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Agenda Item Time Estimates include: (Minutes for Presentation + Council Discussion + Public Comment) AGENDA
OXNARD CITY COUNCIL
PUBLIC WORKS AND TRANSPORTATION COMMITTEE
Council Chambers, 305 West Third Street
September 22, 2026
Regular Meeting - 6:45 PM to 8:15 PM
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1. Dial Phone Number: (888) 475-4499
2. Enter Meeting ID: 833 6552 7558
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IN ACCORDANCE WITH THE RALPH M. BROWN ACT, MEMBERS OF THE LEGISLATIVE BODY MAY MEET IN-PERSON OR REMOTELY. TO PARTICIPATE REMOTELY VISIT WWW.OXNARD.ORG.
The public may view the meeting from home on Spectrum channel 10, Frontier channel 35, or YouTube at Youtube.com/oxnardnews.
Video recordings of the meeting are typically available online following the meeting at the City’s website at www.oxnard.org/citymeetings. *Please see the link for the Measure M pre-recorded presentation video for each item listed on this agenda.
YOU MAY PARTICIPATE IN THE MEETING IN THE FOLLOWING WAYS:
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b. Submit an email to [email protected] no later than 3 p.m. on the day of the meeting (indicate the agenda item number in the subject line). All email correspondence will be forwarded to the legislative body prior to the start of the meeting and made part of the legislative record.
c. Contact the City Clerk’s Office at (805) 385-7803 to submit your request.
3. PROVIDING PUBLIC COMMENTS REMOTELY DURING THE MEETING a. To provide public comment during the meeting dial (888) 475-4499 and enter the Meeting ID and Passcode listed above as the Zoom details for this meeting. When the presiding officer announces the particular item on the agenda 1 OXNARD CITY COUNCIL: PUBLIC WORKS AND TRANSPORTATION COMMITTEE September 22, 2026 - Page 2
you want to speak on, press *9 to raise your hand while in the zoom waiting room. Once called on, press *6 to unmute your phone.
b. Public comments on agenda items will be taken following the announcement of the item. After the item is announced, members of the public may register or otherwise be recognized for the purpose of providing public comment.
Please review the Zoom instructions on the registration page to help ensure there are no technical difficulties during your comments and help you understand public comment procedures using Zoom. Detailed participation instructions can be found at www.oxnard.org/city-meetings.
To report a disruption of the meeting broadcast or remote public comment system, please call +1 805-385-8325. In the event of such a disruption, the legislative body will recess the open session of the meeting while efforts are made to restore the disrupted service. If the disrupted service has not been restored within one (1) hour, the legislative body may reconvene the meeting as authorized by Government Code 54953.4 and the policy set forth in City Council Resolution No. 16,074.
A. ROLL CALL, POSTING OF AGENDA, FLAG SALUTE
CONSIDERATION OF TELECONFERENCE PARTICIPATION (Gov. Code section 54953 et seq., as amended by SB 707)
LEVINE ACT NOTICE (Gov. Code section 84308)
Parties, participants, and their agents in a proceeding involving a license, permit, contract, or other entitlement for use must disclose campaign contributions totaling more than $500 made to any City officer in the preceding 12 months. Officers who received such contributions may be required to recuse themselves on a given item. Disclosure may be made in writing to the City Clerk before the meeting or orally at the beginning of public comment on the item.
B. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA AND NON-ACTION ITEMS A person may address the legislative body only on matters not appearing on the agenda and within the subject matter jurisdiction of the legislative body, and on non-action items. Speaker requests shall be submitted as set forth on the first page of this agenda. Speakers are limited to three minutes. After 30 minutes, if all speakers have not had the opportunity to speak, the remaining speakers will be given an opportunity to speak prior to the adjournment of the meeting. The legislative body cannot enter into a detailed discussion or take action on any items presented during public comments at this time. Such items may only be referred to the City Manager for administrative action or scheduled on a subsequent agenda for discussion.
C. CONSENT AGENDA
D. REPORTS
1. Public Works Department
SUBJECT: Agreement 32700117 with Garcia’s Landscaping Maintenance Inc. for On-Call Tree Maintenance Services, Specification No. 26-86.
RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with Garcia’s Landscaping Maintenance Inc. for a five-year term, which includes options to extend, for a total not-to-exceed amount of $6,000,000 for on-call tree maintenance services.
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/NM7Qyr_Gt7E
Contact: Michael Wolfe, (805) 385-8055
2. Public Works Department
2 OXNARD CITY COUNCIL: PUBLIC WORKS AND TRANSPORTATION COMMITTEE September 22, 2026 - Page 3
SUBJECT: Agreement 32700179 with Clean Harbors Environmental Services, Inc. for On-Call Citywide Hazardous and Unknown Waste Identification, Collection, and Disposal Services.
RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with Clean Harbors Environmental Services, Inc. for a five-year term, which includes options to extend, for a total notto-exceed amount of $1,197,000 for citywide hazardous waste identification, collection, and disposal services.
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/wvadZAKLENo
Contact: Michael Wolfe, (805) 385-8055
3. Public Works Department
SUBJECT: Report on Oxnard Storm Drainage Infrastructure and Preparation Measures for the Predicted Super El Niño Event.
RECOMMENDATION: That the Public Works and Transportation Committee (PWTC) receive and file this report.
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/MllzawwW0Q8
Contact: Michael Wolfe, (805) 385-8055
E. ITEMS FOR FUTURE AGENDAS
F. ADJOURNMENT
3 PUBLIC WORKS AND TRANSPORTATION COMMITTEE
AGENDA REPORT
REPORTS
AGENDA ITEM NO. D.1
DATE: September 22, 2026
TO: Public Works and Transportation Committee
FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected] SUBJECT: Agreement 32700117 with Garcia’s Landscaping Maintenance Inc. for On-Call Tree Maintenance Services, Specification No. 26-86.
RECOMMENDATION
That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with Garcia’s Landscaping Maintenance Inc. for a five-year term, which includes options to extend, for a total not-to-exceed amount of $6,000,000 for on-call tree maintenance services.
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/NM7Qyr_Gt7E
BACKGROUND
The City of Oxnard is responsible for over 41,000 trees, per the most recent tree inventory in 2026, in the parkways, medians, and parks throughout the City. There are currently five full-time employees in the Public Works Tree Crew to conduct and oversee a large amount of tree work, both routine and emergency. With the passing of Measure E in 2020, the City Council approved funding for contract tree services that include a Grid Pruning Contract and an On-Call Tree Maintenance Services Contract. The Grid Pruning Contract provides cost-effective tree pruning, at bulk rates, citywide to achieve the objective of an industry-standard five-year pruning cycle for all City trees. Palm trees are pruned at least once per year. The On-call Tree Maintenance Services Agreement supplements the City Tree Crew and provides additional capacity to address emergency tree work, tree removals, stump grinding, root pruning, aesthetic pruning, work associated with the Capital Improvement Program (CIP), and other tree maintenance needs. The use of on-call services allows the City Tree Crew to remain flexible and responsive to routine maintenance, service requests, inspections, and other priority tree maintenance needs throughout the City.
DISCUSSION
This Agreement for On-Call Tree Maintenance Services provides the City with qualified contract tree maintenance services on an as-needed basis. These on-call services allow staff to efficiently respond to emergencies and prioritize tree work, address specialized or larger-scale projects, and supplement the Tree Crew when the volume or scope of work exceeds available resources. The combination of the Tree Crew and the on-call services supports the City’s ongoing efforts to maintain a safe, healthy, and well-managed urban forest. The Special Districts Division also utilizes the tree agreements with available funding from the district that is being serviced.
4 On April 20, 2026, the Purchasing Department published Request for Bid (RFB) 26-86 for the on-call tree maintenance services. The RFB was sent directly to four potential vendors, published on PlanetBids, and posted on the City’s website, with a bid due date of May 27, 2026. The RFB received a total of seven responsive submittals from the following service providers based on aggregate amounts:
Garcia’s GreenCoast Rolling
Green
BC Tree
Service
SDG WCA Julian
Tree Care
Total
Services
$8,071 $8,266 $10,807 $11,494 $14,121 $15,982 $27,612
Garcia’s Landscaping Maintenance, Inc. submitted the lowest responsive bid for the On-Call Tree Maintenance Services Agreement. Following the bid evaluation, procurement staff reviewed the documentation submitted by Garcia’s Landscaping Maintenance, Inc., including verification of the required and valid licenses, review of available Occupational Safety and Health Administration (OSHA) safety information, and verification of registration with the California Department of Industrial Relations (DIR).
Garcia’s Landscaping Maintenance, Inc. has previously provided tree maintenance services to the City under prior on-call tree maintenance and grid pruning agreements. Based upon the procurement review and prior experience of providing tree maintenance services to the City, staff believes Garcia’s Landscaping Maintenance, Inc. is capable of satisfactorily performing the services required under this Agreement. Therefore, staff recommends that the City Council award the On-Call Tree Maintenance Services Agreement to Garcia’s Landscaping Maintenance, Inc.
STRATEGIC PRIORITIES
This agenda item supports the Infrastructure and Natural Resources strategy. The purpose of the Infrastructure and Natural Resources strategy is to preserve and improve our roads, utilities, parks, trees, water supply and natural resources through effective planning, prioritization, and an equitable and efficient use of available funding.
FINANCIAL IMPACT
The total cost for this Agreement with Garcia’s Landscaping Maintenance Inc. shall not exceed $6,000,000 for On-Call Tree Maintenance Services if all terms are extended for the full five years. This Agreement does not guarantee the number of on-call Task Order assignments or compensation of the not-to-exceed amount.
The City Council-approved Operating Budget for FY 2026-27 includes costs for these services. Funding shall be provided by various Public Works Divisions based on task orders and available Council-approved funding.
There are no guaranteed payment amounts to the contractor and each division shall only pay for the approved services that are rendered. Funding for subsequent fiscal years will be requested through the annual budget process.
The costs in the new agreement represent a reduction of approximately 13%, compared to the previous agreement. The new agreement will provide the same tree maintenance services at a lower overall per-tree cost.
Prepared by: Steve Howlett, Assistant Public Works Director, Brandon Lopez, Parks Manager
ATTACHMENTS
1. Agreement 32700117
2. Bid Tabulation
5 3. Prior Agreement Rate Sheet
4. Presentation
6 7
8 9
10 11
12 13
14 15
16 17
18 19
20 21
22 23
24 25
26 27
28 29
30 31
32 33
34 35
36 37
38 39
40 41
42 43
44 45
46 47
48 49
50 51
52 53
54 BC Tree Service
Garcia's
Landscaping
Maintenance Inc.
GreenCoast
Landscapes Inc.
Julian Tree Care
Inc. Rolling Green Inc.
SDG Enterprises dba
Four Seasons
Landscaping
West Coast
Arborists, Inc.
Item
No. Description Unit Evaluation Quantity Amount Amount Amount Amount Amount Amount Amount 1 Pruning for Clearance
0"- 6" Diameter at
Breast Height 1 $38.00 $20.00 $30.00 $55.00 $40.00 $30.00 $70.00 2 Pruning for Clearance
7"- 12" Diameter at
Breast Height 1 $51.00 $30.00 $40.00 $75.00 $50.00 $50.00 $100.00 3 Pruning for Clearance
13"- 24" Diameter at
Breast Height 1 $72.00 $40.00 $50.00 $110.00 $60.00 $75.00 $140.00 4 Pruning for Clearance
25"- 36" Diameter at
Breast Height 1 $96.00 $300.00 $70.00 $165.00 $85.00 $125.00 $195.00 5 Pruning for Clearance
37" + Diameter at
Breast Height 1 $128.00 $300.00 $90.00 $250.00 $130.00 $150.00 $220.00 6 Prune Date Palm
(Phoenix spp.) Per Tree 1 $350.00 $150.00 $150.00 $450.00 $320.00 $200.00 $350.00 7 Skin Trunk for Date Palm
(Phoenix spp.) Linear foot 1 $23.00 $8.00 $15.00 $30.00 $25.00 $50.00 $75.00 8 Prune Fan Palm
(Washingtonia spp.) Per Tree 1 $350.00 $30.00 $55.00 $125.00 $68.00 $110.00 $100.00 9 Skin Trunk for Fan Palm
(Washingtonia spp.) Linear foot 1 $23.00 $8.00 $15.00 $24.00 $25.00 $50.00 $35.00 10 Prune all other palm tree species Per Tree 1 $250.00 $30.00 $50.00 $110.00 $70.00 $100.00 $85.00 11 Aesthetic or Service
Request Pruning
0"- 6" Diameter at
Breast Height 1 $64.00 $40.00 $45.00 $95.00 $60.00 $45.00 $95.00 12 Aesthetic or Service
Request Pruning
7"- 12" Diameter at
Breast Height 1 $96.00 $70.00 $65.00 $145.00 $85.00 $95.00 $155.00 13 Aesthetic or Service
Request Pruning
13"- 24" Diameter at
Breast Height 1 $149.00 $160.00 $95.00 $225.00 $130.00 $200.00 $195.00 14 Aesthetic or Service
Request Pruning
25"- 36" Diameter at
Breast Height 1 $239.00 $350.00 $160.00 $325.00 $240.00 $300.00 $355.00 15 Aesthetic or Service
Request Pruning
37" + Diameter at
Breast Height 1 $395.00 $400.00 $200.00 $550.00 $340.00 $600.00 $355.00 16 Tree and Stump Removal 0"- 24" diameter 1 $576.00 $300.00 $500.00 $1,250.00 $480.00 $600.00 $1,200.00 17 Tree and Stump Removal 25"- 40" diameter 1 $1,216.00 $600.00 $900.00 $2,750.00 $1,100.00 $1,300.00 $2,400.00 18 Tree and Stump Removal 41"- 48" diameter 1 $1,856.00 $1,550.00 $1,450.00 $4,850.00 $1,750.00 $3,000.00 $2,400.00 19 Tree and Stump Removal Over 48" diameter 1 $2,048.00 $1,550.00 $1,600.00 $8,500.00 $1,900.00 $3,000.00 $2,400.00 20 Tree Planting 10 gallon tree 1 $96.00 $50.00 $75.00 $165.00 $90.00 $125.00 $100.00 21 Tree Planting 15 gallon tree 1 $160.00 $100.00 $110.00 $255.00 $145.00 $180.00 $265.00 22 Tree Planting 24 inch box tree 1 $425.00 $250.00 $300.00 $750.00 $360.00 $475.00 $495.00 23 Tree Planting 36 inch box tree 1 $650.00 $550.00 $750.00 $1,850.00 $1,050.00 $1,000.00 $1,350.00 24 Root Pruning Linear foot 1 $26.00 $15.00 $15.00 $38.00 $30.00 $45.00 $39.00 25 Root Prune with Root
Barrier Linear foot 1 $38.00 $20.00 $28.00 $65.00 $40.00 $65.00 $49.00 Bid Tabulation 26-86 On-Call Tree Maintenance Services
55 26
Stump Grinding Per diameter inch at 3
inches above grade 1 $23.00 $10.00 $10.00 $32.00 $30.00 $25.00 $39.00 27 Tree Watering includes trunk with
sprayer and operator Per hour 1 $96.00 $50.00 $62.00 $225.00 $115.00 $50.00 $115.00
28 Tree Watering includes truck with
hose(s), operator and ground crew Watering of 20 trees 1 $192.00 $100.00 $120.00 $385.00 $200.00 $250.00 $360.00
29 General Labor Rate for 3 person
crew with equipment for Small
Tree Care
Per hour 1 $288.00 $100.00 $195.00 $485.00 $285.00 $150.00 $345.00
30 Tree Canopy Spraying From
Ground Level Per diameter inch 1 $8.00 $4.00 $4.00 $14.00 $15.00 $12.00 $12.00 31 Insecticide or Fungicide Trunk
Banding Per diameter inch 1 $10.00 $4.00 $4.00 $16.00 $20.00 $12.00 $12.00 32 PGR Trunk Banding Per diameter inch 1 $10.00 $5.00 $5.00 $16.00 $20.00 $12.00 $12.00 33 Insecticide or GRP Soil
Application Per diameter inch 1 $10.00 $4.00 $4.00 $16.00 $15.00 $12.00 $12.00 34 Insecticide or Fungicide Soil
Application Per diameter inch 1 $10.00 $4.00 $4.00 $16.00 $15.00 $12.00 $12.00 35 Soil Injection Fertilization
Per diameter inch 1 $9.00 $6.00 $4.00 $14.00 $10.00 $12.00 $12.00 36 Trunk Injection Insecticide/
Miticide Per diameter inch 1 $10.00 $5.00 $6.00 $28.00 $15.00 $12.00 $12.00 37 Trunk Injection Fungicide
Per diameter inch 1 $10.00 $8.00 $5.00 $30.00 $15.00 $12.00 $12.00 38 Trunk Injection Insecticide and
Fungicide Combo Per diameter inch 1 $13.00 $10.00 $10.00 $38.00 $17.00 $15.00 $12.00 39 Avermectin Class Insecticide
Injection Per diameter inch 1 $13.00 $10.00 $10.00 $45.00 $17.00 $15.00 $12.00 40 Pest Control Advisor Services Per hour
1 $96.00 $100.00 $65.00 $185.00 $115.00 $100.00 $175.00 41 Urgent Response Services,
Monday through Friday, 7am6pmPer staff hour 1 $118.00 $60.00 $90.00 $225.00 $135.00 $150.00 $155.00
42 Urgent Response Services, after
hours (6:01pm-6:59am),
Saturdays, Sundays and holidays
Per staff hour 1 $139.00 $70.00 $110.00 $325.00 $165.00 $150.00 $175.00
43 General Labor Rates for 3 person
crew with equipment Per staff hour 1 $288.00 $100.00 $195.00 $485.00 $285.00 $150.00 $345.00 44 Day rate Service Crew Boom
Truck 8 hour day including a chip
body, low decibel chipper, 1 Sr.
Tree Trimmer, 1 Trimmer and 1
Ground Person
Per staff hour 1 $288.00 $100.00 $195.00 $365.00 $225.00 $200.00 $345.00
45 Specialty Equipment Crane Per hour 1 $160.00 $100.00 $125.00 $750.00 $155.00 $150.00 $195.00 46 Specialty Equipment 95
foot aerial tower Per hour 1 $160.00 $250.00 $100.00 $425.00 $155.00 $400.00 $195.00 47 Specialty Equipment Loader or
Bobcat Per hour 1 $128.00 $50.00 $85.00 $285.00 $110.00 $250.00 $195.00 Total Bid Price $11,494.00 $8,071.00 $8,266.00 $27,612.00 $10,807.00 $14,121.00 $15,982.00 56 57
Agreement No. 32300084
58 59
60 61
Agreement 32700117 with Garcia’s Landscaping
Maintenance Inc. for On-Call Tree Maintenance
Services, Specification No. 26-86.
Brandon Lopez, Parks Division Manager
Public Works Department
Public Works and Transportation Committee, September 22, 2026 City Council, October 20, 2026
62 RECOMMENDATION 2
That the Public Works and Transportation Committee
recommend that the City Council approve and authorize the Mayor to execute an Agreement with Garcia’s Landscaping Maintenance Inc. for a five-year term, which includes options to extend, for a total not-to-exceed amount of $6,000,000 for on-call tree maintenance services.
63 RECOMMENDATION 3
That the City Council approve and authorize the Mayor to execute an Agreement with Garcia’s Landscaping
Maintenance Inc. for a five-year term, which includes options to extend, for a total not-to-exceed amount of $6,000,000 for on-call tree maintenance services.
64 BACKGROUND
• The City of Oxnard is responsible for over 41,000 trees, per the most recent tree inventory in 2026, in the parkways, medians, and parks throughout the City.
• There are currently five full-time employees in the Public Works Tree Crew to conduct and oversee a large amount of tree work, both routine and emergency.
• With the passing of Measure E in 2020, the City Council approved funding for contract tree services that include a Grid Pruning Contract and an On-Call Tree Maintenance
Services Contract.
4 65
BACKGROUND
• The Grid Pruning Contract provides cost-effective tree pruning, at bulk rates, citywide to achieve the objective of an industry-standard five-year pruning cycle for all City trees. Palm trees are pruned at least once per year.
• The On-call Tree Maintenance Services Agreement
supplements the City Tree Crew and provides additional
capacity to address emergency tree work, tree removals, stump grinding, root pruning, aesthetic pruning, work
associated with the Capital Improvement Program (CIP),
and other tree maintenance needs.
5 66
BACKGROUND
• The use of on-call services allows the City Tree Crew to remain flexible and responsive to routine maintenance,
service requests, inspections, and other priority tree
maintenance needs throughout the City.
6 67
DISCUSSION
• This Agreement for On-Call Tree Maintenance Services
provides the City with qualified contract tree maintenance services on an as-needed basis.
• These on-call services allow staff to efficiently respond to emergencies and prioritize tree work, address specialized or larger-scale projects, and supplement the Tree Crew when the volume or scope of work exceeds available resources. • The combination of the Tree Crew and the on-call services supports the City’s ongoing efforts to maintain a safe, healthy, and well-managed urban forest.
7 68
DISCUSSION
• The Special Districts Division also utilizes the tree agreements with available funding from the district that is being serviced.
• On April 20, 2026, the Purchasing Department published Request for Bid (RFB) 26-86 for the on-call tree
maintenance services. The RFB was sent directly to four potential vendors, published on PlanetBids, and posted on the City’s website, with a bid due date of May 27, 2026. • The RFB received a total of seven responsive submittals. 8 69
DISCUSSION
• Garcia’s Landscaping Maintenance, Inc. submitted the
lowest responsive bid for the On-Call Tree Maintenance
Services Agreement.
• Following the bid evaluation, procurement staff reviewed the documentation submitted by Garcia’s Landscaping
Maintenance, Inc., including verification of the required and valid licenses, review of available Occupational Safety and Health Administration (OSHA) safety information, and
verification of registration with the California Department of Industrial Relations (DIR).
9 70
DISCUSSION
• Garcia’s Landscaping Maintenance, Inc. has previously provided tree maintenance services to the City under prior on-call tree maintenance and grid pruning agreements.
• Based upon the procurement review and prior experience of providing tree maintenance services to the City, staff
believes Garcia’s Landscaping Maintenance, Inc. is capable of satisfactorily performing the services required under this Agreement.
• Therefore, staff recommends that the City Council award the On-Call Tree Maintenance Services Agreement to
Garcia’s Landscaping Maintenance, Inc.
10 71
FINANCIAL IMPACT
• The total cost for this Agreement with Garcia’s Landscaping Maintenance Inc. shall not exceed $6,000,000 for On-Call Tree Maintenance Services if all terms are extended for the full five years.
• This Agreement does not guarantee the number of on-call Task Order assignments or compensation of the
not-to-exceed amount.
• The City Council-approved Operating Budget for FY
2026-27 includes costs for these services.
11 72
FINANCIAL IMPACT
• Funding shall be provided by various Public Works
Divisions based on task orders and available
Council-approved funding.
• There are no guaranteed payment amounts to the
contractor and each division shall only pay for the approved services that are rendered.
• Funding for subsequent fiscal years will be requested through the annual budget process.
12 73
FINANCIAL IMPACT
• The costs in the new agreement represent a reduction of approximately 13%, compared to the previous agreement.
The new agreement will provide the same tree maintenance services at a lower overall per-tree cost.
13 74
QUESTIONS?
75 PUBLIC WORKS AND TRANSPORTATION COMMITTEE
AGENDA REPORT
REPORTS
AGENDA ITEM NO. D.2
DATE: September 22, 2026
TO: Public Works and Transportation Committee
FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected] SUBJECT: Agreement 32700179 with Clean Harbors Environmental Services, Inc. for On-Call Citywide Hazardous and Unknown Waste Identification, Collection, and Disposal Services.
