA198-70C2-4B14-AF79-834012F5D257
Amendment No. 0 I
Agreement No. 2020002299
Revised 2/28/21
Pa ge 1 of2
{'('Ur tL "Tf:E:\' )'}
UNIVERSITY
OF
CALIFORNIA Amendment to Agreement
This Amendment #1 to Agreement #2020002299 {"Agreement")is entered into between The Regents of the
University of California (UC) and Supplier.
AMENDMENT TO AGREEMENT
The Agreement is hereby amended as follows:
Section10 -Additional Contractual Terms: Replacement of Pricing Table
The pricing table will be replaced with the following table:
Vendor Price Increase Charts
Effective March 1, 2021
Manufacturer Open Market
Announced
OMNIA
Weighted
Average
Open Market
Effective Date
OMNIA Effective
Date
Kimberly Clark 9% 2.5%January 1, 2020 March 1, 2021
Renown Chemical
(Misco)
5.5% 2.5% March 1, 2021 March 1, 2021
Renown Skincare (GoJo)Up to 6.6%2.5%April 1, 2020 March 1, 2021
Renown Paper (Essity) 8% 2% May 1, 2019 March 1, 2021
Renown Aerosols (ZEP) 8% 3% March 1, 2020 March 1, 2021
Renown Can Liners
(Berry)
Cumulative
38%
Jul 6%
Aug 6%
Sep 6%
Oct 6%
Jan 6-8%
Mar6%
18% Various March 1, 2021
Diversey 1.3% 1%March 1, 2021 March 1, 2021
Rubbermaid (Newell
Brands)
7-12% 3% January 1, 2021 March 1, 2021
Tradex Gloves (Cardinal
Health)
Vinyl 86%-92%
Nitrile 30%-
114%
Latex 13%-20%
50% Various March 1, 2021
3M Up to 6%2%January 1, 2021 March 1, 2021
Advance Equipment 3.25% 3.25%January 1, 2021 March 1, 2021
Karcher Equipment 4.1% 4.1% January 1, 2021 March 1, 2021
DocuSign Envelope ID:FB1DA198-70C2-4B14-AF79-834012F5D257
Amendment No.0I
Agreement No.2020002299
Revised 2/28/21
Pa ge 2 of2
G
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 March 1,
2021.
By:v
THE REGENTS OF THE
DocuSignedt:,l):NIVERSITY OF CALIFORNIA
ustin Sullivan
:C-cSST1AAFF'm9F7'.23!8'841C"C440olr."8:.:.
Name:Ran Garver
Justin Sullivan
Title:Director of Comg_liance
Date:March 3, 2021
Director, Strategic sourcing
3/9/2021
Not Applicable
Not Applicable
Not Applicable
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
***
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 04/08/25 M&C FILE NUMBER: M&C 25-0296
LOG NAME: 13P COOP JANITORIAL SUPPLIES GN CITY
SUBJECT
(ALL) Authorize the Execution of Non-Exclusive Contracts with Brady Industries of Texas, LLC and HD Supply Facilities Maintenance, Ltd Using
Identified Omnia Partners Cooperative Agreements for Janitorial Supplies for a Combined Annual Amount Up to $1,000,000.00 and Authorize
Two One-Year Renewal Options for Omnia Partners 152610 and Three One-Year Renewal Options for Omnia Partners 2020002299 in the Same
Annual Amount for All City Departments
RECOMMENDATION:
It is recommended that the City Council authorize the execution of non-exclusive contracts with Brady Industries of Texas, LLC and HD Supply
Facilities Maintenance, Ltd using identified Omnia Partners cooperative agreements for janitorial supplies for a combined annual amount up to
$1,000,000.00 and authorize two one-year renewal options for Omnia Partners 152610 and three one-year renewal options for Omnia Partners
2020002299 in the same annual amount for all City departments.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize non-exclusive contracts with Brady Industries of Texas LLC and HD
Supply Facilities Maintenance, Ltd that will be used by all City of Fort Worth (City) Departments to purchase janitorial supplies. In order to meet
the City's need for janitorial supplies, purchasing staff recommends utilizing the following cooperative contracts for an amount up to
$1,000,000.00:
Vendor Cooperative Contract
Cooperative
Current Expiration
Date
Cooperative Final
Expiration Date
Date COOP
Published
Date COOP
Opened
Brady Industries of Texas Omnia Partners 152610 May 31, 2027 May 31, 2029 2/28/2024 - April 4, 2024
LLC 3/8/2024
HD Supply Facilities Omnia Partners May 31, 2027 May 31, 2030 7/15/2019 - August 16, 2019
Maintenance, Ltd 2020002299 7/22/2019
TERM: The initial term of these agreements with Brady Industries of Texas LLC and HD Supply Facilities Maintenance, Ltd will begin upon
execution and expire May 31, 2027 to correspond with the terms of the cooperative contracts. Omnia Partners 152610 may be renewed for two
one-year terms for the same amount at the city's option. Omnia Partners 2020002299 may be renewed for three one-year terms for the same
amount at the city's option. Should the cooperative contracts elect to exercise the renewal options, the City shall have the option to do the same.
FUNDING: The combined maximum annual amount allowed under these agreements citywide will be $1,000,000.00. Money will be used for
operating funds only. However, the actual amount used will be based on the need of the department and available budget.
COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchasing agreement
satisfies state laws requiring that the local government seek competitive bids for purchase of the items. Omnia Partners have been competitively
bid to increase and simplify the purchasing power of local government entities across the State of Texas.
BUSINESS EQUITY: A Business Equity goal is not assigned when purchasing from an approved purchasing cooperative or public entity. A 1295
form is not required for HD Supply Facilities Maintenance because they are publicly traded.
This project will serve ALL COUNCIL DISTRICTS.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the participating
departments' Operating Funds to support the approval of the above recommendation and execution of the contracts. Prior to any expenditure
being incurred, the participating departments have the responsibility to validate the availability of funds.
Submitted for City Manager's Office by: Reginald Zeno 8517
Valerie Washington 6192
Originating Business Unit Head: Reginald Zeno 8517
Marilyn Marvin 7708
Additional Information Contact: Brandy Hazel 8087
Grace Nguyen 8516