RECOMMENDATION
That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with Clean Harbors Environmental Services, Inc. for a five-year term, which includes options to extend, for a total not-to-exceed amount of $1,197,000 for citywide hazardous waste identification, collection, and disposal services.
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/wvadZAKLENo
BACKGROUND
The following Public Works Department Divisions routinely encounter various types of hazardous waste and unknown hazardous materials as a result of their day-to-day operations: Parks, Streets, Fleet, Facilities, Wastewater, Environmental Resources, Special Districts, and Water.
Hazardous materials are defined and regulated under California Code of Regulations (CCR) Title 22 and Code of Federal Regulations (CFR) Title 49. A hazardous material is any substance that, if not properly controlled during handling, storage, manufacture, processing, packaging, use, disposal, or transportation, may pose an unreasonable risk to the health and safety of employees, the public, or the environment. Hazardous materials may exist in the form of gases, liquids, solids, or combinations of these physical states.
A specialized hazardous waste disposal service is necessary to safely manage unknown waste and hazardous materials encountered by Public Works staff. City employees are not formally trained nor do they have the equipment to handle hazardous waste. These materials must be properly identified, characterized, packaged, labeled, transported, and disposed of in accordance with applicable regulatory requirements and established safety procedures. Unknown materials may require additional testing or identification before an appropriate disposal method can be determined.
This specialized process differs from the City’s routine disposal operations conducted through the Environmental Resources Division. Accordingly, a qualified hazardous waste service provider is recommended to ensure unknown or potentially hazardous materials are properly managed and disposed of while minimizing risks to employees, the public, and the environment.
76 DISCUSSION
Public Works Department personnel frequently encounter unknown hazardous materials in the public right-ofway for which they lack the specialized training, equipment, and designated outlets required for safe disposal.
To address these challenges, contracted vendor services are required both for emergency responses, such as vehicle accidents and fires, and for routine hazardous waste management. Beyond handling waste generated at Public Works facilities, the vendor will manage burned or abandoned vehicles, hazardous roadway spills, and illegally dumped materials in the public right-of-way. These duties encompass testing and substance identification, proper labeling, documentation, and transportation to authorized facilities for recycling, reuse, or reclamation.
The selected vendor shall furnish all necessary labor, materials, supplies, and specialized equipment required to perform these essential services. This includes comprehensive cleaning and remediation efforts following hazardous spills, vehicular accidents, or other unanticipated incidents. Furthermore, the provider must demonstrate the capacity for rapid mobilization, responding to urgent emergency calls within a two hour window and addressing non-emergency requests within 24 hours.
Following a review by the City's Purchasing Department, it has been determined that On-Call Hazardous Waste Identification, Collection, and Disposal Services are accessible via the Omnia Partners Cooperative Contract No. 2023.003935. Consequently, the City intends to secure these specialized services through Clean Harbors Environmental Services, Inc. (Clean Harbors) Environmental Services, Inc., utilizing this cooperative agreement, which serves as a regulatory-compliant alternative to a dedicated competitive bidding process.
The Omnia Partners Cooperative Contract No. 2023.003935 was competitively solicited through the cooperative purchasing process and provides for hazardous waste identification, collection, transportation, and disposal services consistent with the City’s operational needs. The Purchasing Department has confirmed that the awarded contractor is able to provide the services required by the City under the terms and conditions of the cooperative contract.
Staff has reviewed the available procurement documentation and determined that utilizing the Omnia Partners Cooperative Contract No. 2023.003935 with Clean Harbors Environmental Services, Inc. is an appropriate and efficient procurement method for these services. The cooperative contract allows the City to obtain the required services while utilizing an established, competitively procured agreement and avoiding the time and administrative costs associated with conducting a separate solicitation.
A comparison of the proposed Clean Harbors rates under OMNIA Partners Cooperative Contract No. 2023.003935 with rates from the previous vendor indicates that Clean Harbors offers lower rates for several key labor services. Using the 2026 Tier 3 California rates, Clean Harbors provides favorable pricing for chemist and cleaning services, as well as for several waste streams, including paint, non-hazardous solid waste, and certain oil/specification waste. Some waste streams are classification-specific or priced case-by-case and are therefore not directly comparable. Overall, the proposed agreement provides the City with competitive and favorable pricing while maintaining access to comprehensive hazardous waste identification, collection, transportation, and disposal services.
The following table summarizes Public Works’ historical spending with its previous service provider:
77 Fiscal Year Spending Time Period
2024 $42,903.60 8 months
2025 $125,406.98 12 months
2026 $181,708.96 12 months
2027 $5,780.30 4 months
STRATEGIC PRIORITIES
This agenda item is a routine operational item or does not relate to the five strategic priorities adopted by City Council on April 30, 2026.
FINANCIAL IMPACT
The cost for this Agreement with Clean Harbors Environmental Services, Inc. shall not exceed $1,197,000 over the five-year term, if all years are extended. The estimated spending plan in Fiscal Year 2026-27 is $179,550 commencing October 21, 2026. Sufficient appropriations are included in the Adopted FY 2026-27 Operating Budget. Funds for subsequent fiscal years will be requested during the annual budget process for the City Council’s consideration.
78 Estimated Spending Plan
Division
FY27
9 months
FY28
12 months
FY29
12 months
FY30
12 months
FY31
12 months
FY32
3 months TOTAL
ER
(6313630-53200) $ 750 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 250 $ 5,250 Fleet
(7413750-53200) $ 9,000 $ 12,000 $ 12,000 $ 12,000 $ 12,000 $ 3,000 $ 63,000 Facilities
(7353740-53200) $ 18,750 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 6,250 $ 131,250 Parks
(1013301-53200) $ 11,250 $ 15,000 $ 15,000 $ 15,000 $ 15,000 $ 3,750 $ 78,750 Streets
(1043401-53200-
M1101) $ 75,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000 $ 25,000 $ 525,000 Special Districts
(20003801-
53200) $ 7,500 $ 10,000 $ 10,000 $ 10,000 $ 10,000 $ 2,500 $ 52,500 Streets Landscape
(1013304-53200) $ 11,250 $ 15,000 $ 15,000 $ 15,000 $ 15,000 $ 3,750 $ 78,750 Wastewater
(6113614-53200) $ 7,500 $ 10,000 $ 10,000 $ 10,000 $ 10,000 $ 2,500 $ 52,500 Water
(6013600-53200) $ 26,250 $ 35,000 $ 35,000 $ 35,000 $ 35,000 $ 8,750 $ 183,750 Water
(6013605-53200) $ 3,750 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 1,250 $ 26,250 Various
$ 8,550 $ 11,400 $ 11,400 $ 11,400 $ 11,400 $ 2,850 $57,000 Total
$ 179,550 $ 239,400 $ 239,400 $ 239,400 $ 239,400 $ 59,850 $ 1,197,000 Prepared by: Brian Yanez, Assistant Public Works Director, Philip Schwieder, Streets Division Manager
ATTACHMENTS
1. Agreement 32700179
2. Previous Agreement Rate Schedule
3. Presentation
79 ADOPTION AGREEMENT
This Adoption Agreement (this "Adoption Agreement") is entered into this day of , 202 (“Effective Date”) by and between ("Customer"),
and Clean Harbors Environmental Services, Inc. (“Company”). (individually a “Party” and collectively the “Parties”).
WHEREAS, Company and the University of California (“UC”) are parties to Purchasing Agreement # dated December 1, 2023, as amended (the “Master Agreement”) for UC Systemwide Hazardous and Medical Waste.
WHEREAS, the Master Agreement allows for participating agencies to sign supplemental agreements with the Company substantially based on the terms and conditions of the Master Agreement. The Customer and Company desire to enter into a new, separate agreement with the same terms and conditions as the UC Agreement, except as expressly modified herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:
1. Adoption. Customer and Company hereby adopt the Master Agreement. As of the Effective Date, this Adoption Agreement shall create a new, separate agreement between Customer and Company that contains the same terms and conditions as the Master Agreement, except as expressly modified herein.
2. Acknowledgements. The Parties acknowledge and agree that: (a) the Master Agreement is incorporated by reference to this Adoption Agreement, and the rights and obligations under this Adoption Agreement take order of precedence and shall survive the expiration of the Master Agreement; (c) UC is not a party to this Adoption Agreement; (d) the applicable rights, obligations and liabilities of Customer under this Adoption Agreement shall be solely those of Customer; and (e) U C shall not be responsible for any obligations or liabilities of Customer under this Adoption Agreement, and Customer shall not be responsible for any obligations or liabilities of UC under the Master Agreement. Under no circumstances shall Customer and UC be jointly or severally liable for the obligations of the other.
3. Term. The term of this Adoption Agreement will commence on the Effective Date and will remain in full force and effect until terminated in accordance with the termination provisions defined in the Master Agreement, except as expressly modified herein or hereafter.
4. Notices; Invoices. Notices under this Adoption Agreement shall be sent to the following address, which may be updated from time to time by means of a written notification delivered in accordance with the Master Agreement:
City of Oxnard
Agreement No. 32700179
80 Docusign Envelope ID: 5C346096-C186-8A4A-801 C-A52C5905B4D9 [1!a�b9J3 Agreement No. 32700179
If to Customer:
City of Oxnard
3 00 West Third Street
Oxnard, California 93030
If to Company:
Clean Harbors
42 Longwater Drive
Norwell, MA 02061
Attn: General Counsel, Urgent Contract Matter
5. Capitalized Terms: Conflicts. All capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Master Agreement. In the event of a direct or implied conflict between the terms and conditions of this Adoption Agreement and the Master Agreement, the terms and conditions of this Adoption Agreement shall control. All references to UC in the Master Agreement will be deemed to refer to Customer.
6. Agreement: Amendment. This Adoption Agreement including the incorporated Master Agreement, constitutes the entire agreement between Customer and Company.
Except as otherwise stated above, this Adoption Agreement may only be amended in a writing signed by both Parties.
7. Counterparts: Electronic Signatures. Customer and Company warrant and represent that the individuals signing on behalf of each party are authorized to bind the respective parties. This Adoption Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same document. The parties agree that this Adoption Agreement and all other documents may be electronically signed and/or executed and delivered by facsimile, electronic mail, or other electronic means, any of which shall be considered an original, and that the electronic signature appearing on this Adoption Agreement and related documents are the same as original handwritten signatures for all purposes.
CITY OF OXNARD CLEAN HARBORS ENVIRONMENT AL
SERVICES, INC.
Signature
Libertad Macias
Print Name
Purchasing Manager
Title
�
APPROVED AS TO FORM:
_flv
City Attorney C\ ( I l.\ l ?Ap
,1 [•\�"'"'"' t..cao.
Signature
Marc McReynolds
Print Name
Senior Vice President
Title
____________
Date
___________
Date
________________________
Luis A. Mc Arthur, Mayor
ATTEST:
_________________________
Lourdes A. López, City Clerk
81 Issued By: The Regents of the University of California RFP ID: UC Systemwide Hazardous and Medical Waste | 003101-Mar2023 RFP Modules: Projects, Brokers, and Incinerators
RFP Date: April 7, 2023
RFP Contact: Reynaldo Cano-Boza | Senior Commodity Manager The University of California Procurement Services
Office of the President | 1111 Franklin Street | Oakland CA 94607-5200 The information contained in this Request for Proposal (RFP) is confidential and proprietary to the University of California and is to be used by the recipient solely for the purpose of responding to this RFP.
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TABLE OF CONTENTS
REQUEST FOR PROPOSAL (RFP) EVENT AND PROCESS SUMMARY ........................ 4 SECTION I: ORGANIZATIONAL CONTEXT ...................................................... 4
1.1 University of California .............................................................................................................. 4
1.2 OMNIA Partners – National Program ..................................................................................... 6 SECTION II: Purpose & Objectives of the RFP............................................... 8
2.1 RFP Objectives .......................................................................................................................... 8
2.2 Issuing Office and Communications Regarding the RFP .................................................... 8 SECTION III: SCOPE OF SERVICES.................................................................... 9
3.1 General Scope ........................................................................................................................... 9
3.2 Agreement Term ...................................................................................................................... 10 SECTION IV: RFP REQUIREMENTS & PROPOSAL SUBMITTAL
INSTRUCTIONS ............................................................................................... 11
4.1 Timeline ..................................................................................................................................... 11
4.2 Pre-proposal conference ........................................................................................................ 11
4.3 Intent to Respond to RFP ....................................................................................................... 12
4.4 Addenda to the RFP ................................................................................................................ 12
4.5. Method of Submission............................................................................................................. 12
4.6 Proposal Submission Process ............................................................................................... 12
4.7 Superfluous Materials ............................................................................................................. 13
4.8 Collusion .................................................................................................................................... 13
4.9 Late Proposals ......................................................................................................................... 13
4.10 Supplier Questions .................................................................................................................. 13
4.11 Proposal Preparation Costs ................................................................................................... 13
4.12 Proposal Validity Period .......................................................................................................... 14
4.13 Errors and Omissions .............................................................................................................. 14
4.14 General Conditions .................................................................................................................. 14
4.16 OMNIA Partners Response for National Cooperative contract ........................................ 14 SECTION V: PROPOSAL EVALUATION AND AGREEMENT AWARD . 16
5.1 Most Responsive and Responsible Supplier ....................................................................... 16
5.2 Best Value ................................................................................................................................. 16
5.3 Investigations ............................................................................................................................ 16
5.4 Right to Reject .......................................................................................................................... 16
5.5 Waiver ........................................................................................................................................ 17
5.6 Right to Award .......................................................................................................................... 17
5.7 Agreement Award .................................................................................................................... 17 Agreement No. 32700179
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5.8 Right to Interview ..................................................................................................................... 17
5.9 Right to Negotiate and Withdraw ........................................................................................... 17
5.10 Multi-Phased Initiative ............................................................................................................. 17
5.11 Pricing and Incentives ............................................................................................................. 18
5.12 No Mandatory Use ................................................................................................................... 18
5.13 Exclusions ................................................................................................................................. 18
5.14 Offshoring of Services ............................................................................................................. 19
5.15 Disclosure of Records/Confidentiality of Information ......................................................... 19
5.16 Specifications and Exceptions ............................................................................................... 19 Agreement No. 32700179
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REQUEST FOR PROPOSAL (RFP) EVENT AND PROCESS SUMMARY
SECTION I: ORGANIZATIONAL CONTEXT
1.1 University of California
The University of California (UC), one of the largest and most acclaimed institutions of higher learning in the world, is dedicated to academic excellence in teaching, research, health care and public service. Since the opening of its first campus in 1868, the University of California system has been committed to responsible stewardship of its resources, education and innovation for the public good. The UC has approximately 285,000 undergraduate and graduate students, a workforce of 216,000, and encompasses ten campuses, six academic health centers, four law schools, a statewide Division of Agriculture and Natural Resources and is also involved in the operation and management of three national laboratories for the U.S. Department of Energy (DOE), as further detailed herein:
Ten Campuses: UC Berkeley, UC Davis, UC Irvine, UC Los Angeles, UC Merced, UC Riverside, UC San Diego, UC San Francisco,
UC Santa Barbara, UC Santa Cruz.
Six Health Centers: UC Davis, UC Irvine, UC Los Angeles, UC Riverside, UC San Diego, UC San Francisco.
The UC Office of the President: a central systemwide headquarters with offices primarily located in Oakland and Sacramento, California, and teaching/administrative offices in Washington, D.C.
The Division of Agriculture and Natural Resources: a statewide research and public service organization that serves a large and diverse agricultural community.
The division collaborates on research with all campuses, and conducts studies at nine research and extension centers and on private land in cooperation with California producers. In addition, research and educational programs are conducted in each of the state’s 58 counties.
UC Hastings College of Law
Lawrence Berkeley National Lab: owned by the Federal Government but managed by the University of California.
Additional centers and offices as further detailed at:
http://www.universityofcalifornia.edu/uc-system/parts-of-uc Any awarded Agreement(s) will be available to all current and future locations of the University of California and its Affiliates.
UC Procurement Services
UC Procurement Services is the centralized procurement/supply chain hub for the University of California. UC Procurement Services develops and implements systemwide supply chain strategies and policies that leverage UC's purchasing power to optimize systemwide spend.
UC Procurement Services coordinates with the entire UC system to establish systemwide agreements for goods and services that are commonly purchased at UC locations. UC systemwide agreements are created through a competitive RFP and award process that considers Agreement No. 32700179
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the business requirements and policies of the University, along with the quality and price of goods and services.
UC Procurement Services also acts as a lead agency for OMNIA Partners (see Section 1.2 below) to create a portfolio of competitively bid contracts that benefit from the scale of UC's purchasing power. UC Procurement Services’ broad range of contracts can be used by UC campuses, other higher education institutions, K-12 education systems, local and state government and nonprofit agencies nationwide.
UC Sustainable Practices Policy
The University of California, as part of its commitment to sustainability and in alignment with its mission of teaching, research and public service will maximize its procurement of sustainable products and services, within the constraints of research needs and budgetary requirements and in compliance with all applicable rules, regulations and laws. The UC values the health and wellbeing of its students, staff, faculty, visitors, and suppliers, and seeks to provide healthy and accessible conditions for the communities it serves, as well as those throughout its supply chain.
As such, goods, services, and supply chain impacts to health and wellbeing will be considered as fundamental factors when making procurement decisions. Where functional alternatives to harmful products and/or services exist, they will be strongly preferred. i. Corporate Social Responsibility (CSR) monitoring platform To better assess our supply chain impacts, we conduct assessments of our supplier’s Corporate Social Responsibility (CSR) performance using the EcoVadis CSR monitoring platform (https://www.ecovadis.com/). This platform combines CSR assessment best practices and data management tools that allow organizations to demonstrate CSR management and performance. Suppliers responding to this RFP are invited to participate in an assessment through the EcoVadis platform. The supplier’s acceptance and participation in this CSR assessment requires the company to agree to share their scorecard with UC. The CSR assessment of each supplier will be managed through the EcoVadis online platform, and will focus on four main themes: Environment, Labor Practices & Human Rights, Fair Business Practices and Sustainable Procurement. ii. Packaging Requirements Packaging for all products procured by UC must be designed, produced, and distributed to the end user in a sustainable manner. The UC requires that all packaging be compliant with the Toxics in Packaging Prevention Act (AB 455) 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. Also, UC requires all packaging meet at least one of the criteria listed below: • Uses bulk packaging • Uses reusable packaging (e.g. totes reused by delivery service for next delivery) • Uses innovative packaging to reduce the weight of packaging, reduce packaging waste, or utilizes packaging that is a component of the product • 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
• Uses locally recyclable or certified compostable material.
The UC prohibits the sale, procurement, or distribution of expanded plastic foam materials (such as Expanded Polystyrene (EPS), Expanded Polyethylene (EPE), Expanded Polyurethane, and expanded plastic foam hybrids) in all packaging other than for medical or laboratory goods where there is no alternative.
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iii. Environmental Marketing Claims:
The UC requires all sustainability related purchasing claims to be supported with UC recognized certifications and/or detailed information on proven benefits, durability, recycled content, and recyclability properties, in accordance with the Federal Trade Commission’s (FTC) Green Guides for the use of environmental marketing claims.
1.2 OMNIA Partners – National Program
The University of California, as the Principal Procurement Agency, defined in Exhibit A, has partnered with OMNIA Partners, Public Sector (“OMNIA Partners”) to make the resultant contract (also known as the “Master Agreement” in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The 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 “Participating Public Agency”) and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of a Master Intergovernmental Cooperative Purchasing Agreement, a form of which is attached hereto as Exhibit C, or as otherwise agreed to. Exhibit A contains additional information about OMNIA Partners and the cooperative purchasing program.
OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners public sector subsidiaries and affiliates, National IPA and U.S. Communities, our participants now have access to more competitively solicited 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 government, higher education, K-12 education and non-profits.
OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. 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. Participating Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Supplier benefits from a contract that generally allows Participating Public Agencies to directly purchase goods and services without the Supplier's need to respond to additional competitive solicitations. As such, the Supplier must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Supplier and respond to the OMNIA Partners documents (Exhibits A through G).
The University of California anticipates spending approximately $160,000,000.00 over the full potential Master Agreement term for hazardous and medical waste goods and services. While no minimum volume is guaranteed to the Supplier, the estimated annual volume of hazardous and medical waste goods and services purchased under the Master Agreement through OMNIA Partners is approximately $50,000,000.00. This projection is based on the current annual volumes among the other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Agreement No. 32700179
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Public Agencies through a coordinated marketing approach between the Supplier and OMNIA Partners.
The goal of this RFP is to establish a national contract(s). If Supplier is unable to propose a national program due to conflicts with legal obligations or coverage area, Supplier may indicate so and propose a regional or direct solution. The UC will evaluate responses in their entirety, may require patronage fees for direct solutions and determine award based on the most advantageous proposal.
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SECTION II: Purpose & Objectives of the RFP
2.1 RFP Objectives
The UC invites qualified and responsible Suppliers to prepare and submit proposals to this Request for Proposal (RFP) for Hazardous and Medical Waste Good and Services (together, the “Goods and Services) all in accordance with Federal and State of California laws and the requirements of UC as further detailed in this RFP. The UC has partnered with OMNIA Partners to make the resultant agreement a national cooperative agreement which public agencies across the country will be able to utilize.
The overall objective of this RFP is to select Hazardous and Medical Waste Supplier, or multiple Suppliers, to assist UC, and national participating agencies, in obtaining the best, most costeffective Goods and Services of the highest quality and standards. Qualified Suppliers are invited to submit proposals, based on the information provided in this RFP with the intent to establish a business alliance with UC and OMNIA Partners, that will maximize the resources of both organizations to meet the needs of UC and national participating agencies most effectively.
Historically, UC systemwide annual spend for hazardous and medical waste has been approximately $16 million each year for the last two (2) fiscal years.
There are no minimum or maximum guarantees in this RFP. However, based on the total UC historical spend, the Supplier shall provide the best pricing for this RFP in Goods and/or Services.
2.2 Issuing Office and Communications Regarding the RFP This RFP, and any subsequent addenda to it, is being issued by UC Procurement Services on behalf of the University of California. UC Procurement Services is the sole point of contact regarding all procurement and contractual matters relating to the requirements described in this RFP. UC Procurement Services is also the only office authorized to change, modify, clarify, etc., the specifications, terms, and conditions of this RFP and any Agreements(s) awarded as a result of this RFP.
Suppliers are not permitted to communicate with any UC employee regarding this solicitation during the period between the RFP issue date and the announcement of awards, unless authorized by UC Procurement Services sole point of contact named below.
All communications, including submission of RFP response and any requests for clarification concerning this RFP, must be submitted via the Discussion Forum section of this RFP within CalUsource, the University of California supplier registration and sourcing web system as further detailed herein.
If a Supplier is found to be in violation of this provision, the UC reserves the right to disqualify that Supplier from further consideration.
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SECTION III: SCOPE OF SERVICES
3.1 General Scope
The UC Systemwide Hazardous and Medical Waste RFP will include multiple waste subcategories.
The Hazardous Waste Stream includes the following subcategories:
- Lab Pack
- Mercury Solutions
- Mercury Debris
- Consolidated Liquids and Solids
- Empty Contaminated Drums
- Gas Cylinders
- Potential Explosive Chemicals
- PCBs
- Oils and Automotive Fluids
- Light Bulbs
- Electronics
- Batteries
- Paints
- Asbestos
- Rental Equipment
- Supplies
- Pesticides
- Soils
The Medical Waste Stream includes the following subcategories:
- Regulated (Incineration)
- Regulated (Autoclave)
- Pathological
- Pharmaceutical
- Chemotherapy (Vendor Supplied Container)
- Chemotherapy (UC Supplied Container)
Brokers and incinerator suppliers need to provide pricing submission for half and full pack as well as alternative unit of measure options. If the supplier(s) are bidding containers, please note the maximum pound capacity for each container type.
Bidders need to submit goods and services pricing information in the Projects Module.
The RFP will be reviewed and evaluated by the Hazardous Waste Action Group (HWAG), the Environmental, Health, and Safety (EH&S) Leadership Council, and UC Systemwide Procurement.
Although this section reflects the needs and requirements of UC, OMNIA Partners Participating Agencies may have different requirements. The awarded Supplier will have the ability to offer their hazardous and medical waste of goods and/or services nationally. OMNIA Partners Participating Agencies may sign a supplemental or usage agreement with the awarded Supplier substantially based on the terms and conditions of the UC Agreement. Participating Agencies may elect to negotiate certain terms to conform to their purchasing and contracting requirements.
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UC also recognizes that information technologies and services are rapidly evolving and advancing, and that Suppliers may be testing new technologies or developing new services that are not yet available to the public at the time of RFP response. Once these technologies are generally available, UC desires to have the ability to amend the Agreements awarded under this RFP to include these new technologies or service offerings at UC's sole and absolute discretion.
3.2 Agreement Term
The term of the Agreement shall commence upon execution of the Agreement and will be for a period of 5 years (the “Initial Term”) with 5 optional one (1) year extensions (the “Renewal Terms”), at the sole discretion of the UC, for a total of 10 years. Category discounts shall remain firm for the Initial Term and all Renewal Terms of any Agreement which may be awarded pursuant to this RFP. All pricing must be verifiable and auditable from the date of the contract award.
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SECTION IV: RFP REQUIREMENTS & PROPOSAL SUBMITTAL
INSTRUCTIONS
4.1 Timeline
Suppliers interested in submitting proposals in response to this RFP should do so according to the schedule in the Timelines section in the CalUsource portal, tabulated below. A Supplier may be disqualified for failing to adhere to the dates and times for performance specified in the portal. All times are Pacific Time Zone and dates are subject to change at the sole discretion of the UC.
RFP Activity Date
RFP Issuance April 7th
Pre Proposal Conference April 19th 3 p.m. PT
Supplier Questions and Clarifications April 26th 5 p.m. PT UC Response to Supplier Questions May 3rd
RFP Response Due by May 12th 5 p.m. PT
The UC reserves the right to modify the above schedule of events in the Timelines section for this RFP in the CalUsource portal and make changes to other provisions in this RFP.
4.2 Pre-proposal conference
A pre-proposal virtual conference will be held on April 19, 2023 from 3 p.m. to 4 p.m. PT, via Zoom. The Zoom link is https://UCOP.zoom.us/j/4117029660?from=addon Meeting ID: 411 702 9660
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Meeting ID: 411 702 9660
Find your local number: https://UCOP.zoom.us/u/acbRyy0yWZ The purpose of this conference will be to clarify the contents of this RFP to prevent any misunderstanding of the RFP, as well as provide Suppliers the opportunity to ask questions about the RFP, OMNIA program, and UC’s requirements. Attendance at the pre-proposal conference is highly recommended for Suppliers who intend to submit a proposal. Attendance at the conference is limited to two representatives from each participating company. Please contact the RFP Commodity Manager by email at [email protected] for Zoom meeting instructions.
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Any changes to the pre-proposal conference call requirements are at the sole discretion of the University.
4.3 Intent to Respond to RFP
Suppliers must confirm their intent to respond to this RFP by confirming their participation in CalUsource.
4.4 Addenda to the RFP
Any changes, additions, or deletions to this RFP will be in the form of written addenda issued by UC via the CalUsource portal. Any addenda to this RFP will be distributed to all participating Suppliers via the CalUsource portal. The UC will not be responsible for failure of any prospective Supplier to receive such Addenda. All Addenda will become part of the RFP.
4.5. Method of Submission
Proposals in response to this RFP must be submitted online using CalUsource no later than the time and due date stated in the Timelines section in CalUsource portal. No mailed, telephone, emailed, facsimiled, or late proposals will be considered. Responses will take time to enter into the CalUsource portal. It is highly recommended that Suppliers review the Supplier Resources at https://CalUsource.net/supplier-resources/ for guidance on how to navigate and use CalUsource. Supplier’s inability to enter their response into the CalUsource portal will not be accepted as a reason for a late response.
For questions about CalUsource, please contact UC Procurement Support at [email protected]. For technical issues, contact GEP Support: 1-732-428-1578 or [email protected]. Please identify yourself as registering in the University of California network.
4.6 Proposal Submission Process
Suppliers must provide a complete, straightforward, concise response to all Guidelines, Questionnaires, Price Sheets, and any other information requested in the RFP as detailed in the CalUsource portal. Suppliers warrant that all information provided is true and accurate. The submission of false, inaccurate, or otherwise misleading information may be grounds for disqualification from the RFP process, as well as jeopardize Supplier’s eligibility to participate in future UC business.
4.6.1 Guidelines This is a prerequisite section for accessing the complete RFP package. Suppliers must read and follow the instructions for each of the following Guidelines documents. 1) UC Systemwide Hazardous and Medical Waste_003101-Mar2023_Brokers and Incinerators
Note: Small Business read RFP description in the Attachment Section. 2) Purchasing Agreement 10.1.19
3) Statement of Work – Standard Template
4) UC Terms and Conditions of Purchase, dated Revised 12 14 21 5) UC Sustainability Requirements
6) OMNIA Partners – Exhibit A, B to H
7) UC Pricing Sheets
8) Mock Lab Pack Exercise-List of Chemicals for lab 2023 Agreement No. 32700179
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4.6.2 Questionnaires
This section contains a set of questionnaires, and Suppliers are required to respond to all questionnaires listed below. Your responses will be evaluated and graded. 9) Business Structure
10) General and Technical Capabilities
11) Customer Training/Customer Service
12) OMNIA Questionnaire
13) Operations / Staffing
14) Permits and Licenses
15) Safety / Compliance
16) UC Sustainability / Diverse Suppliers
17) Value-Add Services
4.6.3 Price Sheets The section includes the pricing sheets. Suppliers are required to follow the instructions for pricing submission.
4.6.4 Attachments
Attachments will not be accepted unless requested by UC. For Questions requiring attachments requested by UC, please label the attachments with your company name so evaluators can easily find the referenced attachment. Attachment Naming Convention example is provided below:
Questionnaire title_ Q #
E.g. Supplier Information_Q#3
4.7 Superfluous Materials
Supplier must not provide superfluous materials such as marketing materials or website links in response to, or in lieu of, specific responses to the questions herein, and may be disqualified for providing superfluous materials.
4.8 Collusion
Collusion among Suppliers is not allowed. If there is proof of collusion among Suppliers, all proposals involved in the collusive action will be rejected.
4.9 Late Proposals
Late proposals will not be accepted unless it is UC’s determination that UC’s technical issues or other similar issues are responsible for the delay or failure.
4.10 Supplier Questions
Each Supplier is expected to exercise their best professional independent judgment in analyzing the requirements of this RFP to determine whether additional clarification is necessary or desirable before responding. If there are discrepancies in, omissions to, or questions about the information provided in the RFP or by any other source, a request must be submitted via the CalUsource “Discussion Forum” by the stated deadline. Responses to individual Supplier questions will be made available via the CalUsource “Discussion Forum” to all Suppliers that confirm their intent to participate in this RFP.
4.11 Proposal Preparation Costs
All costs incurred in the preparation and submission of the proposals and related documentation, including Supplier’s presentations, interviews, demonstrations, and provision of the Services to UC for independent testing purposes, will be borne by the Supplier.
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4.12 Proposal Validity Period
All Proposals shall remain available for UC acceptance for a minimum of one-hundred and twenty (120) days following the RFP closing date.
4.13 Errors and Omissions
If the Supplier discovers any discrepancy, error, or omission in this RFP or in any of the attached documents, UC shall be notified immediately, and a clarification/notification will be issued to all Suppliers who have access to this RFP. No Supplier will be entitled to additional compensation for any error or discrepancy that appears in the RFP where UC was not notified and a response provided. All Addendums of Clarification will be distributed to the Proposal Participants via the CalUsource portal.
4.14 General Conditions
Please note the following requirements regarding this RFP:
4.14.1 Information and data distributed from UC to participating suppliers is to be used by the supplier solely for the purposes of responding to this RFP and cannot be used for any other purpose.
4.14.2 The initial proposals will be considered binding. Financial negotiations will continue throughout the evaluation process; however, suppliers’ original financial proposals are binding.
4.14.3 Additional information may be solicited and accepted during the evaluation process.
Modifications or corrections of oversights to the original proposal may be allowed at UC’s sole discretion; however, UC cannot guarantee that revised proposal elements will be accepted.
4.14.4 Supplier must operate within the guidelines of all federal, state, and local labor laws and codes. Supplier must possess all trade, professional or business licenses as may be required by the work contemplated by this RFP.
4.16 OMNIA Partners Response for National Cooperative contract
4.16.1 Line of Business (LOB) Offering
Within the National Program, each Supplier awarded an item under this solicitation may offer their complete product and service offering / Line of Business (LOB). Pricing for complete product and service offering / LOB items will be determined by a percentage discount reduced from the Supplier’s current published MSRP (as defined in the RFP).
The pricing percentage discount offered must be entered on the LOB in the applicable price sheet(s) in the Supplier’s response. The Participating Agency reserves the right to accept or reject any or all LOB items offered. Additionally, The University of California reserves the right to either accept or reject either the full or a partial product offering of LOB items for use within the UC system from awarded suppliers.
4.16.2 Federal Funds
Due to products and services potentially being used in response to an emergency or disaster recovery situation in which federal funding may be used, provide alternative pricing that does not include ‘cost plus a percentage of cost’ or pricing based on time and materials. If time and materials is necessary, a ceiling price that the contract exceeds at its own risk will be needed. For goods and services provided in a situation where an Agreement No. 32700179
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agency is eligible for federal funding, Supplier is subject to and must comply with all federal requirements applicable to the funding including, but not limited to, the FEMA Special Conditions section located in the Federal Funds Certifications Exhibit.
4.16.3 Special Offers and/or Promotions
In addition to decreasing prices for the balance of the Agreement term due to a change in market conditions, Supplier may conduct sales promotions involving price reductions for a specified lesser period. Supplier may offer Participating Agencies competitive pricing which is lower than the not-to-exceed price set forth herein at any time during the Contract term and such lower pricing shall not be applied as a global price reduction under the Contract.
4.16.4 Exhibit A- Response for National Cooperative contract Include a detailed response to Exhibit A – OMNIA Partners Response for National Cooperative Contract included in the OMNIA Questionnaire. Responses should highlight experience, demonstrate a strong national presence, and describe how Supplier will educate its national sales force about the contract. Supplier should also describe how products and services will be distributed nationwide and include a plan for marketing the products and services nationwide, as well as describe how volume will be tracked and reported to OMNIA Partners.
The successful Supplier will be required to sign Exhibit B – OMNIA Partners Administration Agreement. Suppliers should have any reviews required to sign the document prior to submitting a response. Supplier’s response should include any proposed exceptions to the OMNIA Partners Administration Agreement Agreement No. 32700179
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SECTION V: PROPOSAL EVALUATION AND AGREEMENT AWARD
5.1 Most Responsive and Responsible Supplier
Any Agreements(s) resulting from this RFP will be awarded to the most responsive and responsible Supplier(s) whose proposal, in UC’s opinion, offers the greatest benefit to UC when considering the total value, including, but not limited to, the quality of the Services, and total cost (including prompt payment discounts, available volume discounts, and other elements of value to the UC). A responsive and responsible Supplier is one whose offer satisfies the requirements of this RFP, is considered capable of performing, and is otherwise eligible and qualified to perform in the manner stated in this RFP.
5.2 Best Value
Proposals will be evaluated by the UC using a Best Value evaluation methodology which is the most advantageous balance of price, quality, service, performance and other elements as defined by the University, achieved through methods in accordance with Public Contract Code Section 10507.8 and determined by the following objective performance criteria that may include technical capabilities, financial capabilities, past experience, quality control, price, life-cycle costs, sustainable offerings and practices, supplier diversity and National program requirements. The UC Evaluation team will examine each proposal to determine through the application of uniform criteria the ability of each Supplier to meet the UC’s specifications. For the purposes of this RFP, Supplier responses will be evaluated using the following criteria:
Criteria Weight
BUSINESS STRUCTURE 5%
GENERAL AND TECHNICAL CAPABILITIES 16%
CUSTOMER TRAINING / CUSTOMER SERVICE 8%
OMNIA QUESTIONNAIRE 5%
OPERATIONS / STAFFING 7%
PERMITS / LICENSES 8%
PRICING 25%
SAFETY/COMPLIANCE 8%
UC SUSTAINABILITY / DIVERSE SUPPLIERS 15%
VALUE-ADD SERVICES 3%
TOTAL 100%
5.3 Investigations
The UC may request additional information either from the Supplier or others, utilize site visits, Supplier presentations, interviews, sandbox testing, and make any other investigations as it deems necessary to verify the Supplier’s qualifications and ability to successfully meet the requirements of this RFP. The UC also reserves the right to obtain Dun & Bradstreet reports or similar independent reports for further indications of the Supplier’s ability.
5.4 Right to Reject
The UC reserves the right to reject any proposal in which the information submitted fails to satisfy UC and/or the Supplier is unable to provide the information or documentation within the period requested. Any submitted proposal that does fails to comply with the requirements of this RFP will Agreement No. 32700179
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be considered non-responsive and will not be evaluated or eligible for award of any subsequent contract.
5.5 Waiver
The UC may waive irregularities in a proposal if UC judges that such action will not negate fair competition and will permit proper comparative evaluation of Proposals submitted. The UC’s waiver of an immaterial deviation or defect shall in no way modify the RFP documents or excuse the Supplier from full compliance with the RFP specifications in the event the Agreement is awarded to that Supplier.
5.6 Right to Award
The UC reserves the right to award an Agreement to Supplier(s) if deemed to be in the best interests of UC, solely at the discretion of UC. The UC reserves the right to accept or reject any or all proposals, make more than one award, split the award or make no award. The UC also reserves the right to award any number of local or national Agreement(s) at the same time.
5.7 Agreement Award
Any contract awarded pursuant to this RFP will include the requirements and specifications in the RFP, as well as the contents of the proposal response as accepted by UC and will be in writing.
5.8 Right to Interview
The UC reserves the right to conduct interviews with some or all of the suppliers at any point during the evaluation process. However, UC may determine that interviews are not necessary. In the event interviews are conducted, information provided during the interview process shall be taken into consideration when evaluating the response.
5.9 Right to Negotiate and Withdraw
The UC’s selection may be made based on initial proposals or UC may elect to negotiate with Suppliers selected as finalists. The UC reserves the right to negotiate the modification of proposed prices and/or terms and conditions with the Supplier offering the best value to the UC prior to the execution of an Agreement. Additionally, UC reserves the right to withdraw this RFP at any time.
5.10 Multi-Phased Initiative
This Initiative will consist of the following separate phases:
5.10.1 Phase I: Prerequisites
Supplier must acknowledge and agree to all requirements of the RFP as outlined in the Guidelines section in CalUsource before advancing in the proposal process.
5.10.2 Phase II: Selection of Finalists
Finalists will be identified based on the quality and responsiveness of the written proposals.
5.10.3 Phase III: Finalist Presentations (at UC discretion) a. The identified finalists resulting from Phase II will advance to Phase III. b. Suppliers may be requested to conduct a live or virtual presentation to demonstrate Suppliers’ ability to provide the Services. However, UC may determine that presentations are not necessary. In the event presentations are conducted, information provided during the presentation process shall be taken into consideration when evaluating the stated criteria. The UC shall not reimburse the Supplier for any costs associated with the Phase III process.
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5.11 Pricing and Incentives
5.11.1 Pricing for Goods and Services is being requested within the “Pricing Sheets” section to this RFP and is to be completed and uploaded within the Pricing Sheets section in CalUsource.
5.11.2 Pricing/Discount Structures resulting from this RFP process shall remain firm for the initial period of any Agreement awarded pursuant to this RFP. Suppliers are encouraged to provide details of and propose additional discounts for volume orders, special manufacturer offers, minimum order quantity, free goods program, total annual spend, etc.
5.11.3 Additional earned incentives and discounts:
i. Patronage Incentive: The successful Supplier(s) will be required to provide a quarterly Patronage Incentive of 2% of the total sales of products resulting from the contract in the event there is no OMNIA National program. This Patronage Incentive will be used by UC to provide support in the implementation, administration, and management of the successful Supplier(s) program to maximize UC’s participation and/or other purposes at UC discretion. The amount of quarterly Patronage Incentive provided to each UC location will be calculated based on the total quarterly sales at each location. Each location will have the right to modify proposal pricing for the individual campus up to 2% in the event a UC location decides not to implement an incentive program. Please provide your company’s commitment to comply with this requirement.
ii. Tier Discount: Bidders are encouraged to provide tier discounts on campus spend.
Discounts can be set according to spend levels from all UC campuses, UC medical centers, and other UC locations.
iii. Early Payment Discount: Early payment discount is another option to incentivized business between supplier(s) and UC campuses. Supplier(s) will benefit from early payment schedule, and UC can benefit from hard savings by paying earlier. iv. Payment Methods: Indicate if payment will be accepted via credit card and if so, are payments able to be made online.
5.12 No Mandatory Use
Supplier is advised that there is no mandatory use policy at the University of California for Agreements. Thus, UC does not guarantee any specific amount of business forthcoming from this RFP. A winning Supplier may still see competition at any given UC location for any given Service.
However, by providing outstanding prices, service, and the best overall total cost and quality to UC systemwide, the winning Supplier is expected to garner a large percentage of total available UC business.
5.13 Exclusions
Supplier is advised that some goods and/or services may be subject to pre-existing Agreements with other Suppliers, or may be outside the scope of this RFP and may not be included in any awarded contract or may be included on a limited basis.
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5.14 Offshoring of Services
UC will not, as a part of a contract that will displace UC employees, pay to train workers located in foreign countries or who plan to relocate to a foreign country. Please note that a condition of awarding a contract will be that Supplier agrees to the warranties in Article 6 of UC’s Terms & Conditions of Purchase. Additionally, Supplier must do one of the following in its proposal:
5.14.1 Certify under penalty of perjury that the services will be performed solely with workers within the United States, including any services that Supplier would provide using a subsupplier; or
5.14.2 Describe in its proposal any parts of the services that will be performed by workers outside of the United States.
5.15 Disclosure of Records/Confidentiality of Information
5.15.1 All Proposal responses and related documents, submitted to UC in response to this RFP become the exclusive property of UC upon receipt and will not be returned.
5.15.2 Proposal response(s), which are incorporated into any resulting Agreement(s) with the University of California, may be subject to the State of California Public Records Act (CA State Government Code 6250, et. seq.). This Request for Proposal, together with copies of all documents pertaining to any award, if issued, will be kept for a period of one (1) year from date of contract expiration or termination and made part of a file or record which shall be open to public inspection. Certain private, trade secret or confidential information may be considered exempt from the California Public Records Act. Any trade secret or company confidential information submitted as a part of this proposal shall be clearly marked “Trade Secret Information” or “Confidential Information.”
5.15.3 Should a request be made of the University of California for access to information designated confidential or trade secret by the Supplier, and UC denies the request based on that designation, the Supplier may be responsible for all legal costs necessary to defend such action if the denial is challenged in a court of law.
5.16 Specifications and Exceptions
Unless documented as an Exception, the submission of a proposal will confirm Supplier’s acceptance of all RFP specifications. In documenting an Exception to the RFP specifications, Supplier must provide a detailed itemization and explanation for each deviation from the RFP specifications, clearly describing any alternate goods and/or services that could be provided to satisfy those requirements. Supplier should list any items it wishes to exclude from its standard catalog. Absence of an itemization and explanation will mean that Supplier is willing and able to meet all RFP specifications. If Supplier does not document an Exception regarding the RFP specifications and it is found that goods and/or services delivered do not meet the RFP specifications, Supplier will be required to correct same at Supplier’s expense. Supplier is cautioned that if UC does not approve Supplier’s request for exception to the RFP specifications, and Supplier does not withdraw the request, the proposal may be deemed non-responsive and ineligible for award.
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Purchasing Agreement # ____________
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The 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, [Buyer: if applicable, add name of campus], and the supplier named below (“Supplier”). This Agreement is binding only if it is negotiated and executed by an authorized representative with the proper delegation of authority. [Buyer: if desired, edit this paragraph or section 1 below, to indicate that this is a master services agreement, an independent contractor agreement, a professional services agreement, or other specific type of agreement, as the case may be.] 1. Statement of Work
Supplier agrees to perform the Services listed in the statement of work attached as Attachment A (“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 will not be obligated to purchase a minimum amount of Goods and/or Services from Supplier.
2. Term of Agreement/Termination
a) [Buyer: select one of the following alternatives, but approval must first be obtained pursuant to BUS-43 before providing for a term exceeding 10 years (initial term plus all renewal terms)] The term of the Agreement will be from Date and through Date and is subject to earlier termination as provided below. It may be extended upon the agreement of the parties.
The initial term of the Agreement will be from Date and through Date (Initial Term) and is subject to earlier termination as provided below. UC may renew the Agreement for Number successive Number -year periods (each, a Renewal Term), by providing Supplier with at least Number calendar days’ written notice before the end of the Initial Term or any Renewal Term. [Buyer: Number of days will depend on Goods and Services, and time needed to obtain replacement if necessary.]
b) UC may terminate the Agreement for convenience by giving Supplier at least Number calendar days' written notice. [Buyer: UC standard is 30 days; subject to negotiation.] c) UC or Supplier may terminate the Agreement for cause by giving the other party at least Number 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. [Buyer: UC standard is 15 days; subject to negotiation.]
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, Invoicing Method, and Settlement Method and Terms Refer to Statement of Work or Purchase Order for Pricing. [Buyer: add the following language for systemwide agreements:
For systemwide agreements, each UC Location will specify the Invoicing Method and Payment Options that will 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 systemwide agreements, each UC Location will specify these terms in a Statement of Work or Purchase Order, as the case may be.]
For non-systemwide agreements, the Invoicing Method, and Settlement Method and Terms are addressed below.
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Invoicing Method
[Buyer: To require a specific Invoicing Method, specify the Invoicing Method here.] Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase, Supplier will be required to use the following Invoicing Method: [Buyer:
Specify Invoicing Method in accordance with the capabilities of Supplier and the location (refer to Campus Capabilities Chart).]
[Buyer: Insert as applicable if UC will pay freight or shipping/handling expenses] Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase, UC will pay freight and shipping/handling as follows: [Buyer: Customize preceding language as necessary, and insert detail here]
All invoices must clearly indicate the following information:
California sales tax as a separate line item;
Shipping costs as a separate line item;
UC Purchase Order or Release Number;
Description, quantity, catalog number and manufacturer number of the item ordered; Net cost of each item;
Any pay/earned/dynamic discount;
Reference to original order number for all credit memos issued; Supplier will submit invoices following the designated invoice method directly to UC Accounts Payable Departments at each UC Location, unless UC notifies the Supplier otherwise by amendment to the Agreement.
Settlement Method and Terms
[Buyer: To require a specific Settlement Method and/or Terms, make such provisions here. This section may be used to customize terms that are set forth in the Matrix – for instance, to provide that the prompt payment discount will be 1.5% rather than 2.0%, or that prompt payment will be considered to be 20 days rather than 10 days.] Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase, the Settlement Method and Terms will be as follows: [Buyer:
Specify Settlement Method and/or Terms, in accordance with the capabilities of Supplier and the location (refer to Campus Capabilities Chart).]
5. Notices
As provided in the UC Terms and Conditions of Purchase, notices may be given by email, which will be considered legal notice only if such communications include the following text in the Subject field: FORMAL LEGAL NOTICE – [insert, as the case may be, Supplier name or University of California]. If a physical format notice is required, it must be sent by overnight delivery or by certified mail with return receipt requested, at the addresses specified below. [Buyer: If Email is unacceptable, omit the immediately preceding sentence, the Email address fields below, and the Email provision in the Insurance provision. Delete the notice block below, as appropriate, when the Goods and/or Services are not subject to an Appendix – Data Security, Appendix – Business Associate, and/or Appendix – General Data Protection Regulation. If the Goods and/or Services are subject to an Appendix – Data Security, the suggested contact is your Information Security Officer. If the Goods and/or Services are subject to an Appendix – Business Associate, the suggested contact is your local Privacy Officer. If the Goods and/or Services are subject to an Appendix – General Data Protection Regulation, the suggested contact is your local campus Privacy Officer.]
To UC, regarding confirmed or suspected Breaches as defined under Appendix – Data Security:
Name
Phone Email
Address
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To UC, regarding Breaches or Security Incidents as defined under Appendix – Business Associate:
Name
Phone Email
Address
To UC, regarding personal data breaches as defined under Appendix – General Data Protection Regulation:
Name
Phone
Email
Address
To UC, regarding contract issues not addressed above:
Name
Phone Email
Address
To Supplier:
Name
Phone Email
Address
6. Intellectual Property, Copyright and Patents [select one] /___/ The Goods and/or Services involve Work Made for Hire /___/ The Goods and/or Services do not involve Work Made for Hire
7. Patient Protection and Affordable Care Act (PPACA) [select one] /___/ Because the Services involve temporary or supplementary staffing, they are subject to the PPACA warranties in the T&Cs.
/___/ The Services do not involve temporary or supplementary staffing, and they are not subject to the PPACA warranties in the T&Cs.
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/___/ Supplier is not required to pay prevailing wages when providing the Services.
9. Fair Wage/Fair Work
/___/ Supplier is not required to pay 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) when providing the Services.
10. Federally Funded Contracts, Grants, and Cooperative Agreements [Buyer: include this section ONLY if you have knowledge of the prime award number] /___/ Grant or Cooperative Agreement
/___/ Contract
The Prime Award Number is: ______________________.
11. Restriction Relating to Consulting Services or Similar Contracts – Follow-on Contracts
Please note a Supplier that is awarded a consulting services or similar contract cannot later submit a bid or be considered for any work “required, suggested, or otherwise deemed appropriate” as the end product of the Services (see Public Contract Code Section 10515). 12. Insurance Deliver the PDF version of the Certificate of Insurance to UC’s Buyer, by email with the following text in the Subject field:
CERTIFICATE OF INSURANCE – [Buyer: insert Supplier name]. 13. Service-Specific and/or Goods-Specific Provisions [Buyer: Use this section to add provisions that apply to the specific type of Goods and/or Services – for instance, research, photography, advertising, event hosting, etc.]
14. Records about Individuals
Records created pursuant to the Agreement that contain personal information about individuals (including statements made by or about individuals) may become subject to the California Information Practices Act of 1977, which includes a right of access by the subject individual. While ownership of confidential or personal information about individuals is subject to negotiated agreement between UC and Supplier, records will normally become UC’s property, and subject to state law and UC policies governing privacy and access to files. When collecting the information, Supplier must inform the individual that the record is being made, and the purpose of the record. Use of recording devices in discussions with employees is permitted only as specified in the Statement of Work.
15. Amendments to UC Terms and Conditions of Purchase
The UC Terms and Conditions of Purchase, dated ____________ are hereby amended as follows:
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[Buyer: Indicate in this section which T&C provisions are deleted or amended. This will address T&C provisions with which the Supplier takes exception. If the Agreement relates to a research grant, Buyer may want to amend Article 19, Audit Requirements to reflect a 7-year retention.]
16. Amendments to Appendix – Data Security
The UC Appendix – Data Security, dated ______________ is hereby amended as follows:
[Buyer: Indicate in this section which Appendix – Data Security provisions are deleted or amended. This will address provisions with which the Supplier takes exception.]
17. Amendments to Appendix – Business Associate
The UC Appendix – Business Associate, dated _____________ is hereby amended as follows:
[Buyer: Indicate in this section which Appendix – Business Associate provisions are deleted or amended. This will address provisions with which the Supplier takes exception.]
18. Amendments to Appendix – General Data Protection Regulation The UC Appendix – General Data Protection Regulation, dated ______ is hereby amended as follows:
[Buyer: Indicate in this section which Appendix – General Data Protection Regulation provisions are deleted or amended.
This will address provisions with which the Supplier takes exception.]
19. 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. [Buyer: insert Purchase Agreement Title/#] b. [Buyer: insert Prime Contract #]
c. [Buyer: insert UC Terms and Conditions of Purchase or Contract Addendum - UC Required Terms] d. [Buyer: insert UC Appendix – Data Security]
e. [Buyer: insert UC Appendix - Business Associate (HIPAA)] f. [Buyer: insert UC Appendix – General Data Protection Regulation (GDPR)] g. Statement of Work – Attachment A
h. [Any additional documents necessary, with all incorporated documents being in order of precedence. Buyer may reference the Supplier’s proposal and quote as long as the Supplier’s T&C’s are removed or there aren’t any conflicts with the UC T&C’s.] [Buyer: Re-order these items as necessary in order to reflect your desired order of precedence
20. Entire Agreement
The Agreement and its Incorporated Documents contain the entire Agreement between the parties and supersede all prior written or oral agreements with respect to the subject matter herein.
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This Agreement can only be signed by an authorized representative with the proper delegation of authority.
THE REGENTS OF THE [SUPPLIER NAME]
UNIVERSITY OF CALIFORNIA ________________________________ ___________________________________ (Signature) (Signature) ________________________________ ___________________________________ (Printed Name, Title) (Printed Name, Title) ________________________________ ____________________________________ (Date) (Date) Agreement No. 32700179
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ATTACHMENT A TO PURCHASING AGREEMENT #______
STATEMENT OF WORK
This Statement of Work # __ (“SOW”) is issued pursuant to Purchasing Agreement #_______ dated _______________, 20__ between UC and Supplier (“Agreement”).
1. Title and Description of the Scope of Goods and/or Services [Buyer: Provide an overview and background of Goods and/or Services to be provided.]
2. Term of SOW
This SOW will begin on __________, 20__ (“Effective Date”) and continue through ______________, 20__.
This SOW may not be renewed or otherwise amended except through a Change Order pursuant to the Change Management section below.
3. Key Tasks and Activities, Deliverables and Completion Timeframe Supplier Obligations
Task Activities Deliverables
Completion
Date or
Timeframe
1 [General
description]
[Specific details using action
verbs like “create”, “develop”,
“test”, “analyze”, “evaluate”,
etc.]
[List each discrete
tangible work
product that is
considered a
critical end result
from the Supplier;
deliverables are
nouns, not verbs]
[Specific
dates are
best; can be
stated as
“Week 1”,
“Week 2”,
etc.]
2 3
4 5
Additional
as needed
Include: Identify all phases. If
additional phases will not be
known until first phase work
begins, be sure to specify
hourly rate and a not to
exceed price for this work.
Request Supplier to provide
data type, protected health
information and other data
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4. UC Obligations
[Buyer: Include as appropriate language such as: UC will provide working space, equipment, furniture, utilities, and services, as follows:]
5. Place(s) of Performance
[Buyer: Use this section if appropriate to outline where Services will be provided]
6. Key Personnel
Supplier’s Account Manager is listed below, is subject to UC approval, and has overall responsibility for managing the UC/Supplier relationship:
Name
Phone
Email
Address
Subcontractors authorized to provide Goods and/or Services under this SOW [Buyer: Names should be listed only if Agreement permits use of subcontractors]:
Name of Subcontractor Goods and/or Services the
Subcontractor will provide
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Supplier’s Account Management Team is:
Name
Phone
Email
Address
Name
Phone
Email
Address
Name
Phone
Email
Address
Name
Phone
Email
Address
UC’S Project Manager, responsible for acceptance/rejection of project results/deliverables, is:
Name
Phone
Email
Address
7. Reporting Requirements
[Buyer: Identify any key reports that should be produced by Supplier or critical reporting events. This can be included in the table above if preferred.] Supplier agrees to provide other reports as reasonably requested by UC during the Term of the Agreement and any extension(s) to the Term at no additional cost to UC.
8. Assumptions
a) The following items are not included within the scope of Goods and/or Services to be provided under this SOW: [Buyer: Delete if not needed]
b) [Buyer: Add more as needed]
c) Additional assumptions include the following: [Buyer: Delete if not needed, but list any UC dependencies that must be fulfilled in order for Supplier to provide the Goods and/or Services] d) [Buyer: Add more as needed]
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9. Service Level Agreement
a) [Buyer: Any critical SLAs should be stated here. For goods, consider the following language:] During the Term of the Agreement, and any extension(s) of the Term, Supplier will provide the following minimum service standards:
Normal delivery -next business day
Rush delivery -within 4 hours
Pick up returns -within 2 business days
Request for reports -within 5 business days
Order fill rate -98%
Delivery accuracy -98%
Delivery, on-time -98%
Invoice/billing accuracy -98%
Customer service satisfaction -98%
The minimum service standards set forth above recognize that occasional errors are likely; however, Supplier further agrees to use its best efforts to achieve 100% of service levels. Should the service levels fall below the minimum standards and Supplier does not take corrective action within fourteen (14) days following UC written notification, UC reserves the right to terminate the Agreement immediately.
10. Pricing, Invoicing Method, and Settlement Method and Terms [Buyer: Pricing includes the contract amount (for instance, time and materials using an hourly rate; whether there is a not to exceed cap; and flat fee); and the payment schedule (what percentage must be paid at what times, including milestones)]
Pricing is addressed below. The Invoicing Method, and Settlement Method and Terms are addressed in the applicable Agreement. As regards Invoicing Method, and Settlement Method and Terms, the terms of the applicable Agreement will take precedence over any conflicting terms in this Statement of Work. a) “Fixed Price Services” to be rendered under this SOW, including deliverables to be provided as part of Fixed Price Services, are described in this section as:
b) “Time and Materials Services” to be rendered under this SOW, including deliverables to be provided as part of Time and Materials Services:
c) The rates applicable to each person who will render Time and Materials Services are as follows:
Name and Title of Person
Rendering Services
Rate per
Hour/Day
Estimated No. of
Days
Extended
Cost of
Fees
UC MRC
Estimated Maximum Expenses (if any): n/a
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Estimated Maximum Cost:
d) [Buyer: Outline Payment Schedule as needed]
11. Program Requirements
[Buyer: If items will be ordered by catalog, use the Appendix – Electronic Commerce. If applicable, consider using these additional terms for Goods:]
Order Packaging and Labeling. 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 UC Location.
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.
Receiving Locations. Supplier agrees to provide desktop and dock delivery to all UC current and future authorized personnel delivery points, as requested by UC.
Standard Delivery Requirements. Supplier will deliver Monday through Friday, excluding UC- and Supplierobserved holidays. Supplier provide UC with a schedule on or before September 1 of the following calendar year showing holidays and other planned shutdowns (such as the annual inventory) that would impact Supplier’s ability to deliver the Goods and/or Services. Supplier agrees to deliver all UC orders received by 3:30pm Pacific Time the next business day as follows:
Campus direct (desktop delivery) - by 3:30 pm Pacific Time Storehouse (drop ship delivery) - by 10:00 am Pacific Time Delivery Delays. Supplier will report any delivery delay whatsoever to the ordering Location, as well as its cause, within two (2) hours after Supplier is able to reasonably determine there will be a delay; the report will be provided to UC by telephone, e-mail, or facsimile. Supplier will keep UC fully informed and will take all reasonable action in eliminating the cause of delay.
Rush Delivery Requirements. Supplier agrees to deliver UC emergency orders within four (4) hours after receipt of order at no additional charge to UC. Rush delivery orders for same day delivery must be requested by UC prior to 1:00 pm Pacific Time. Supplier cannot guarantee, but agrees to use good faith efforts to provide same day delivery for rush orders UC places after 1:00 pm Pacific Time.
Returns. Supplier agrees to accept Goods returned by UC if in resalable condition and if made within thirty (30) days of original shipment. Supplier must pick up returns from the ordering department location within two business days. Services under $20.00 do not need to be physically returned to Supplier.
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 and credit memos will be issued to UC ordering departments in the current month’s billing period. Return items will be credited at cost. If Goods were purchased via UC purchasing card, credit must be issued to the same purchasing card.
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Out of Stock Items. If there is an out of stock situation of any ordered inventoried item(s), the out of stock item will be added to the back order file and will be delivered to UC when the item is in stock without a further order being submitted.
Surveys. Supplier will, at UC’s request, conduct customer surveys of UC orders through questionnaires. The content of these surveys will be approved by UC. UC will be responsible for the tabulation of these surveys.
12. Acceptance Criteria and Testing
[Buyer: Provide details of the Acceptance Criteria and testing which each Deliverable or Milestone must meet to be accepted, if specifics aren’t defined.]
a) [Buyer: Indicate any additional financial or other considerations resulting from acceptance testing]
13. Changes to the Services
UC may desire to change the Goods and/or Services following execution of an SOW. If so, UC will submit a written Amendment to Supplier describing the changes in appropriate detail. If an Amendment does not require Supplier to incur any additional material costs or expenses, then Supplier will make the modification within ten (10) business days of Supplier’s receipt of UC’s Amendment. If an Amendment does require that Supplier incur additional material costs or expenses, then Supplier in good faith will provide UC with a written, high level, non-binding assessment of the costs and expenses and the time required to perform the modifications required by the Amendment, within ten (10) business days of Supplier’s receipt of UC’s Amendment. UC will notify Supplier in writing within ten (10) business days after receipt of Supplier’s response to the Amendment as to whether UC wishes Supplier to implement the Amendment based on the response. UC will compensate Supplier for implementation of an Amendment in accordance with the terms and conditions of the relevant Amendment and Supplier’s response to the Amendment, if any. Supplier’s implementation of an Amendment will not delay the performance of Services and/or the delivery of deliverables not reasonably affected by an Amendment.
14. No Mandatory Use
Because there is no mandatory use policy at UC, nothing in this Statement of Work will be construed to prevent UC from entering into similar agreements with any third parties including, without limitation, suppliers that may be in competition with Supplier.
15. Additional Terms
[Buyer: If recording devices will be allowed, add the following: Supplier will use recording devices in discussions with UC employees only when UC and the employees so authorize; this authorization must be in writing. If applicable, Supplier's use of recording devices in such discussion is proposed as follows:
(Insert terms)]
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This Statement of Work is signed below by the parties’ duly authorized representatives.
THE REGENTS OF THE [SUPPLIER NAME]
UNIVERSITY OF CALIFORNIA ________________________________ ____________________________________ (Signature) (Signature) ________________________________ ____________________________________ (Printed Name, Title) (Printed Name, Title) ________________________________ ____________________________________ (Date) (Date) Agreement No. 32700179
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ARTICLE 1 – GENERAL
The equipment, materials, or supplies (“Goods”) and/or services (“Services”) furnished by Supplier (together, the “Goods and Services”) and covered by the UC Purchase Order (“PO”) and/or other agreement (which, when combined with these Terms and Conditions and any other documents incorporated by reference, will constitute the “Agreement”) are governed by the terms and conditions set forth herein. As used herein, the term "Supplier" includes Supplier and its sub-suppliers at any tier. As used herein, “UC” refers to The Regents of the University of California, a corporation described in California Constitution Art. IX, Sec. 9, on behalf of the UC Locations identified in the Agreement and/or the PO. UC and Supplier individually will be referred to as “Party” and collectively as “Parties.” Any defined terms not defined in these Terms and Conditions of Purchase will have the meaning ascribed to such term in any of the other documents incorporated in and constituting the Agreement. No other terms or conditions will be binding upon the Parties unless accepted by them in writing. Supplier accepts all of the Agreement’s terms and conditions either in writing, by shipping any portion of the Goods, or performing any portion of the Services. The terms of any proposal referred to in the Agreement are included and made a part of the Agreement only to the extent the proposal specifies the Goods and/or Services ordered, the price therefor, and the delivery thereof, and then only to the extent that such terms are consistent with the terms and conditions of the Agreement.
ARTICLE 2 – TERM AND TERMINATION
A. As applicable, the term of the Agreement (“Initial Term”) will be stated in the Agreement. Following the Initial Term, the Agreement may be extended by written mutual agreement.
B. UC’s obligation to proceed is conditioned upon the appropriation of state, federal and other sources of funds not controlled by UC ("Funding"). UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation in the event that through no action or inaction on the part of UC, the Funding is withdrawn.
C. UC may, by written notice stating the extent and effective date thereof, terminate the Agreement for convenience in whole or in part, at any time. 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 forth in the Agreement. As specified in the termination notice, UC will pay Supplier as full compensation the pro rata Agreement price for performance through the later of the date that
a. UC provided Supplier with notice of termination or
b. Supplier’s provision of Goods and/or Services will terminate.
D. UC may by written notice terminate the Agreement for Supplier’s breach of the Agreement, in whole or in part, at any time, if Supplier refuses or fails to comply with the provisions of the Agreement, or so fails to make progress as to endanger performance and does not cure such failure within five (5) business days, or fails to supply the Goods and/or Services within the time specified or any written extension thereof. In such event, UC may purchase or otherwise secure Goods and/or Services and, except as otherwise provided herein, Supplier will be liable to UC for any excess costs UC incurs thereby.
E. If any of the following appendices are incorporated in to the agreement, then they will control in the event that the appendices conflict with the provisions of this Article:
UC’s Appendix – Data Security,
Appendix – BAA, and/or
Appendix – GDPR
ARTICLE 3 – PRICING, INVOICING METHOD, AND SETTLEMENT METHOD AND TERMS.
Pricing is set forth in the Agreement or PO, and the amount UC is charged and responsible for shall not exceed the amount specified in the Agreement unless UC has given prior written approval. Unless otherwise agreed in writing by UC, Supplier will use the invoicing method and payment settlement method (and will extend the terms applicable to such settlement method) set forth in UC’s Supplier Invoicing, Terms & Settlement Matrix (https://www.ucop.edu/procurement-services/procurementsystems/supplier-invoicing,-terms-and-settlement-matrix.html). 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 PO number. UC will not pay shipping, packaging or handling expenses, unless specified in the Agreement or PO. 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.ucop.edu/central-travel-management/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. Notwithstanding any other provision to the contrary, UC will not be responsible for any fees, interest or surcharges Supplier wishes to impose.
ARTICLE 4 – INSPECTION.
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The Goods and/or Services furnished will be exactly as specified in the Agreement, free from all defects in Supplier's performance, design, skill and materials, and, except as otherwise provided in the Agreement, will be subject to inspection and test by UC at all times and places. If, prior to final acceptance, any Goods and/or Services furnished are found to be incomplete, or not as specified, UC may reject them, require Supplier to correct them at the sole cost of Supplier, or require provision of such Goods and/or Services at a reduction in price that is equitable under the circumstances. If Supplier is unable or refuses to correct such deficiencies within a time UC deems reasonable, UC may terminate the Agreement in whole or in part. Supplier will bear all risks as to rejected Goods and/or Services and, in addition to any costs for which Supplier may become liable to UC under other provisions of the Agreement, will reimburse UC for all transportation costs, other related costs incurred, or payments to Supplier in accordance with the terms of the Agreement for unaccepted Goods and/or Services and materials and supplies incidental thereto. Notwithstanding final acceptance and payment, Supplier will be liable for latent defects, fraud or such gross mistakes as amount to fraud.
ARTICLE 5 – ASSIGNED PERSONNEL; CHARACTER OF SERVICES
Supplier will provide the Services as an independent contractor and furnish all equipment, personnel, and supplies sufficient to provide the Services expeditiously and efficiently, during as many hours per shift and shifts per week, and at such locations as UC may so require. Supplier will devote only its best-qualified personnel to work under the Agreement. Should UC inform Supplier that anyone providing the Services is not working to this standard, Supplier will immediately remove such personnel from providing Services and those individuals will not again be assigned to provide Services without UC’s written permission. At no time will Supplier or Supplier’s employees, sub-suppliers, agents, or assigns be considered employees of UC for any purpose, including but not limited to workers’ compensation provisions. Supplier shall not have the power nor right to bind or obligate UC, and Supplier shall not hold itself out as having such authority. Supplier shall be responsible to UC for all Services performed by Supplier’s employees, agents and subcontractors, including being responsible for ensuring payment of all unemployment, social security, payroll, contributions and other taxes with respect to such employees, agents and subcontractors.
ARTICLE 6 – WARRANTIES
In addition to the warranties set forth in Articles 11, 12, 17, 23, 24, 25 and 26 herein, Supplier makes the following warranties.
Supplier acknowledges that failure to comply with any of the warranties in the Agreement will constitute a material breach of the Agreement and UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation.
A. General Warranties. Supplier represents, warrants and covenants that: (i) Supplier is free to enter into this Agreement and that Supplier is not, and will not become, during the Term, subject to any restrictions that might restrict or prohibit Supplier from performing the Services or providing the Goods ordered hereunder; (ii) Supplier will comply with all applicable laws, rules and regulations in performing Supplier’s obligations hereunder; (iii) the Goods and/or Services shall be rendered with promptness and diligence and shall be executed in a skilled manner by competent personnel, in accordance with the prevailing industry standards; and if UC Appendix Data Security is NOT included:(iv) Supplier has developed a business interruption and disaster recovery program and is executing such program to assess and reduce the extent to which Supplier’s hardware, software and embedded systems may be susceptible to errors or failures in various crisis (or force majeure) situations; (v) if Supplier uses electronic systems for creating, modifying, maintaining, archiving, retrieving or transmitting any records, including test results that are required by, or subject to inspection by an applicable regulatory authority, then Supplier represents and warrants that Supplier’s systems for electronic records are in compliance; and (vi) Supplier agrees that the Goods and/or Services furnished under the Agreement will be covered by the most favorable warranties Supplier gives to any customer for the same or substantially similar goods or services, or such other more favorable warranties as specified in the Agreement. The rights and remedies so provided are in addition to and do not limit any rights afforded to UC by any other article of the Agreement.
B. Permits and Licenses. Supplier agrees to procure all necessary permits or licenses and abide by all applicable laws, regulations and ordinances of the United States and of the state, territory and political subdivision or any other country in which the Goods and/or Services are provided.
C. Federal and State Water and Air Pollution Laws. Where applicable, Supplier warrants that it complies with the requirements in UC Business and Finance Bulletin BUS-56 (Materiel Management; Purchases from Entities Violating State or Federal Water or Air Pollution Laws). Consistent with California Government Code 4477, these requirements do not permit UC to contract with entities in violation of Federal or State water or air pollution laws.
D. Web Accessibility Requirements. As applicable to the Supplies and/or Services being provided under the Agreement, Supplier warrants that:
a. It complies with California and federal disability laws and regulations; and b. The Goods and/or Services will conform to the accessibility requirements of WCAG 2.0AA. c. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Goods and/or Services;
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E. General Accessibility Requirements. Supplier warrants that:
a. It will comply with California and federal disability laws and regulations; b. Supplier will promptly respond to remediate to any identified accessibility defects in the Goods and Services to conform to WCAG 2.0 AA; and
c. Supplier agrees to promptly respond to and use reasonable efforts to resolve and remediate any complaint regarding accessibility of its Goods and/or Services.
F. Warranty of Quiet Enjoyment. Supplier warrants that Supplier has the right of Quiet Enjoyment in, and conveys the right of Quiet Enjoyment to UC for UC’s use of, any and all intellectual property that will be needed for Supplier’s provision, and UC’s use of, the Goods and/or Services provided by Supplier under the Agreement.
G. California Child Abuse and Neglect Reporting Act ("CANRA"). Where applicable, Supplier warrants that it complies with CANRA.
H. Debarment, Suspension, U.S. Government Restricted Party Lists. Supplier warrants that it is not on the U.S. government’s Denied Parties List, the Unverified List, the Entities List, the Specially Designated Nationals and Blocked Parties List, and is not presently debarred, suspended, proposed for debarment or otherwise declared ineligible for award of federal contracts or participation in federal assistance programs or activities.
I. UC Trademark Licensing Code of Conduct. If the Goods will bear UC’s name (including UC campus names, abbreviations of these names, UC logos, UC mascots, or UC seals) or other trademarks owned by UC, Supplier warrants that it holds a valid license from UC and complies with the Trademark Licensing Code of Conduct policy, available at http://policy.ucop.edu/doc/3000130/TrademarkLicensing
J. Outsourcing (Public Contract Code section 12147) Compliance. Supplier warrants that if the Agreement will displace UC employees, no funds paid under the Agreement will be used to train workers who are located outside of the United States, or plan to relocate outside the United States as part of the Agreement. Additionally, Supplier warrants that no work will be performed under the Agreement with workers outside the United States, except as described in Supplier’s bid. If Supplier or its sub-supplier performs the Agreement with workers outside the United States during the life of the Agreement and Supplier did not describe such work in its bid, Supplier acknowledges and agrees that (i) UC may terminate the Agreement without further obligation for noncompliance, and (ii) Supplier will forfeit to UC the amount UC paid for the percentage of work that was performed with workers outside the United States and not described in Supplier’s bid.
K. Supplier warrants that the Goods and Services rendered under this Agreement will not require Supplier to use for UC, or provide to UC to use, "covered telecommunications equipment or services" as a substantial or essential component of any system, or as critical technology as part of any system, within the meaning of Federal Acquisition Regulation (“FAR”) Section 52.204-25.
Supplier will provide “Timely Notice” to the UC of any changes to the statements, confirmations or representations made in its proposal response or in any information provided as part of the contract award process, including in particular any changes to the certifications or representations made regarding NDAA Section 889. Timely Notice means that Supplier will notify UC in writing within 3 business days of any changes to the representations or confirmations made in relation to NDAA Section 889. Notice shall include the representations or confirmations made and the changes to those representations or confirmations. The notice shall be provided by a Supplier representative authorized to bind the Supplier.
ARTICLE 7 – INTELLECTUAL PROPERTY, COPYRIGHT, PATENTS, AND DATA RIGHTS A. Goods and/or Services Involving Work Made for Hire.
a. Unless UC indicates that the Goods and/or Services do not involve work made for hire, Supplier acknowledges and agrees that any deliverables provided to UC by Supplier in the performance of the Agreement, and any intellectual property rights therein, (hereinafter the "Deliverables") will be owned by UC. The Deliverables will be considered "work made for hire" under U.S. copyright law and all right, title, and interest to and in such Deliverables including, but not limited to, any and all copyrights or trademarks, will be owned by UC. In the event that it is determined that UC is not the owner of such Deliverables under the "work made for hire" doctrine of U.S. copyright law, Supplier hereby irrevocably assigns to UC all right, title, and interest to and in such Deliverables and any copyrights or trademarks thereto.
b. The Deliverables must be new and original. Supplier must not use any pre-existing copyrightable or trademarked images, writings, or other proprietary materials (hereinafter "Pre-Existing Materials") in the Deliverables without UC’s prior written permission. In the event that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest, UC is hereby granted, and will have, a non-exclusive, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have made, copy, Agreement No. 32700179
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modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables.
c. Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will promptly furnish UC with complete information with respect thereto and UC will have the sole power to determine whether and where a patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may result. d. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such intellectual property rights to UC as well as all right, title and interest in tangible research products embodying any such inventions whether the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that UC may require in order to effectuate such assignment.
B. Goods and/or Services Not Involving Work Made for Hire. a. If the Goods and/or Services do not involve work made for hire, and in the event that Supplier uses any PreExisting Materials in the Deliverables in which Supplier has an ownership interest, UC is hereby granted, and will have, a non-exclusive, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables. b. The Deliverables must be new and original. Supplier must not use any Pre-Existing Materials in the Deliverables without UC’s prior written permission.
c. Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will promptly furnish UC complete information with respect thereto and UC will have the sole power to determine whether and where a patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may result. d. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such intellectual property rights to UC as well as all right, title and interest in tangible research products embodying any such inventions whether the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that UC may require in order to effectuate such assignment.
C. General. Should the Goods and/or Services become, or in Supplier’s opinion be likely to become, the subject of a claim of infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party, Supplier will provide written notice to UC of the circumstances giving rise to such claim or likely claim. In the event that UC receives notice of a claim of infringement or is made a party to or is threatened with being made a party to any claim of infringement related to the Goods and/or Services, UC will provide Supplier with notice of such claim or threat. Following receipt of such notice, Supplier will either (at Supplier’s sole election) (i) procure for UC the right to continue to use the affected portion of the Goods and/or Services, or (ii) replace or otherwise modify the affected portion of the Goods and/or Services to make them non-infringing, or obtain a reasonable substitute product for the affected portion of the Goods and/or Services, provided that any replacement, modification or substitution under this paragraph does not effect a material change in the Goods and/or Services’ functionality. If none of the foregoing options is reasonably acceptable to UC, UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation.
D. 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, “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.
ARTICLE 8 – INDEMNITY AND LIABILITY
To the fullest extent permitted by law, Supplier will defend, indemnify, and hold harmless UC, its officers, employees, and agents, from and against all losses, expenses (including, without limitation, reasonable attorneys' fees and costs), damages, and liabilities of any kind resulting from or arising out of the Agreement, including the performance hereunder of Supplier, its officers, employees, agents, sub-suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control, provided such losses, expenses, damages and liabilities are due or claimed to be due to the acts or omissions of Supplier, its officers, employees, agents, sub-suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control. UC agrees to provide Supplier with prompt notice of any such claim or action and to permit Supplier to defend any claim or action, and that UC will cooperate fully in such defense.
UC retains the right to participate in the defense against any such claim or action, and the right to consent to any settlement, which consent will not unreasonably be withheld.
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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. As used herein, “Breach” means:
a. Any disclosure of Institutional Information to an unauthorized party or in an unlawful manner; b. Unauthorized or unlawful acquisition of information that compromises the security, confidentiality or integrity of Institutional Information and/or IT Resources; and
c. The acquisition, access, use, or disclosure of Protected Health Information or medical information in a manner not permitted under the Health Insurance Portability and Accountability Act (HIPAA) or California law. “IT Resources” 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.
ARTICLE 9 – INSURANCE
Supplier, at its sole cost and expense, will insure its activities in connection with providing the Goods and/or Services and obtain, keep in force, and maintain the following insurance with the minimum limits set forth below, unless UC specifies otherwise:
A. Commercial Form General Liability Insurance (contractual liability included) with limits as follows:
a. Each Occurrence $ 1,000,000
b. Products/Completed Operations Aggregate $ 2,000,000
c. Personal and Advertising Injury $ 1,000,000
d. General Aggregate $ 2,000,000
B. Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired automobiles with a combined single limit of not less than one million dollars ($1,000,000) per occurrence. (Required only if Supplier drives on UC premises or transports UC employees, officers, invitees, or agents in the course of supplying the Goods and/or Services to UC.) C. If applicable, Professional Liability Insurance with a limit of two million dollars ($2,000,000) per occurrence or claim with an aggregate of not less than two million dollars ($2,000,000). If this insurance is written on a claims-made form, it will continue for three years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement.
D. Workers' Compensation as required by applicable state law and Employer’s Liability with limits of one million dollars ($1,000,000) per occurrence.
E. If applicable, Supplier Fidelity Bond or Crime coverage for the dishonest acts of its employees in a minimum amount of one million dollars ($1,000,000). Supplier will endorse such policy to include a “Regents of the University of California Coverage” or “Joint Payee Coverage” endorsement. UC and, if so requested, UC’s officers, employees, agents and subsuppliers will be named as "Loss Payee, as Their Interest May Appear” in such Fidelity Bond.
F. In the event Appendix DS applies to this Agreement, Supplier, at its sole cost and expense, will 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 Liability, or Technology Professional Liability insurance, it will cover liabilities for financial loss due to the acts, omissions, or intentional misconduct of Supplier, its officers, employees, agents, sub-suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier’s direction and control, 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 Liability policies may include some coverage for data breaches or loss of Institutional Information. Regardless of the type of policy(ies) in place, such coverage will include without limitation:
a. Costs to notify parties whose data were lost or compromised; b. Costs to provide credit monitoring and credit restoration services to parties whose data were lost or compromised;
c. Costs associated with third party claims arising from the confirmed or suspected Breach or loss of Institutional Information, including litigation costs and settlement costs; d. Any investigation, enforcement, fines and penalties, or similar miscellaneous costs; and e. 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 Institutional Information identified in Exhibit 1 to Appendix DS:
P1 - This insurance policy must have minimum limits of $500,000 each occurrence and $500,000 in the aggregate.
P2 - This insurance policy must have minimum limits of $1,000,000 each occurrence and $1,000,000 in the aggregate.
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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.
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.
G. Protection Level Classifications are defined in the UC Systemwide Information Security Classification of Information and IT Resources: https://security.ucop.edu/policies/institutional-information-and-it-resource-classification.html H. Additional other insurance in such amounts as may be reasonably required by UC against other insurable risks relating to performance. If the above insurance is written on a claims-made form, it will continue for three years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement. If the above insurance coverage is modified, changed or cancelled, Supplier will provide UC with not less than fifteen (15) days’ advance written notice of such modification, change, or cancellation, and will promptly obtain replacement coverage that complies with this Article.
I. The coverages referred to under A and B of this Article must include UC as an additional insured. It is understood that the coverage and limits referred to under A, B and C of this Article will not in any way limit Supplier’s liability. Supplier will furnish UC with certificates of insurance (and the relevant endorsement pages) evidencing compliance with all requirements prior to commencing work under the Agreement. Such certificates will:
a. 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. b. Include a provision that the coverage will be primary and will not participate with or be excess over any valid and collectible insurance or program of self-insurance carried or maintained by UC.
ARTICLE 10 – USE OF UC NAME AND TRADEMARKS
Supplier will not use the UC name, abbreviation of the UC name, trade names and/or trademarks (i.e., logos and seals) or any derivation thereof, in any form or manner in advertisements, reports, or other information released to the public, or place the UC name, abbreviations, trade names and/or trademarks or any derivation thereof on any consumer goods, products, or services for sale or distribution to the public, without UC’s prior written approval. Supplier agrees to comply at all times with California Education Code Section 92000.
ARTICLE 11 – FEDERAL FUNDS
Supplier who supplies Goods and/or Services certifies and represents its compliance with the following clauses, as applicable.
Supplier shall promptly notify UC of any change of status with regard to these certifications and representations. These certifications and representations are material statements upon which UC will rely.
A. For commercial transactions involving funds on a federal contract (federal awards governed by the FAR), the following provisions apply, as applicable:
a. FAR 52.203-13, Contractor Code of Business Ethics and Conduct; b. FAR 52.203-17, Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights;
c. FAR 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements; d. FAR 52.219-8, Utilization of Small Business Concerns; e. FAR 52.222-17, Non-displacement of Qualified Workers; f. FAR 52.222-21, Prohibition of Segregated Facilities; g. FAR 52.222-26, Equal Opportunity;
h. FAR 52.222-35, Equal Opportunity for Veterans;
i. FAR 52.222-36, Equal Opportunity for Workers with Disabilities; j. FAR 52.222-37, Employment Reports on Veterans;
k. FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act; l. FAR 52.222-41, Service Contract Labor Standards;
m. FAR 52.222-50, Combating Trafficking in Persons;
n. FAR 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment - Requirements; o. FAR 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services - Requirements;
p. FAR 52.222-54, Employment Eligibility Verification;
q. FAR 52.222-55, Minimum Wages Under Executive Order 13658; Agreement No. 32700179
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r. FAR 52.222-62, Paid Sick Leave under Executive Order 13706; s. FAR 52.224-3, Privacy Training;
t. FAR 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations; u. FAR 52.233-1, Disputes; and
v. FAR 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels.
B. For non-commercial transactions involving funds on a federal contract, the UC Appendix titled ‘Federal Government Contracts Special terms and Conditions (Non-Commercial Items or Services)’ and located at www.ucop.edu/procurementservices/policies-forms/index.html is hereby incorporated herein by this reference.
C. For transactions involving funds on a federal grant or cooperative agreement (federal awards governed by CFR Title 2, Subtitle A, Chapter II, Part 200) the following provisions apply, as applicable:
a. Rights to Inventions. If Supplier is a small business firm or nonprofit organization, and is providing experimental, development, or research work under this transaction, Supplier must comply with the requirements of 3 CFR Part 401, “Rights to Inventions Made by nonprofit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements”.
b. Clean Air Act. Supplier agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
c. 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. d. 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.
e. Domestic Preferences for Procurements. As appropriate and to the extent consistent with law, Supplier should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). ‘‘Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
D. In these provisions, the term "contractor" as used therein will refer to Supplier, and the terms “Government” or “Contracting Officer” as used therein will refer to UC. Where a purchase of items is for fulfillment of a specific U.S.
Government prime or subcontract, additional information and/or terms and conditions may be included in an attached supplement. By submitting an invoice to UC, Supplier is representing to UC that, at the time of submission:
a. Neither Supplier nor its principals are presently debarred, suspended, or proposed for debarment by the U.S. government (see FAR 52.209-6);
b. Supplier has filed all compliance reports required by the Equal Opportunity clause (see FAR 52.222-22); and c. Any Supplier representations to UC about U.S. Small Business Administration or state and local classifications, including but not limited to size standards, ownership, and control, are accurate and complete. d. Byrd Anti-Lobbying. Supplier certifies that it will not, and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.
ARTICLE 12 – EQUAL OPPORTUNITY AFFIRMATIVE ACTION
Supplier will abide by the requirements set forth in Executive Orders 11246 and 11375. Where applicable, Supplier will comply with 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), incorporated by reference with this statement: “This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.” With respect to activities occurring in the State of California, Supplier agrees to adhere to the California Fair Employment and Housing Act. Supplier will provide UC on request a breakdown Agreement No. 32700179
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of its labor force by groups as specified by UC, and will discuss with UC its policies and practices relating to its affirmative action programs. Supplier will not maintain or provide facilities for employees at any establishment under its control that are segregated on a basis prohibited by federal law. Separate or single-user restrooms and necessary dressing or sleeping areas must be provided, however, to ensure privacy.
ARTICLE 13 – LIENS
Supplier agrees that upon UC’s request, Supplier will submit a sworn statement setting forth the work performed or material furnished by sub-suppliers and material men, and the amount due and to become due to each, and that before the final payment called for under the Agreement, will upon UC’s request submit to UC a complete set of vouchers showing what payments have been made for such work performed or material furnished. Supplier will promptly notify UC in writing, of any claims, demands, causes of action, liens or suits brought to its attention that arise out of the Agreement. UC will not make final payment until Supplier, if required, delivers to UC a complete release of all liens arising out of the Agreement, or receipts in full in lieu thereof, as UC may require, and if required in either case, an affidavit that as far as it has knowledge or information, the receipts include all the labor and materials for which a lien could be filed; but Supplier may, if any sub-supplier refuses to furnish a release or receipt in full, furnish a bond satisfactory to UC to indemnify it against any claim by lien or otherwise. If any lien or claim remains unsatisfied after all payments are made, Supplier will refund to UC all monies that UC may be compelled to pay in discharging such lien or claim, including all costs and reasonable attorneys' fees.
ARTICLE 14 – PREMISES WHERE SERVICES ARE PROVIDED
A. Cleaning Up. Supplier will at all times keep UC premises where the Services are performed and adjoining premises free from accumulations of waste material or rubbish caused by its employees or work of any of its sub-suppliers, and, at the completion of the Services; will remove all rubbish from and about the premises and all its tools, scaffolding, and surplus materials, and will leave the premises "broom clean" or its equivalent, unless more exactly specified. In case of dispute between Supplier and its sub-suppliers as to responsibility for the removal of the rubbish, or if it is not promptly removed, UC may remove the rubbish and charge the cost to Supplier.
B. Environmental, Safety, Health and Fire Protection. Supplier will take all reasonable precautions in providing the Goods and Services to protect the health and safety of UC employees and members of the public and to minimize danger from all hazards to life and property, and will comply with all applicable environmental protection, health, safety, and fire protection regulations and requirements (including reporting requirements). In the event that Supplier fails to comply with such regulations and requirements, UC may, without prejudice to any other legal or contractual rights of UC, issue an order stopping all or any part of the provision of the Goods and/or Services; thereafter a start order for resumption of providing the Goods and/or Services may be issued at UC’s discretion. Supplier will not be entitled to make a claim for extension of time or for compensation or damages by reason of or in connection with such stoppage. Supplier will have sole responsibility for the safety of all persons employed by Supplier and its sub-suppliers on UC premises, or any other person who enters upon UC premises for reasons relating to the Agreement. Supplier will at all times maintain good order among its employees and all other persons who come onto UC's premises at Supplier's request and will not engage any unfit or unskilled person to provide the Goods and/or Services. Supplier will confine its employees and all other persons who come onto UC's premises at Supplier's request or for reasons relating to the Agreement and its equipment to that portion of UC's premises where the Services are to be provided or to roads leading to and from such work sites, and to any other area which UC may permit Supplier to use. Supplier will take all reasonable measures and precautions at all times to prevent injuries to or the death of any of its employees or any other person who enters upon UC premises at Supplier’s request.
Such measures and precautions will include, but will not be limited to, all safeguards and warnings necessary to protect workers and others against any conditions on the premises that could be dangerous and to prevent accidents of any kind whenever the Goods and/or Services are being provided in proximity to any moving or operating machinery, equipment or facilities, whether such machinery, equipment or facilities are the property of or are being operated by, Supplier, its subsuppliers, UC or other persons. To the extent compliance is required, Supplier will comply with all relevant UC safety rules and regulations when on UC premises.
C. Tobacco-free Campus. UC is a tobacco-free institution. Use of cigarettes, cigars, oral tobacco, electronic cigarettes and all other tobacco products is prohibited on all UC owned or leased sites.
ARTICLE 15 – LIABILITY FOR UC - FURNISHED PROPERTY
Supplier assumes complete liability for any materials UC furnishes to Supplier in connection with the Agreement and Supplier agrees to pay for any UC materials Supplier damages or otherwise is not able to account for to UC's satisfaction. UC furnishing to Supplier any materials in connection with the Agreement will not, unless otherwise expressly provided in writing by UC, be construed to vest title thereto in Supplier.
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ARTICLE 16 – COOPERATION
Supplier and its sub-suppliers, if any, will cooperate with UC and other suppliers and will so provide the Services that other cooperating suppliers will not be hindered, delayed or interfered with in the progress of their work, and so that all of such work will be a finished and complete job of its kind.
ARTICLE 17 – ADDITIONAL TERMS APPLICABLE TO THE FURNISHING OF GOODS The terms in this Article have special application to the furnishing of Goods:
A. Price Decreases. Supplier agrees immediately to notify UC of any price decreases from its suppliers, and to pass through to UC any price decreases.
B. Declared Valuation of Shipments. Except as otherwise provided in the Agreement, all shipments by Supplier under the Agreement for UC's account will be made at the maximum declared value applicable to the lowest transportation rate or classification and the bill of lading will so note.
C. Title. Title to the Goods purchased under the Agreement will pass directly from Supplier to UC at the f.o.b. point shown, or as otherwise specified in the Agreement, subject to UC’s right to reject upon inspection.
D. Changes. Notwithstanding the terms in Article 34, Amendments, UC may make changes within the general scope of the Agreement in drawings and specifications for specially manufactured Goods, place of delivery, method of shipment or packing of the Agreement by giving notice to Supplier and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of the Agreement, UC and Supplier will agree upon an equitable adjustment in the price and/or delivery terms. Supplier may not make changes without UC’s written approval.
Any claim of Supplier for an adjustment under the Agreement must be made in writing within thirty (30) days from the date Supplier receives notice of such change unless UC waives this condition in writing. Nothing in the Agreement will excuse Supplier from proceeding with performance of the Agreement as changed hereunder. Supplier may not alter or misbrand, within the meaning of the applicable Federal and State laws, the Goods furnished.
E. Forced, Convict and Indentured Labor. Supplier warrants that no foreign-made Goods furnished to UC pursuant to the Agreement will be produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction. If UC determines that Supplier knew or should have known that it was breaching this warranty, UC may, in addition to terminating the Agreement, remove Supplier from consideration for UC contracts for a period not to exceed one year. This warranty is in addition to any applicable warranties in Articles 6 and 11.
F. Export Control. Supplier agrees to provide UC (the contact listed on the PO) 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 Regulations (ITAR) (22 CFR §§ 120-130), the Export Administration Regulations (15 CFR §§ 730-774) 500 or 600 series, or controlled on a military strategic goods list. Supplier agrees to provide UC (the contact listed on the PO) 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 “Technical Data” (as defined under the ITAR 22 CFR § 120.10).
ARTICLE 18 – CONFLICT OF INTEREST
Supplier affirms that, to the best of Supplier’s knowledge, no UC employee who has participated in UC’s decision-making concerning the Agreement has an “economic interest” in the Agreement or Supplier. A UC employee’s “economic interest” means: A. An investment worth $2,000 or more in Supplier or its affiliate; B. A position as director, officer, partner, trustee, employee or manager of Supplier or its affiliate; C. Receipt during the past 12 months of $500 in income or $440 in gifts from Supplier or its affiliate; or D. A personal financial benefit from the Agreement in the amount of $250 or more.
In the event of a change in these economic interests, Supplier will provide written notice to UC within thirty (30) days after such change, noting such changes. Supplier will not be in a reporting relationship to a UC employee who is a near relative, nor will a near relative be in a decision making position with respect to Supplier.
ARTICLE 19 – AUDIT REQUIREMENTS
The Agreement, and any pertinent records involving transactions relating to this Agreement, is subject to the examination and audit of the Auditor General of the State of California or Comptroller General of the United States or designated Federal authority for a period of up to five (5) years after final payment under the Agreement. UC, and if the underlying grant, cooperative agreement or federal contract so provides, the other contracting Party or grantor (and if that be the United States or an instrumentality thereof, then the Comptroller General of the United States) will have access to and the right to examine Agreement No. 32700179
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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 – PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF INSTITUTIONAL INFORMATION A. Prohibition on Access, Use and Disclosure of 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 obligations governing the access, use and disclosure of Institutional Information prior to Supplier’s disclosure. Supplier shall be liable for any breach of this Agreement by its employees. For avoidance of doubt, this provision prohibits Supplier from using for its own benefit Institutional Information and any information derived therefrom. For the avoidance of doubt, the sale of Institutional Information is expressly prohibited.
B. Compliance with Applicable Laws and Industry Best Practices. Supplier agrees to comply with all applicable state, federal, and foreign laws, as well as industry best practices, governing the collection, access, use, disclosure, safeguarding and destruction of Institutional Information. Supplier agrees to protect the privacy and security of Institutional Information according to all applicable laws and industry best practices, and no less rigorously than it protects its own information, but in no case less than reasonable 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 disclosure. Confidential Information will not be considered confidential to the extent that: (i) Supplier can demonstrate by written records was known to Supplier prior to the effective date of the Agreement; (ii) is currently in, or in the future enters, the public domain other than through a breach of the Agreement or through other acts or omissions of Supplier; (iii) is obtained lawfully from a third party; or (iv) is disclosed under the California Public Records Act or legal process. For the avoidance of doubt, as applicable to Supplier’s Services, Confidential Institutional Information may include any information that identifies or is capable of identifying a specific individual, including but not limited to:
a. Personally identifiable information,
b. Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the HIPAA regulations (including, but not limited to 45 C.F.R. § 160.103), c. Medical information as defined by California Civil Code § 56.05, d. Cardholder data,
e. Student records, or
f. Individual financial information that is subject to laws restricting the use and disclosure of such information, including but not limited to:
i. Article 1, Section 1 of the California Constitution; the California Information Practices Act (Civil Code § 1798 et seq.);
ii. The federal Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801(b) and 6805(b)(2)); iii. The federal Family Educational Rights and Privacy Act (20 U.S.C. § 1232g); iv. The federal Fair and Accurate Credit Transactions Act (15 U.S.C. § 1601 et seq.); v. The Fair Credit Reporting Act (15 U.S.C. § 1681 et seq), and vi. Applicable international privacy laws, including, but not limited to the General Data Protection Regulation.
D. Required Disclosures of Institutional Information. If Supplier is required by a court of competent jurisdiction or an administrative body to disclose Institutional 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 still 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 confidential treatment will be afforded to any Confidential Institutional Information.
E. No Offshoring. Supplier’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 written authorization by UC.
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F. Conflict in Terms. UC’s Appendix – Data Security, Appendix – BAA, and/or Appendix GDPR will control in the event that one or more appendices is incorporated into the Agreement and conflicts with the provisions of this Article.
G. Acknowledgement. Supplier acknowledges that remedies at law would be inadequate to protect UC against any actual or threatened breach of this Section by Supplier, and, without prejudice to any other rights and remedies otherwise available to UC, Supplier agrees to the granting of injunctive relief in UC’s favor without proof of actual damages.
ARTICLE 21 – UC WHISTLEBLOWER POLICY
UC is committed to conducting its affairs in compliance with the law, and has established a process for reporting and investigating suspected improper governmental activities. Please visit http://www.ucop.edu/uc-whistleblower/ for more information.
ARTICLE 22 – SUSTAINABLE PROCUREMENT GUIDELINES
Supplier will conduct business using environmentally, socially, and economically sustainable products and services (defined as products and services with a lesser or reduced effect on human health and the environment, and which generate benefits to the University as well as to society and the economy, while remaining within the carrying capacity of the environment), to the maximum possible extent consistent with the Agreement, and with the University of California Sustainable Practices Policy (https://policy.ucop.edu/doc/3100155) and the University of California Sustainable Procurement Guidelines:
https://www.ucop.edu/procurement-services/for-ucstaff/sustainable-procurement/sustainableprocurementguidelines.pdf In accordance with the University of California Sustainable Practices Policy, Supplier will adhere to the following requirements and standards, as applicable. Supplier acknowledges that failure to comply with any of the sustainability standards and requirements in the Agreement will constitute a material breach of the Agreement and UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation.
A. Sustainability Marketing Standards. Supplier sustainability related claims, where applicable, must meet UC recognized certifications and standards set forth in the UC Sustainable Procurement Guidelines and/or meet the standards of Federal Trade Commission’s (FTC) Green Guides.
B. Electronic Transfer of Supplier Information. Suppliers, when interacting with the 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 physical format if specifically required or requested by a UC representative.
C. Packaging Requirements. All packaging must be compliant with the Toxics in Packaging Prevention Act (AB 455) and must meet all additional standards and requirements set forth in the UC Sustainable Practices Policy. In addition, UC requires that all packaging meet at least one of the criteria listed below:
a. Uses bulk packaging;
b. Uses reusable packaging (e.g. totes reused by delivery service for next delivery); c. Uses innovative packaging that reduces the weight of packaging, reduces packaging waste, or utilizes packaging that is a component of the product;
d. Maximizes recycled content and/or meets or exceeds the minimum post-consumer content level for packaging in the U.S. Environmental Protection Agency Comprehensive Procurement Guidelines; e. Uses locally recyclable or certified compostable material.
D. Foodservice Foam Ban. As of 2018, the University no longer allows packaging foam or expanded polystyrene (EPS) for takeaway containers or other food service items, in any University-owned or -operated food service facility.
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 utilized 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-density polyethylene foam, polypropylene foam, polystyrene foam (i.e. expanded polystyrene (EPS)), polyurethane foam, polyethylene foam, polyvinyl chloride (PVC) foam, and microcellular foam. Not included in this ban are easily biodegradable, plant-based foams such as those derived from corn or 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 enabled with eProcurement hosted catalog functionality must clearly identify products with UC-recognized certifications, as defined by the UC Sustainable Procurement Guidelines, in both hosted and punch-out catalog e-procurement environments.
ARTICLE 23 – PATIENT PROTECTION AND AFFORDABLE CARE ACT (PPACA) EMPLOYER SHARED RESPONSIBILITY If the Services involve Supplier furnishing UC with temporary or supplementary staffing, Supplier warrants that:
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A. If Supplier is an Applicable Large Employer (as defined under Treasury Regulation Section 54.4980H-1(a)(4)):
a. Supplier offers health coverage to its full-time employees who are performing Services for UC; b. Supplier’s cost of enrolling such employees in Supplier’s health plan is factored into the fees for the Services; and c. The fees for the Services are higher than what the Services would cost if Supplier did not offer health coverage to such full-time employees.
B. If Supplier is not an Applicable Large Employer (as defined above):
a. Supplier offers group health coverage to its full-time employees who are performing Services for UC and such coverage is considered Minimum Essential Coverage (as defined under Treasury Regulation Section 1-5000A-2) and is Affordable (as defined under Treasury Regulation Section 54.4980H-5(e)); or b. Supplier’s full-time employees who are performing services for UC have individual coverage and such coverage satisfies the PPACA requirements for mandated individual coverage.
C. Supplier acknowledges that UC is relying on these warranties to ensure UC’s compliance with the PPACA Employer Shared Responsibility provision.
ARTICLE 24 - PREVAILING WAGES
Unless UC notifies Supplier that the Services are not subject to prevailing wage requirements, Supplier will comply, and will ensure that all sub-suppliers comply, with California prevailing wage provisions, including but not limited to those set forth in Labor Code sections 1770, 1771, 1771.1, 1772, 1773, 1773.1, 1774, 1775, 1776, 1777.5, and 1777.6. For purposes of the Agreement, the term “sub-supplier” means a person or firm, of all tiers, that has a contract with Supplier or with a sub-supplier to provide a portion of the Services. The term sub-supplier will not include suppliers, manufacturers, or distributors.
Specifically, and not by way of limitation, if apprenticable occupations are involved in providing the Services, Supplier will be responsible for ensuring that Supplier and any sub-suppliers comply with Labor Code Section 1777.5. Supplier and sub-supplier may not provide the Services unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5 and 1771.1. Notwithstanding the foregoing provisions, Supplier will be solely responsible for tracking and ensuring proper payment of prevailing wages regardless if Services are partially or wholly subject to prevailing wage requirements. In every instance, Supplier will pay not less than the UC Fair Wage (defined as $13 per hour as of 10/1/15, $14 per hour as of 10/1/16, and $15 per hour as of 10/1/17) for Services being performed at a UC Location (defined as any location owned or leased by UC).
The California Department of Industrial Relations (DIR) has ascertained the general prevailing per diem wage rates in the locality in which the Services are to be provided for each craft, classification, or type of worker required to provide the Services.
A copy of the general prevailing per diem wage rates will be on file at each UC Location’s procurement office, and will be made available to any interested party upon request. Supplier will post at any job site:
A. Notice of the general prevailing per diem wage rates, and B. Any other notices required by DIR rule or regulation By this reference, such notices are made part of the Agreement. Supplier will pay not less than the prevailing wage rates, as specified in the schedule and any amendments thereto, to all workers employed by Supplier in providing the Services. Supplier will cause all subcontracts to include the provision that all sub-suppliers will pay not less than the prevailing rates to all workers employed by such sub-suppliers in providing the Services. The Services are subject to compliance monitoring and enforcement by the DIR. Supplier will forfeit, as a penalty, not more than $200 for each calendar day or portion thereof for each worker that is paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any portion of the Services provided by Supplier or any sub-supplier. The amount of this penalty will be determined pursuant to applicable law. Such forfeiture amounts may be deducted from the amounts due under the Agreement. If there are insufficient funds remaining in the amounts due under the Agreement, Supplier will be liable for any outstanding amount remaining due.
Supplier will also pay to any worker who was paid less than the prevailing wage rate for the work or craft for which the worker was employed for any portion of the Services, for each day, or portion thereof, for which the worker was paid less than the specified prevailing per diem wage rate, an amount equal to the difference between the specified prevailing per diem wage rate and the amount which was paid to the worker. Review of any civil wage and penalty assessment will be made pursuant to California Labor Code section 1742.
ARTICLE 25 – FAIR WAGE/FAIR WORK
If the Agreement is for Services that will be performed at one or more UC Locations, does not solely involve furnishing Goods, and are not subject to extramural awards containing sponsor-mandated terms and conditions, Supplier warrants that it is in compliance with applicable federal, state and local working conditions requirements, including but not limited to those set forth in Articles 11, 12 and 14 herein, and that Supplier pays its employees performing the Services no less than the UC Fair Agreement No. 32700179
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Wage. Supplier agrees UC may conduct such UC Fair Wage/Fair Work interim compliance audits as UC reasonably requests, as determined in UC’s sole discretion. Supplier agrees to post UC Fair Wage/Fair Work notices, in the form supplied by UC, in public areas (such as break rooms and lunch rooms) frequented by Supplier employees who perform Services.
For Services 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 a. At Supplier’s expense, provide an annual independent verification (https://www.ucop.edu/procurement-services/forsuppliers/fwfw-resources-suppliers.html) performed by a licensed public accounting firm (independent accountant) or the Supplier’s independent internal audit department (http://na.theiia.org/standardsguidance/topics/Pages/Independence-and-Objectivity.aspx) in compliance with UC’s required verification standards and procedures (https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html), concerning Supplier’s compliance with this provision, and b. Ensure that in the case of a UC interim audit, its independent accountant/independent internal auditor makes available to UC its work papers for UC Fair Wage/Fair Work 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 of the 12-month period in which $100,000 in spend is reached.
The Fair Wage Fair Work annual independent verification requirement does not extend to contracts for professional services or consulting for which pre-certification has been provided to UC (https://www.ucop.edu/procurement-services/forsuppliers/fwfw-resources-suppliers.html). Please see the UC Procurement/Supply Chain Management Policy BUS-43 (https://www.ucop.edu/procurement-services/policies-forms/business-and-finance/index.html) for the definition of professional services and consulting.
ARTICLE 26 – MEDICAL DEVICES
This Article applies when the Goods and/or Services involve UC purchasing or leasing one or more medical devices from Supplier, or when Supplier uses one or more medical devices in providing Goods and/or Services to UC.
Medical Device as used herein will have the meaning provided by the U.S. Food and Drug Administration (“FDA”) and means an instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent, or other similar or related article, including a component part, or accessory which is:
a. Recognized in the official National Formulary, or the United States Pharmacopoeia, or any supplement to them; b. Intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease, in humans or other animals, or
c. 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 chemical action within or on the body of humans or other animals and which is not dependent upon being metabolized for the achievement of any of its primary intended purposes.
Supplier warrants that prior to UC’s purchase or lease of any Medical Device or Supplier’s use of any Medical Device in providing Goods and/or Services hereunder, Supplier will:
a. Perform security testing and validation for each such Goods and/or Services or Medical Device, as applicable; b. 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; c. Conduct a vulnerability scan encompassing all ports and fuzz testing; and d. Provide UC with reports for a-c. Supplier warrants that all Goods or Medical Devices are 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 will maintain 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 applicable. All such patches and other security updates will be made available to UC within thirty (30) days of its commercial release or as otherwise recommended by Supplier or Supplier’s sub-supplier, whichever is earlier.
Supplier warrants that all software and installation media not specifically required for any Medical Device used by Supplier or Goods and/or Services delivered to UC under this Agreement as well as files, scripts, messaging services and data will be Agreement No. 32700179
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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 Medical Device will be disabled at time of installation. In addition, Medical Devices must be configured so that only Supplier-approved applications will run on such Medical Devices.
Supplier agrees that UC may take any and all actions that it, in its sole discretion, deems necessary to address, mitigate and/or rectify any real or potential security threat, and that no such action, to the extent such action does not compromise device certification, will impact, limit, reduce or negate Supplier’s warranties or any of Supplier’s other obligations hereunder.
Supplier warrants that any Medical Device provided to UC, and any other Medical Device used in the course of providing such Goods and/or Services, meet and comply with all cyber-security guidance and similar standards promulgated by the FDA and any other applicable regulatory body.
If the Goods and/or Services entail provision or use of a Medical Device, Supplier will provide UC with a completed Manufacturer Disclosure Statement for Medical Device Security (MDS2) form for each such Medical Device before UC is obligated to purchase or lease such Medical Device or prior to Supplier’s use of such device in its performance of Services. If Supplier provides an MDS2 form to UC concurrently with its provision of Goods and/or Services, UC will have a reasonable period of time to review such MDS2 form, and if the MDS2 form is unacceptable to UC, then UC in its sole discretion may return the Goods or terminate the Agreement with no further obligation to Supplier.
ARTICLE 27 – FORCE MAJEURE
Neither Party shall be deemed to be in default of or to have breached any provision of this Agreement due to a delay, failure in performance or interruption of service, if such performance or service are impossible to execute, illegal or commercially impracticable, because of the following “force majeure” occurrences: acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, transportation contingencies, freight embargoes, acts or orders of any government or agency or official thereof, earthquakes, fires, floods, unusually severe weather, epidemics, pandemics, quarantine restrictions and other catastrophes or any other similar occurrences beyond such party’s reasonable control. In every case, the delay or failure in performance or interruption of service must be without the fault or negligence of the Party claiming excusable delay and the Party claiming excusable delay must promptly notify the other Party of such delay.
Performance time under this Agreement shall be considered extended for a period of time equivalent to the time lost because of the force majeure occurrence; provided, however, that if any such delay continues for a period of more than thirty (30) days, UC shall have the option of terminating this Agreement upon written notice to Supplier.
ARTICLE 28 – ASSIGNMENT AND SUBCONTRACTING
Except as to any payment due hereunder, Supplier may not assign or subcontract the Agreement without UC’s written consent.
In case such consent is given, the assignee or subcontractor will be subject to all of the terms of the Agreement.
ARTICLE 29 – NO THIRD-PARTY RIGHTS
Nothing in the Agreement, express or implied, is intended to make any person or entity that is not a signer to the Agreement a third-party beneficiary of any right created by this Agreement or by operation of law.
ARTICLE 30 – OTHER APPLICABLE LAWS
Any provision required to be included in a contract of this type by any applicable and valid federal, state or local law, ordinance, rule or regulations will be deemed to be incorporated herein.
ARTICLE 31 – NOTICES
A Party must send any notice required to be given under the Agreement by overnight delivery or by certified mail with return receipt requested, to the other Party’s representative at the address specified by such Party.
ARTICLE 32 – SEVERABILITY
If a provision of the Agreement becomes, or is determined to be, illegal, invalid, or unenforceable, that will not affect the legality, validity or enforceability of any other provision of the Agreement or of any portion of the invalidated provision that remains legal, valid, or enforceable.
ARTICLE 33 – WAIVER
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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 is a Material Change to the Agreement, the parties agree to meet and confer in good faith in order to modify the terms of the Agreement. A Material Change as used herein refers to:
a. A change to the scope of Goods and/or Services to be provided by Supplier, as agreed to by UC; b. A change in the Institutional Information Supplier is required to create, receive, maintain or transmit in performance of the Agreement, such that the Protection Level Classification of such Institutional 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 applicable to this Agreement.
Each party shall notify the other party upon the occurrence of a Material Change.
ARTICLE 35 – GOVERNING LAW AND VENUE
California law will 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 is Alameda County, California.
ARTICLE 36 – ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS 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 Supplier includes in an order form or similar document will be of no force and effect, unless UC expressly agrees in writing to such terms.
ARTICLE 38 – SURVIVAL CLAUSE
Upon expiration or termination of the Agreement, the following provisions will survive: WARRANTIES; INTELLECTUAL PROPERTY, COPYRIGHT, PATENTS, AND DATA RIGHTS; INDEMNITY AND LIABILITY; USE OF UC NAMES AND TRADEMARKS; LIABILITY FOR UC-FURNISHED PROPERTY; COOPERATION; TERMS APPLICABLE TO THE FURNISHING OF GOODS; AUDIT REQUIREMENTS; PROHIBITION ON UNAUTHORIZED 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 employees in the American Federation of State, County, and Municipal Employees (AFSCME) Patient Care Technical (EX) and Service (SX) bargaining units.
Covered Services include, but are not necessarily limited to, the following services: cleaning, custodial, janitorial, or housekeeping services; food services; laundry services; grounds keeping; building maintenance (excluding skilled crafts); transportation and parking services; security services; billing and coding services; sterile processing; hospital or nursing assistant services; and medical imaging or other medical technician 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 limited to those set forth in in other Articles of the Agreement. In accordance with Regents Policy 5402 and Article 5 of the AFSCME EX and SX Collective Bargaining Agreements, 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 and Benefit Parity Appendix – received by UC employees providing similar services at the same, or nearest UC location.
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Supplier shall be prepared to report to UC the total hours worked by each employee or contract worker (collectively the “Worker”) who performed services on behalf of Supplier pursuant to this Agreement. Upon request Supplier shall report each worker’s name and hours worked providing covered services to UC. Failure to comply with the wages or reporting requirements of this clause will be considered a breach of this Agreement.
Supplier fully acknowledges that should any Worker work (i) 1,000 hours in a rolling twelve (12) month period; or (ii) 35% time over a rolling thirty-six (36) month period on behalf of Supplier pursuant to this Agreement, that Worker will be deemed a “qualified individual” (“QI”) and will be eligible for UC employment. Supplier acknowledges and agrees that should UC make an offer of employment to any QI, and/or if the Worker accepts employment with UC, UC will not be in breach of this Agreement or in violation of any other legal obligation it has to Supplier.
Upon UC’s request, Supplier also agrees to provide verification of an independent audit of wage and benefit parity compliance.
This audit must be performed by Supplier’s independent auditor or independent internal audit department and at Supplier’s expense. Supplier agrees to provide UC requested verification, in a form acceptable to UC, no later than ninety days after receiving request.
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Sustainable Procurement
Guidelines
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Table of Contents
1. Glossary ........................................................................................................................................................................ 3
2. Introduction .................................................................................................................................................................. 6
3. Document Guide ........................................................................................................................................................ 6
4. Reporting ...................................................................................................................................................................... 6
5. Green Spend Overview ............................................................................................................................................ 7 Category Criteria ............................................................................................................................................................................................. 7 Category Scope ............................................................................................................................................................................................... 7 Category Specifications .............................................................................................................................................................................. 7 Category Timeline .......................................................................................................................................................................................... 8
6. Product Category Guidance .................................................................................................................................. 9 Appliances & IT Hardware ........................................................................................................................................................................ 9 Cleaning and Janitorial Supplies ........................................................................................................................................................ 11 Flooring .............................................................................................................................................................................................................. 13 Food and Beverages ................................................................................................................................................................................. 18 Foodware ......................................................................................................................................................................................................... 19 Indoor Furniture .................................................................................................. Lighting .............................................................................................................................................................................................................. 24 Office Supplies .............................................................................................................................................................................................. 25 Water Appliances and Fixtures ........................................................................................................................................................... 27
7. Universal Guidance for all Products ................................................................................................................ 28 Chemicals of Concern Specifications.............................................................................................................................................. 28 Packaging Specifications ........................................................................................................................................................................ 28 Foam Ban Guidance ................................................................................................................................................................................. 29
8. Economically and Socially Responsible Spend .......................................................................................... 31 EaSR Spend Criteria ................................................................................................................................................................................. 31
9. Best Practices for Procurement Services ...................................................................................................... 33
10. Approval Procedure Updates and Changes .................................................................................................. 34 Change Log .................................................................................................................................................................................................... 34
11. Appendices ................................................................................................................................................................ 35 ..................................................................................................................................... 35 Sustainable Spend ..................................................................................................................................................................................... 39 Agreement No. 32700179
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1. Glossary
All definitions below are adopted from the UC Sustainable Practices Policy, BUS-43 or Commerce Appendix, unless otherwise noted. For additional procurement policies, procedures and definitions, refer to BUS-43. Addressable Spend: Spend that can be impacted through sourcing activities. For the purposes of this policy, addressable spend relates to the spend within a specific product or service category.
Best Value: The most advantageous balance of price, quality, service, performance, and other elements as defined by the University, achieved through methods in accordance with Public Contract Code Section 10507.8 and determined by objective performance criteria that may include price, features, long-term functionality, lifecycle costs, overall sustainability, required services, and the reduction of overall operating costs included in the proposal.
Catalog: 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. See definitions for Hosted Catalog and Punch-out Catalog for more information.
Commodity Manager: A manager or buyer assigned responsibility on a university-wide basis for coordinating standards and specification development covering specific commodities, or groups of commodities. A Commodity Manager develops a commodity strategy and leads a team with representation from Locations on the development of the initiative plan, the research for developing product specifications, creation of the Request for Proposal documents, and then leads the team through the bidding and award processes. The Commodity Manager at the Office of the President also manages the resulting Systemwide agreement(s) on an ongoing basis.
[Procurement] Contract: A fully executed (signed by both parties) legally binding agreement for the procurement of goods and/or services by the University that defines performance standards, scope of work, and complex terms associated with the purchase of a good or service.
Criteria: Element(s) included in the qualitative and price/cost factors for bid evaluation.
Economically and Socially Responsible (EaSR) Spend: Spend on products or services supplied by a business holding one of the UC-recognized certifications listed in the UC Sustainable Procurement Guidelines.
Environmentally Preferable: Designation for those products whose manufacture, use, and disposal results in relatively less environmental harm than comparable products. This definition is provided for clarification within the Guidelines and is not defined within other UC policy. eProcurement: electronic web-based
purchasing and catalog systems. Each campus has a branded eProcurement site.
Expanded Polystyrene (EPS): As defined by the City of San Francisco, blown polystyrene and expanded and extruded foams, which are thermoplastic petrochemical materials utilizing a styrene monomer and processed by any number of techniques including but not limited to, fusion of polymer spheres (expanded bead polystyrene), injection molding, foam molding, and extrusion-blown molding (extruded foam polystyrene).
Full Time Equivalent (FTE): A full-time equivalent employee is the hours worked by one employee on a fulltime basis and can be used to convert the hours worked by several part-time employees into the hours worked by full-time employees. A full-time employee is assumed to work 40 hours in a standard week.
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Hosted Catalog: A Catalog that is a properly formatted computer file supplied to UC campuses through the respective eProcurement systems.
LEEDTM: Leadership in Energy and Environmental Design. LEED is a registered trademark of the U.S. Green Building Council (USGBC). This trademark applies to all occurrences of LEED in this document. LEED is a green building rating system developed and administered by the non-profit U.S. Green Building Council. The four levels of LEED certification, from lowest to highest, are Certified, Silver, Gold, and Platinum. LEED has several rating systems. The UC Sustainable Practices Policy refers to the following rating systems:
LEED for Interior Design and Construction (LEED-ID+C) for renovation projects, LEED for Building Operations and Maintenance (LEED-O+M) for the ongoing operational and maintenance practices in buildings, and
LEED for Building Design and Construction (LEED-BD+C) for new buildings and major renovations of existing buildings.
Market Basket: A representative sample of goods and services made available to staff for purchasing that focuses on the top 80% of overall spend over a 12-month period.
Packaging Foam: Any open or closed cell, solidified, polymeric foam used for cushioning or packaging, including but not limited to: Ethylene-vinyl acetate (EVA) foam, Low-density polyethylene (LDPE) foam, Polychloroprene foam (Neoprene), Polypropylene (PP) foam, Polystyrene (PS) foam (including expanded polystyrene (EPS), extruded polystyrene foam (XPS) and polystyrene paper (PSP), Polyurethane (PU) foams, Polyethylene foams, Polyvinyl chloride (PVC) foam, and Microcellular foam. Not included are easily biodegradable, plant-based foams such as those derived from corn or mushrooms.
Policy Exception Authority: The responsible authority for granting exceptions to items III.G.5.a. and V.G.7. in the Sustainable Procurement sections of the UC Sustainable Practices Policy will be the Chief Procurement Officer for a non-UC Health Systemwide or Office of the President contract; the AVP, UC Health Procurement for a UC Health Systemwide contract; and otherwise, the Procurement/Supply Chain Director of the campus, medical center, or Laboratory. This definition is provided for clarification within the Guidelines and is adapted from the definition in BFB-BUS-43 Purchases of Goods and Services; Supply Chain Management. Preferred Level Green Spend: Spend on products meeting the UC Preferred Level of environmental sustainability criteria as laid out in the Product Category Guidance section of the UC Sustainable Procurement Guidelines.
Punch-Out Catalog: A Catalog hosted by a Supplier on its Supplier Site. Users may access this Punch-out Catalog via an Internet link provided by Supplier that redirects a User from the campus eProcurement system to the Supplier Site. Supplier Site means an internet site operated and maintained by Supplier that has been made subject to the UC Electronic Commerce Appendix.
Required Level Green Spend: Spend on products meeting the UC minimum Required Level of environmental sustainability criteria as laid out in the Product Category Guidance section of the UC Sustainable Procurement Guidelines.
Specifications: These should contain descriptions which are adequate to obtain competition, ensure responsive quotations, provide the same information to all competing suppliers, and, to the fullest extent practicable, do not favor one brand, trade name, article, manufacturer, or supplier over others.
Supplier: A Supplier is a service provider, contractor, vendor, or other entity entering into a contract or subcontract directly or indirectly with UC.
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Sustainable Practices Policy: Refers to the University of California Sustainable Practices Policy, governed by the UC Sustainability Steering Committee. This definition is provided for clarification within the Guidelines and is not defined within other UC policy.
Sustainable Procurement:
Purchasing that considers the economic, environmental,
spending. Sustainable Procurement allows organizations to procure their goods and services in a way that achieves value for money on a whole-life basis in terms of generating benefits not only to the organization, but also to society and the economy, while remaining within the carrying capacity of the environment.
Sustainable Procurement Working Group (SPWG): The working group charged with improving the integration of sustainable principles and practices into UC Procurement. The SPWG recommends changes to this document for review by the UC Procurement Leadership Council and recommends changes to the UC Sustainable Practices Policy for review by both the UC Procurement Leadership Council and UC Sustainability Steering Committee. This definition is provided for clarification within the Guidelines and is not defined within the UC Sustainable Practices Policy.
Total Cost of Ownership (TCO): An analysis of cost that considers not only purchase price, but also any costs associated with the acquisition, use, and disposal of the product. These costs may include some or all the following: freight, taxes and fees, installation, operation/energy use, maintenance, warranty, collection, end-of-life disposal or recycling, as well as social or environmental costs, such as the cost of purchasing pollution offsets or monitoring labor practices.
UC Procurement Leadership Council (PLC): The Procurement Leadership Council is a shared governance body composed of 11 voting members (the Systemwide CPO and the 10 Campus CPO/Procurement Directors) and 3 non-voting members from the Systemwide procurement function (Strategic Sourcing, Analytics & Systems, and the Program Management Office/Chief of Staff). The PLC exists to continuously improve UC supply chains through innovation and collaboration.
UC Sustainability Steering Committee: The UC systemwide committee charged with overseeing updates to and progress against the UC Sustainable Practices Policy. This definition is provided for clarification within the Guidelines and is not defined within the UC policy.
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2. Introduction
minimum
sustainability requirements for products and services purchased by the University of California and identify those product attributes that are strongly preferred, if not mandatory. act as a companion to the Sustainable
Procurement Policy and Procedure Sections of the UC Sustainable Practices Policy. argets for sustainable procurement as well as requirements for UC sustainable procurement practices, that is, the activities of University of California buyers as they relate to sustainable procurement. This Guidelines document outlines what the University considers to be sustainable at the product, product category, service, or industry level.
The UC Sustainable Practices Policy prioritizes waste reduction in the following order: reduce, reuse, and then recycle. Accordingly, sustainable procurement should look to reduce unnecessary purchasing first, then prioritize purchase of surplus or multiple use products, before looking at recyclable, compostable, or otherwise sustainable products.
3. Document Guide
These Guidelines are intended to be used by the following parties, for the following purposes:
1. University of California Office of the President Strategic Sourcing Centers of Excellence (i.e., commodity managers) and University Campus Procurement Services and Supply Chain Management Departments (i.e., commodity managers, buyers).
a. To educate personnel purchasing on behalf of the University on Required and Preferred Green (environmentally) and Economically and Socially Responsible (EaSR) sustainability criteria to be included in bid specifications and reporting.
b. To negotiate better pricing for products and services meeting the criteria described throughout these Guidelines and the Sustainable Practices Policy over traditional products and services, where opportunities exist.
c. To develop language and bid specifications stating that product and service offerings meeting the criteria described in these Guidelines will be required where they exist.
2. Department Level Buyers
a. To educate personnel purchasing on behalf of the University on Required and Preferred environmental (Green) and Economically and Socially Responsible (EaSR) sustainability criteria when making purchasing decisions.
4. Reporting
Reporting will be required in line with the University of California sustainable purchasing targets and reporting requirements as outlined in the Sustainable Practices Policy (see III. Policy Text, G. Sustainable Procurement; V. Procedures, G. Sustainable Procurement). Reporting will be based on the percentage of spend in each of the following categories out of the total addressable spend in that category. Reporting will commence by product or service category based on instruction in the sections below.
1. Green (environmentally preferable) Spend
2. Economically and Socially Responsible (EaSR) Spend
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5. Green Spend Overview
Required Level Green Spend is defined as spend on products meeting the UC minimum Required Level of environmental sustainability criteria as outlined in the Product Category Guidance section.
Preferred Level Green Spend is defined as spend on products meeting the UC Preferred Level of environmental sustainability criteria as outlined in the Product Category Guidance section. The percentage of Preferred Level Green Spend is calculated using the following methodology, for a given product category over a particular time period:
For example, the percent Green Spend calculation for EPEAT®-eligible electronics for Fiscal Year 16/17 is:
optional and not required as part of a annual Green Spend reporting. Please see Appendices The Dollar not Spent and Green Spend to find more information on the various allowable methodologies to Category Criteria
The following pages outline the environmental sustainability criteria the University uses to define a given product category as environmentally preferable for purposes of identifying products in Hosted and Punch-out Catalogs, and for calculating and reporting on Green Spend.
Recognized Certifications - These are reputable third-party certifications UC recognizes as identifying products that may have a reduced impact on humans and/or the environment. At campus discretion, products with these certifications may Hosted and Punch-out Catalogs.
Required Level - These are the minimum mandatory requirements for each product category, which should be included in all relevant bid solicitations. Products and services that fall into the product categories listed below but do not meet these minimum requirements shall not be listed in UC product Catalogs except at the express request of a campus. Products in each category must meet all Required Level criteria listed, unless otherwise noted.
Preferred Level - Preferred Level criteria are used for calculating Green Spend. The University is required to reach a minimum of 25% Green Spend, unless noted otherwise, as a total percentage of spend per product category within three fiscal years after a category is added to the Guidelines. At campus discretion, products meeting these criteria may be labeled Hosted and Punch-out Catalogs, and shall be given preference during evaluation in all relevant bid opportunities, where prices are comparable (based on a total cost of ownership assessment) and consistent with the needs of University researchers, faculty, and staff. Products must meet all applicable Required Level criteria to qualify for Preferred Level criteria.
Category Scope
A complete list of all the products covered under each category is listed or linked to in each category section.
Category Specifications
These additional specifications should be used during bid solicitations, contracting and as a reference when making department purchases. Minimum requirements for each product category are outlined in the third Agreement No. 32700179
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column of each category table. The items below are recommended for inclusion in Best Value bids. Other than those items referred to in Policy or Guidelines as mandatory, project teams need to determine which of the category specifications will be mandatory and preferred during the RFP development phase.
Category Timeline
This section outlines when product category guidance is added to the Guidelines, or updated, and when associated Green Spend goal(s) should be achieved. This is typically three (3) years from time added. For example, if a category is added to the Guidelines in June 2018, spend in that category should reach the 25% Green Spend target and minimum requirement standards no later than June 2021.
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6. Product Category Guidance
Appliances & IT Hardware
Green Spend Criteria
Recognized
Certifications and
Standards
Required Level
(minimum mandatory
requirements)
Preferred Level Examples of Products
in this Category
ENERGY STAR ® ENERGY STAR® ENERGY STAR® Data center equipment, dishwashers, refrigerators,
heating/cooling appliances,
ULT freezers, vending
machines
EPEAT® EPEAT® Bronze EPEAT® Gold or highest
available EPEAT® label for
given product category
Computers, monitors,
printers, PV modules and
inverters, servers
Scope
Appliances includes all electronic product categories covered and defined by the current ENERGY STAR ® label.
IT Hardware includes all electronic product categories covered and defined by the current EPEAT® ecolabel, including computers (desktop computers, notebook computers, integrated desktop computers, portable all-inone computers, slates/tablets, small-scale servers, thin clients, and workstations), displays (monitors and signage displays), servers, imaging equipment (copiers, digital duplicators, facsimile machines, multifunction devices, printers, mailing machines, and scanners), televisions, mobile phones, and photovoltaic modules and inverters.
Specifications
In addition to the criteria established in the table above, the University will ensure the following:
1. ctronic equipment must be e-Steward
certified by the Basel Action Network (BAN). In cases where the University has established take-back programs with a manufacturer, the University will require the manufacturer to become a BAN-certified e-Steward Enterprise. 2. Printers and copiers must have duplex printing capabilities and hold their warranty while using 100% recycled content paper.
3. Suppliers shall be required to deliver items to the University with energy efficiency and duplex printing functions enabled.
a. Departments will work with their IT departments to ensure that features remain enabled for the Timeline
For ENERGY STAR ®, there is no timeline for adherence with this specification, as it is already required for all applicable purchases.
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IT Hardware guidance, specifically regarding EPEAT® criteria was approved and added to the UC Sustainable Procurement Guidelines at the start of FY 18/19, the University should reach its Preferred Level target no later than the close of FY 20/21.
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Cleaning and Janitorial Supplies
Green Spend Criteria
Recognized Certifications and
Standards
Required Level
(minimum mandatory
requirements)
Preferred Level Examples of Products
in this Category
From AASHE STARS ® 2.2
Technical Manual Cleaning and
Janitorial criteria (OP-13 p. 1):
Blue Angel labeled (German
Federal Environment Agency)
Cradle to Cradle Certi
Products Program
ECOLOGO certified (UL
Environment)
EU Ecolabel
Forest Stewardship Council
(FSC) certified
Good Environmental Choice
Australia (GECA) certified
Green Seal® certified
Nordic Swan labeled (Nordic
Ecolabelling Board)
U.S. EPA Safer Choice labeled
Other multi-criteria sustainability
standards and ISO Type 1
ecolabels
developed/administered by
Global Ecolabelling Network
and/or ISEAL Alliance member
organizations
A minimum of 25% of
purchases must meet at
least one of the
recognized certifications
and standards found
under AASHE STARS 2.2
Cleaning and Janitorial
criteria (OP-13 p. 1).
A minimum of 75%
of purchases must
meet at least one
of the recognized
certifications and
standards found
under AASHE
STARS 2.2
Cleaning and
Janitorial criteria
(OP-13 p. 1).
Disinfectants, laundry
detergent, dishwashing
detergent, hand soap,
general purpose cleaners,
carpet cleaner
Scope
As described in AASHE STARS ® 2.2 Technical Manual (OP-13 p.1), cleaning and janitorial supplies include general purpose bathroom, glass and carpet cleaners; degreasing agents; biologically-active cleaning products (enzymatic and microbial products); floor-care products (e.g. floor finish and floor finish strippers); hand soaps and hand sanitizers; disinfectants; and metal polish and other specialty cleaning products. Also included are janitorial paper products such as toilet tissue, tissue paper, paper towels, hand towels, and napkins. Other janitorial products and materials (e.g., cleaning devices that use only ionized water or electrolyzed water) are excluded from this category.
Specifications
Disinfectants
All disinfectants must be EPA-registered and should contain only the following active ingredients: hydrogen peroxide, citric acid, lactic acid, caprylic (octinoic) acid . If possible, avoid disinfectants containing: chlorine bleach (hypochlorites), quaternary ammonium compounds Currently, there is no UC-recognized sustainability certification for disinfectants. To increase the percentage of Green Spend for Cleaning and Janitorial Supplies and follow green cleaning practices, it is recommended that each site assess its current usage and application of disinfectants. Disinfectant use should be limited to highrisk surfaces (campuses where there is a higher risk for blood borne incidents, skin contact (MRSA risk), or Agreement No. 32700179
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contact with feces and body fluids) and where required by regulation. Microbes can be effectively removed from high-touch surfaces (door handles, faucet handles, handrails, drinking fountains etc.) by frequent and proper cleaning with a regular cleaning product.1
Where disinfectants are required, refer to these Safer Products and Practices for Disinfecting and Sanitizing Surfaces, and use the SF Approved Safer disinfectants for COVID-19 web tool.
Timeline
This guidance was approved and added to the UC Sustainable Procurement Guidelines at the start of FY 18/19, the University should reach its Preferred Level target no later than the close of FY 20/21. 1 Guide to Safe and Effective Cleaning and Disinfecting is available here.
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Flooring
Green Spend Criteria
Product or
Service
Category
Recognized
Certifications and
Standards
Required Level (minimum
mandatory requirements)
Preferred Level Examples of
Products in
this
Category
Adhesives Green Seal®
EcoLogo
SCS FloorScore
Standard
GREENGUARD®
Gold
Carpet and Rug
Institute (CRI) Green
Label Plus
Must meet ALL the following
requirements:
Meets one of the
recognized certifications
Complies with the VOC
limit (50) established in
Rule 1168 by the South
Coast Air Quality
Management District
(SCAQMD)
Is free of chemicals contained
on the Prop 65 list of
substances that are known to
the State of California to
cause cancer, birth defects or
other reproductive harm, and
those identified by the
Association of Occupational
and Environmental Clinics
(AOEC) as asthmages.
In addition:
installation methods as
these virtually eliminate
VOCs from installation to
the purchasing entity.
Adhesives for
carpet and
flooring
Carpet NSF/ANSI 140®
Standard (most
recent version)
Cradle to Cradle
Silver
or higher
Must meet ALL the following
requirements:
Meets one of the
recognized certifications
Solution dyed
Has a ten-year warranty
from the date of
Certificate of Agency Use
and Occupancy
Has at least 10% postconsumer recycled
content or 30% total
recycled content
In addition:
Has an Environmental
Product Declaration
(EPD) Transparency
Summary
Is free of the following
chemicals of concern:
1. Antimicrobials
2. Coal fly ash
3. Flame retardants
4. Fluorinated stainresistant chemicals (e.g.,
per fluorinated
chemicals (PFCs))
5. Formaldehyde
6. Lead
7. Mercury
8. Nanomaterials
9. Phthalates
10. Polyvinyl chloride
(PVC)
Tile and
broadloom
Carpet
Cushion
Carpet and Rug
Label Plus
SCS FloorScore
Standard
GREENGUARD®
Gold
Cradle to Cradle
Silver
or higher
Must meet ALL the following
requirements:
Meets one of the
recognized certifications
Meets the minimum
recycled-content
Comprehensive
Procurement Guidelines
established by the US
EPA
In addition:
Has an Environmental
Product Declaration
(EPD) Transparency
Summary
Is free of the following
chemicals of concern:
1. Antimicrobials
2. Coal fly ash
3. Flame retardants
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4. Fluorinated stainresistant chemicals (e.g.,
per fluorinated
chemicals (PFCs))
5. Formaldehyde
6. Lead
7. Mercury
8. Nanomaterials
9. Phthalates
10. Polyvinyl chloride
(PVC)
Hard
Surface
Flooring
NSF-332 Gold or
Higher
Cradle to Cradle
Silver
or higher
SCS FloorScore
Standard
GREENGUARD®
Gold
Forest
Stewardship
Council (FSC)
Must meet ALL the following
requirements:
Meets one of the
recognized certifications
Has a minimum warranty
in line with industry
standards
In addition:
Contains at least 30%
post-consumer recycled
content or 50% total
recycled content
Has an Environmental
Product Declaration
(EPD) Transparency
Summary
Is free of the following
chemicals of concern:
1. Antimicrobials
2. Coal fly ash
3. Flame retardants
4. Fluorinated stainresistant chemicals (e.g.
per fluorinated
chemicals (PFCs))
5. Formaldehyde
6. Lead
7. Mercury
8. Nanomaterials
9. Phthalates
10. Polyvinyl chloride
(PVC)
Resilient
flooring (vinyl,
linoleum, cork,
rubber, etc.),
tile, wood
flooring,
laminate
flooring,
stone-related
products and
accessories
Scope
Carpet, Adhesives, and Carpet Padding
Products in this category include tile and broadloom applications. The University has a strong preference towards tile installation and encourages the use of carpet tile in all suitable applications.
Hard Surface Flooring
Products in this category include resilient flooring (vinyl, linoleum, cork, rubber, etc.), tile, wood flooring, laminate flooring, stone-related products and accessories.
Specifications2
Materials of Concern
Suppliers shall disclose whether each product offered on the contract contains any of the following chemicals and materials of concern.
2 These specifications were adapted from the University of California Systemwide Flooring bid available here.
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It is desirable that suppliers offer products free from the chemicals and materials listed below:
1. Antimicrobials
2. Coal fly ash
3. Flame retardants
4. Fluorinated stain-resistant chemicals (e.g., per fluorinated chemicals (PFCs))
5. Formaldehyde
6. Lead
7. Mercury
8. Nanomaterials
9. Phthalates
10. Polyvinyl chloride (PVC)
Suppliers shall disclose whether each product offered on the contract has a California Proposition 65 warning label notifying consumers that it contains a chemical known to the State of California to cause cancer, birth defects or other reproductive harm.
Environmental Product Declaration
Suppliers shall disclose whether each product offered has an Environmental Product Declaration (EPD) Transparency Summary. It is desirable for all products to have an EPD Transparency Summary. An EPD is a -based environmental impacts. If possible, the EPD should conform to industry standards such as ISO 14025, which was developed by the International Organization for Standardization (ISO).
Carpet Tile and Broadloom
The University has a strong preference towards tile installation and encourages the use of carpet tile in all suitable applications. All broadloom and carpet tile must meet the following specifications:
Certified to the NSF/ANSI 140® Standard (most recent version) or Silver or higher. Supplier shall provide proof of independent third party certification with bid submission.
Carpet must be a solution dyed product, a manufacturing process where colored dye is thoroughly mixed into the liquid fiber solution before fibers are extruded, bringing the color all the way through the fiber. This technique results in a colorfast product that is highly resistant to fading or bleached color effects, allowing cleaning with a mild bleach solution ideally suited for settings where stains and germs can be a sanitary issue. Solution-dyed fabrics are well-suited for floorcovering in high-traffic settings.
At a minimum, all carpet must have a ten-year warranty from the date of Certificate of Agency Use and Occupancy. Carpet manufacturers must replace carpet that does not comply with specifications or that fail within the specified warranty period. Supplier shall be responsible for all associated product and labor costs.
It is required that the products have at least 10% post-consumer recycled content or 30% total recycled content.
It is required that 100% of existing carpet (including carpet padding) be recyclable/disposed of at a recycling facility that accepts carpet for recycling unless otherwise required by law. Recycling means products.
o Recycling does not include:
Carpet As Alternative Fuel (CAAF)
Burning Carpet in Cement Kilns
Waste-to-Energy (WTE)
Any high temperature material destruction or conversion Carpet used as alternative daily cover (ADC)
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o Carpet must be properly handled for effective recycling. It must be:
Dry
Debris-free (i.e., free of trash, dirt, tack strips, cutting blades, nails, sharps, etc.) Rolled, stacked, or folded
o Broadloom carpet must be:
Cut into manageable sections
Separated from any carpet padding, if applicable
o Awarded bidders shall be required to provide written verification documenting that existing carpet removed from a
Stewardship for Carpets regulations are available from CalRecycle. Adhesives All carpet and flooring adhesives must:
Have earned at least one the following third-party certifications:
o Green Seal®
o UL EcoLogo
o Scientific Certifications Systems (SCS) FloorScore
o UL GREENGUARD® Gold
o Carpet and Rug Institute (CRI) Green Label Plus
Comply with the VOC limit (50) established in Rule 1168 by the South Coast Air Quality Management District (SCAQMD).
Be free of any chemicals on either of the following lists:
o Prop 65 list of substances that are known to the State of California to cause cancer, birth defects or other reproductive harm. This may include, for example: benzene, formaldehyde, methylene chloride, n-hexane, perchloroethylene, or toluene; o List of asthmagens by the Association of Occupational and Environmental Clinics (AOEC). This may include, for example: epoxy resins, diisocyanates, latex, and urea formaldehyde.
It is desirable to o
purchasing entity.
Carpet Cushion
Carpet cushion (also called padding) is only applicable for certain broadloom installations; therefore, these specifications only apply for that use.
Carpet cushion must be certified by one of the following:
o
o
o UL GREENGUARD® Gold
o at the Silver lever or higher
It is required for carpet cushion to meet the minimum recycled-content Comprehensive Procurement Guidelines established by the US EPA. Hard Surface Flooring Products in this category include resilient flooring (vinyl, linoleum, cork, rubber, etc.), tile, wood flooring, laminate flooring, stone-related products and accessories.
All hard surface flooring must be:
o Cradle to Cradle Certifie at the Silver lever or higher o Certified to the NSF-332 Gold standard or higher
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o Certified by Scientific Certification System (SCS) under its FloorScore Standard o Certified to UL GREENGUARD® Gold
o Certified by the Forest Stewardship Council (FSC)
All products must have a minimum warranty in line with industry standards. Manufacturers must replace flooring that does not comply with specifications or that fail within the specified warranty period.
Supplier will be responsible for all associated product and labor costs.
The University prefers products that contain at least 30% post-consumer recycled content or 50% total recycled content.
Resilient Flooring
Floor tiles and sheet product (plastic and rubber, including heavy duty) must meet the following criteria:
Rubber tile flooring must conform to ASTM D 412, ASTM D 2240 05, ASTM F 1344 12e.
Sheet vinyl floor covering must conform to ASTM F 1303 04, ASTM F 1516, ASTM F 1913 04, ISO 10581, and ISO 10582 and/or ASTM F 1700 13a.
Sheet and tile linoleum must conform to ASTM F2034, ASTM F2195 13, ASTM F137, ASTM F925, ASTM F1514, ASTM F1515, ASTM F1516.
Vinyl composition tile flooring must conform to ASTM F 1066 04 and ISO 10582 and/or ASTM F 1700 13a.
Solid vinyl tile/luxury vinyl tile must conform to ISO 10582 and/or ASTM F 1700 13a.
Timeline
This guidance was approved and added to the UC Sustainable Procurement Guidelines at the start of FY 21/22, the University should reach its Preferred Level target no later than the close of FY 23/24.
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Food and Beverages
Green Spend Criteria
Recognized
Certifications and
Standards
Required Level
(minimum mandatory
requirements)
Preferred Level Examples of Products in
this Category
AASHE STARS ® 2.2
Technical Manual Food
and Beverage
-07
p. 6)
A minimum of 25% of
purchases meet the AASHE
STARS 2.2 criteria
A minimum of 25% of
purchases meet the AASHE
STARS 2.2 criteria
Produce, poultry products,
dairy products
Scope
Sustainably or ethically produced food or beverages are those certified or verified as meeting the standards listed in the AASHE STARS 2.2 Technical Manual Standards and Terms table.
Note that the health systems follow the Practice Green Health (PGH) Healthier Food Purchasing Standards definition of sustainable food and have a goal that a minimum of 30% of purchases meet the PGH criteria.
Specifications
No additional specifications currently.
Timeline
Each campus foodservice operation shall strive to procure 25% sustainable food products by the year 2030 as defined by AASHE STARS ® 2.2 Technical Manual
criteria (OP-07 p. 6).
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Foodware
Green Spend Criteria
Recognized
Certifications and
Standards
Required Level (minimum
mandatory requirements)
Preferred Level Examples of
Products in this
Category
Biodegradable
Products Institute
(BPI)
Green Seal® GS-35
Cedar Grove
Accepted Items List
for Commercial
Compostability
Reusable
Reusable or locally compostable
and certified compostable by BPI or
GS-35, or made 100% from
uncoated, unlined, obviously plantbased material, and appears on the Cedar Grove Accepted Items List.
Reusable Clamshells, cups,
napkins, utensils, carryout bags
Scope
Foodware Items are products that are used to serve or transport ready-to-consume food or beverages, including cups, bowls, plates, and hinged containers, as well as accessory items (see definition below). This does not include prepackaged, sealed food that is mass-produced by a third-party vendor off-premises for resale at University locations (e.g., grab-and-go items, such as prepackaged sandwiches and snacks resold in campus stores).
Foodware Accessory Items are all types of items usually provided alongside food in containers and cups, including utensils, chopsticks, napkins, cup lids, cup sleeves, food or beverage trays, condiment containers and saucers, straws, stirrers, and toothpicks.
Locally compostable means a product can be composted in the local facilities that provide service to the campus. Acceptable products will vary by facility. Locally compostable may include but is not limited to products made of bioplastic, paper, wood, and bamboo.
Locally Recyclable means products that can be recycled by the local facilities that provide service to the campus. Acceptable products will vary by facility.
Reusables are products that are used to serve or transport ready-to-consume food or beverages, including but not limited to cups, bowls, plates, and hinged containers that are durable and intended for multi-use. Noncompostable, carry-out plastic bags provided by a foodservice facility or retail store, regardless of thickness of the plastic material, are never considered reusable.
Specifications
Locations will consider eliminating single-use plastic beverage bottles when contracting with suppliers, or upon contract renewal and/or extension if current contract terms prohibit (e.g., vending machines, departmental purchases, etc.).
Compostable foodware items made from recycled and/or sustainably harvested materials are preferred wherever possible.
1. All products must be certified compostable by the Biodegradable Products Institute (BPI) or Green Seal® GS-35, proving that the finished product meets ASTM standards D6400 or D6868 for compostability. Documentation may be required.
2. Products made 100% from paper, wood, bamboo or other obviously plant-based material, that are uncoated or unlined (such as wooden stir sticks or uncoated paper plates) automatically meet this Agreement No. 32700179
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commercial compostability requirement without certification, so long as they appear on the Cedar Grove Accepted Items list for commercial compostability, and the material type is disclosed.
3. Products with polyethylene liners are not compostable, and therefore do not meet the intent of these specifications.
4. Products shall not contain polyvinyl chloride (PVC), acrylonitrile butadiene styrene (ABS), polycarbonate (PC), polyurethane (PU), or any fluorinated chemicals.3If product is fiber-based (including paper), supplier shall identify the type of grease barrier or coating used.
5. Product is manufactured entirely with chlorine-free processing, meaning that no chlorine or chlorine compounds were used during manufacturing. Products may be unbleached or whitened in a chlorinefree process (if certified process chlorine-free).
6. Paper products are made from 40% post-consumer recycled content or 100% total recycled content (pre- or post-consumer), unless intended for hot beverages, in which case they are made from a minimum of 10% post-consumer recycled content. Bidder should disclose the amount and type of recycled content.
7. Product shall not contain added engineered nanomaterials.
8. Product materials are sustainably produced and are certified as one of the following:
a. Forest Stewardship Council (FSC)
b. Protected Harvest
c. Rainforest Alliance
d. Fair Trade USA
9. Feedstock and final product are produced in North America.
10. Product material grown without genetically modified organisms and certified to be GMO-free by one of the following:
a. Non-GMO Project Verified
b. CERT ID NonGMO
c. ProTerra Certifications (www.geneticid.com/services/certification)
11. Product is made from sustainably grown, non-food agricultural resources such as perennial biomass crops and sustainably harvested residues (more information is available from the Sustainable Bioplastic Guidelines).
12. Fiber-based product are additionally certified by one of the following, as applicable:
a. EcoLogo CCD-084 (Table Napkins)
b. EcoLogo CCD-085 (Kitchen Towels)
c. EcoLogo CCD-086 (Hand Towels)
d. Green Sea® GS-1 (Sanitary Paper Products)
e. Green Seal® GS-9 (Paper Towels and Napkins)
13. Inks for printing and graphics are vegetable-based and approved for use by U.S. Food and Drug Administration, where required.
Timeline
This guidance was approved and added to the UC Sustainable Procurement Guidelines at the start of FY 18/19, the University should reach its Preferred Level target no later than the close of FY 20/21. 3 A public database of fluorine-free foodware products and additional guidance on sustainable alternatives is available from the page and available here.
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Indoor Furniture
Green Spend Criteria
Recognized Certifications
and Standards
Required Level
(minimum mandatory
requirements)
Preferred Level Examples of Products
in this Category
GREENGUARD®
Gold
SCS Indoor
Advantage Gold
Cradle to Cradle
Products
Program
BIFMA Level®
FSC (for products
containing wood)
Textile certifications:
GOTS
STANDARD
100 by OekoTex®
STeP by
Oeko-Tex®
Cradle to
Cradle
Products
Program
Facts
Health Product
Declaration (HPD)
Declare Label
Must be free of the 5
chemical classes of concern
described in the
Specifications section
below. Acceptable
documentation of
compliance includes at least
one of the following4:
Third-party certified as
meeting credit 7.4.4,
Targeted Chemical
Elimination, of
ANSI/BIFMA Level® e-3
Furniture Sustainability
Standard (2019 version)
Certified to the
GreenScreen standard
for Furniture and
Fabrics Version 1 or
higher at the Bronze
level, and listed on the
GreenScreen Furniture
and Fabric Certification
list of certified products
Received the Green
Health Approved Seal
for Furniture, and is
listed on the Green
Health Approved list for
Healthier Furniture
Must have at least one
of the following
additional certifications:
BIFMA Level®
certified (preference
for 2 or 3)
Cradle to Cradle
(preference for Silver
or Gold level)
FSC Certified wood
Textiles certified by
one of the
recognized textile
certifications
Complete HPD
Complete Declare
Label
Task and lounge seating
(including textiles), heightadjustable tables, work
surfaces, modular furniture
systems, bookcases, filing
cabinets
Scope
Indoor Furniture includes individual (e.g., task chair) and group seating; open-plan and private-office workstations; desks of all types, tables of all types; storage units, credenzas, bookshelves, filing cabinets and other case goods; integrated visual display products (e.g., markerboards and tackboards, excluding electronic display products); hospitality furniture; and miscellaneous items such as mobile carts, freestanding screens, and movable partitions. Movable partitions include office furniture system cubicle panels that are typically integrated with work surfaces, desks, and storage furniture. Furniture does not include office accessories, such as desktop blotters, trays, tape dispensers, waste baskets, all electrical items such as lighting and small appliances, and accessories such as aftermarket keyboard trays, monitor stands and monitor arms. 4 Furniture products approved as meeting the minimum requirements during the 2019 UC Office Furniture bid (resulting contract numbers 2019.001899, 2020.001890, 2019.001896) may meet this criterion without proof of certification.
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Specifications5
The following specifications apply to the finished product as assembled, unless otherwise noted. For example, compliance with the VOC emission requirements applies to the finished product as assembled and thus, the applicable third-party certification must be for the finished product as assembled, not the individual components.
Suppliers shall limit product finishes and textile offerings to those that maintain compliance with these requirements. For example, University end-users should not receive information on surface materials or textiles that would conflict with these requirements or otherwise void a VOC emission certificate (i.e., some surface materials are not included in a pro
The University shall require furniture meeting the following specifications for hazardous chemical classes:
1. Flame Retardants: All furniture shall be free of flame-retardant chemicals at levels above 1,000 parts per million in both standard and optional components, excluding electrical components. a. All upholstered seating subject to TB 117-2013 shall be labeled as not containing flame retardant chemicals consistent with the manner described in Section 19094 of the California Business and Professions Code.
b. A product may contain flame retardants if required to meet code or regulation (e.g., TB 133 or ASTM E 1537), in accordance with the following criteria:
i. No halogenated flame-retardant chemical may be used at levels above 1,000 parts per million by weight of the homogeneous material, excluding electrical components. ii. Products that contain flame retardant chemicals that have been fully assessed using GreenScreen v1.2 (or newer) and meet the criteria for benchmark 2, 3, or 4 will be preferred.
2. Formaldehyde and Volatile Organic Compounds (VOCs): All furniture shall comply with ANSI/BIFMA Level® e3-2014 Furniture Sustainability Standard, Sections 7.6.1 and 7.6.2, using either the concentration modeling approach or the emissions factor approach. a. Test results shall be modeled using the open plan, private office, or seating scenario in ANSI/BIFMA Level® M7.1, as appropriate.
b. Furniture products that additionally meet ANSI/ BIFMA Level® e3-2014 Section 7.6.3 and/or California Department of Public Health Standard Method v1.1 (emission testing method for California Section 01350) are preferred.
c. Products with UL Environment GREENGUARD® Gold, or Scientific Certification Systems (SCS) Indoor Advantage Gold third party certifications for CA Standard Method v1.1 2010 are automatically compliant.
d. Salvaged and refurbished furniture more than one-year old at the time of re-use is considered compliant, provided it meets the requirements for any site-applied paints, coatings, adhesives, and sealants.
e. All composite wood materials, including hardwood plywood, particleboard, or medium density fiberboard, used in office, classroom, or healthcare furniture shall comply with Phase 2 of Airborne Toxic Control Measure to
Reduce Formaldehyde Emissions from Composite Wood Products. Compliance documentation for this requirement may be satisfied by demonstrating applicable components meet the requirement (as opposed to finished product as assembled).
3. Per and Poly-Fluoroalkyl Substances (PFASs) used as stain/water/oil resistant treatments: All furniture shall be free of any long- and/or short-chain per- and poly-fluorinated alkyl compounds and fluorinated 5 These specifications were adapted from the University of California Systemwide Office Furniture bid.
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polymers used as stain, water, or oil resistant treatments above 100 ppm by weight of the homogenous material.
4. Antimicrobials: All furniture shall be free of any added or built-in chemical antimicrobials. Antimicrobials added to raw materials for the sole purpose of preserving the product are exempt, except for triclosan and triclocarban which are explicitly prohibited. Antimicrobials may be used in a healthcare setting only if they are registered with the U.S. EPA under the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA), and are part of a comprehensive infection control plan.
5. Polyvinyl Chloride (PVC): All furniture shall be free of polyvinyl chloride (PVC) greater than 1% of product by weight, excluding electrical components. Electrical components that are free of PVC are preferred.
6. All fabrics/textiles utilized on a finished product must be cleanable without dry-cleaning chemicals.
7. Heavy Metals: Avoid (when possible) the use of heavy metals and hexavalent chromium in plated finishes as outlined in LEED Healthcare MRc5.
Timeline
This guidance was approved and added to the UC Sustainable Procurement Guidelines at the start of FY 18/19, the University should reach its Preferred Level target no later than the close of FY 20/21.
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Lighting
Green Spend Criteria
Recognized
Certifications and
Standards
Required Level
(minimum mandatory
requirements)
Preferred Level Examples of Products in
this Category
Voluntary California
Quality Light-Emitting
Diode (LED) Lamp
Specification Criteria
Quality Specifications for
Linear LED Lamps and
Retrofit Kits and Fixtures
Applicable product types
must be on either of the
following Million LED
Challenge (MLC) listings:
https://mlc.portalced.com/
MillionLampChallenge/
https://millionledchallenge.
com/purchase
Applicable product types
must be on either of the
following Million LED
Challenge (MLC)
listings:
https://mlc.portalced.com
/MillionLampChallenge/
https://millionledchalleng
e.com/purchase
LED troffer retrofit kits, LED
troffer luminaires, linear LED
lamps and drivers, screwbase light sources (A-lamps,
PAR-lamps, R-lamps, retrofit
kits, MR-16 lamps)
Scope
The Million LED Challenge is a collaboration between the University of California, California State University, California Community Colleges, and Department of General Services (California Public Building Partnership (CBCP)) with the objective of deploying high-quality, high-efficacy LED light sources to students, staff, faculty, alumni, and retirees.
Recent technology developments, in combination with California's leading regulatory environment, have led to the development of high-quality LEDs intended for the replacement of linear fluorescent lamps and light fixtures. These LED products have improved performance, including color characteristics that emulate the expected performance of incandescent technology with high efficiency.
Inspired by recent research outcomes and the ind
developed and launched a high visibility, statewide light source conversion program known as the Million LED Challenge (MLC). Phase 1 of the effort addressed medium screw-based lamps. Phase 2 promotes the utilization of high efficiency, high-quality replacement linear LED products (i.e., TLEDs), troffer retrofit kits and new troffer luminaires.
Specifications
Specifications are available on both MLC Phase 1 and Phase 2 websites:
Phase 1 (medium screw-based lamps)
o Approved Product Listing: https://mlc.portalced.com/MillionLampChallenge/ Phase 2 (high-quality replacement linear LED products (i.e. TLEDs), troffer retrofit kits, and new troffer luminaires)
o Approved Product Listing: https://mlc.portalced.com/MillionLampChallenge/ Timeline
This guidance was approved and added to the UC Sustainable Procurement Guidelines at the start of FY 21/22, the University should reach its Preferred Level target no later than the close of FY 23/24.
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Office Supplies
Green Spend Criteria
Product or
Service
Category
Recognized
Certifications and
Standards
Required Level
(minimum
mandatory
requirements)
Preferred Level Examples of
Products in this
Category
Office/Copy
Paper
FSC Recycled
Post-consumer
recycled content
(PCRC)
Processed Chlorine
Free (PCF)
Green Seal® (GS-07)
Agricultural residue6
content
A minimum of 30%
PCRC or agricultural
residue content (or
GS-07 certified)
100% PCRC or
agricultural residue
content, or FSC
Recycled labeled, with
additional preference
for paper that is PCF
Copy paper
Paper
Products
(other than
office/copy
paper)
FSC - Chain of
Custody
Sustainable Forestry
Initiative (SFI)
Post-consumer
recycled content
(PCRC)
Total recycled content
Processed Chlorine
Free (PCF)
Green Seal® (GS-07)
A minimum of 30%
PCRC7
100% recycled content
with minimum 50%
PCRC; 90% PCRC wire
components; waterbased or plant-based
adhesives; and
additional preference
for PCF, FSC, and/or
SFI labeled products8
Calendars,
envelopes, folders,
notepads
Non-Paper
Office
Supplies
Post-consumer
recycled content
(PCRC)
Total recycled content
Non-antimicrobial
EPA Comprehensive
Procurement
Guidelines (CPG)
Northeast Recycling
Council (NERC)
Model EPP
Specifications and
Purchasing
Guidelines for Office
Supplies
Meets the minimum
CPG recycledcontent levels for
Non-Paper Office
Products, and a
minimum 30%
recycled content for
all writing utensils
(dry-erase markers,
highlighters,
markers, pens, and
pencils) or other
plastic-based
accessories
Meets the recycled
content specifications in
the Preferred EPP
Specifications as listed
by the Northeast
Recycling Council
(NERC), and free of
antimicrobial coatings
Binders, paper clips,
plastic-based
accessories, writing
utensils
Toner Remanufactured9
High yield
Is remanufactured or
high yield
Is both remanufactured
and high yield
6 Must come from sustainably grown and harvested, non-GMO sources that do not replace forest stands or food crops. 7 Aligns with CA Department of General Services (DGS) Purchasing Standard DGS-441200-A for Paper Product Office Supplies and Northeast Recycling Council (NERC) Model EPP Specifications and Purchasing Guidelines for Office Supplies.
8 Modeled from Northea . 9 Shall meet the
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Scope
Office/Copy paper refers to standard office printing and copy paper.
Paper Office Supplies includes writing paper (pads), packing paper, folders, letter folders, expandable filing folders, hanging folders or accessories, binders and indexes, hanging folders, dividers, file pockets, standard envelopes, packaging cartons, mailers, easel pads, sticky notes, storage boxes and desk pad calendars.
Non-paper Office Supplies includes binders, clipboards, file folders, clip portfolios, presentation folders, plastic desktop accessories (desk organizers, desk sorters, desk and letter trays, and memo, note and pencil holders), plastic envelopes, and writing utensils (dry-erase markers, highlighters, markers, pens, and pencils).
Toner - Additional recommendations can be found from the or Monochrome Toner Cartridges. Specifications
No additional specifications currently.
Timeline
This guidance was approved and added to the UC Sustainable Procurement Guidelines at the start of FY 18/19, the University should reach its Preferred Level target no later than the close of FY 20/21.
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Water Appliances and Fixtures
Green Spend Criteria
Recognized
Certifications and
Standards
Required Level
(minimum mandatory
requirements)
Preferred Level Examples of Products in this
Category
WaterSense® WaterSense® Certified WaterSense® Certified Faucets, toilets, irrigation controllers, pre-rinse spray valves, and urinals
Scope
This category includes all products covered by WaterSense® including residential toilets, showerheads, bathroom faucets, commercial toilets, urinals, pre-rinse spray valves, irrigation controllers, and spray sprinkler bodies.
Specifications
To minimize operational issues, it is recommended that toilet and bowl assemblies shall have a MaP rating of 1000.
Timeline
This guidance was approved and added to the UC Sustainable Procurement Guidelines at the start of FY 18/19, the University should reach its Preferred Level target no later than the close of FY 20/21.
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7. Universal Guidance for all Products
Some Green (environmental) sustainability criteria are applicable across all, or many different product or service categories. The following criteria should be considered for all applicable categories and included in the specifications for all relevant bid solicitations and contracts.
Chemicals of Concern Specifications
In accordance with the UC Sustainable Practices Policy Section V.G.2., the University will work to remove harmful chemicals from products brought onto campus by increasing the purchase of products and materials that disclose known hazards (e.g., in compliance with the requirements of LEED BD+C disclosure and optimization - material ingredients or updated equivalent) and choosing products with reduced concentrations of chemical contaminants that can damage air quality, human health, productivity, and the environment.
Additionally, where applicable, products and packaging shall be free of hazardous additives, including those mixed into the product and those used as surface treatments, unless no feasible alternative exists, and it is determined that the benefit outweighs the risk. Products and packaging should strive to meet all eleven of the Kaiser Permanente Chemicals of Concern Criteria10, including, but not limited to:
a. Cadmium, mercury, lead, hexavalent chromium, polybrominated biphenyls, and polybrominated diphenyl ethers All homogenous electronic parts are compliant with all European Union Restriction of the Use of Certain Hazardous Substances (EU RoHS)
b. Polyvinyl chloride (PVC) Does not contain PVC.
c. Prop 65 Chemicals Does not contain intentionally added chemicals listed by the State of California to cause cancer, birth defects, or reproductive harm that require warning or are prohibited from release to the environment under the California Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65).
If products contain Prop 65 chemicals, supplier must disclose the Chemical Abstracts Service (CAS) #'s. d. Persistent, bioaccumulative and toxic chemicals (PBTs) All homogeneous materials must contain less than 1000 ppm of PBTs.
e. Organohalogen-based chemicals (bromine, chlorine, fluorine, and iodine) f. Antimicrobial/antibacterial agents11 Does not contain intentionally added antimicrobial/antibacterial agents to reduce surface pathogens.
Packaging Specifications
The University Standards for sustainable packaging materials will be outlined in all relevant bid solicitations.
Suppliers will be required to demonstrate how their standards and practices for packaging materials meet these UC Standards.
Minimum Requirements
a. In accordance with the UC Sustainable Practices Policy section III.F.3., the University does not allow the sale, procurement, or distribution of packaging foam other than that utilized for laboratory supply or medical packaging and products. For related policy implementation procedures, reference the Foam Ban Guidance below.
b. 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 10 category-specific criteria, the category-specific criteria should take precedence. 11 This includes hand and dish soaps labeled as antibacterial, except where required for use in hospitals and food service settings. Antimicrobials added to raw materials for the sole purpose of preserving the product are exempt, except for triclosan and triclocarban which are explicitly prohibited.
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containing no incidental concentrations of these regulated metals greater than 100 parts per million (ppm) by weight.
Additional Criteria
In addition, the University requires that all packaging meet at least one of the criteria listed below:
a. Uses bulk packaging
b. Uses reusable packaging (e.g., totes reused by delivery service for next delivery) c. Uses innovative packaging that reduces the weight of packaging, reduces packaging waste, or utilizes packaging that is a component of the product
d. Maximizes recycled content and/or meets or exceeds the minimum postconsumer content level for packaging in the U.S. Environmental Protection Agency Comprehensive Procurement Guidelines e. Uses locally recyclable or certified compostable material.
Additional consideration in bid evaluations should be given to suppliers who meet more than one criterion listed above for packaging, and preference should be given to those using reusable packaging (b).
Foam Ban Guidance
In accordance with section III.F.5. of the UC Sustainable Practices Policy, the University has prohibited the sale, procurement and/or distribution of packaging foam, other than that utilized for laboratory supply or medical packaging and products. The following guidance is meant for sourcing and procurement professionals and is intended to leverage large sourcing opportunities to mitigate single use packaging foam waste in Zero Waste goals.
1. Scope
The ban on expanded plastic foam materials in packaging applies to all packaging brought onto UC campuses via the purchase of goods for the University. The only exception to this ban is for the purchase of products utilized in laboratory or medical settings.
2. Enforcement
This ban is a requirement of the UC Sustainable Practices Policy, goal. The UC Terms and Conditions include the policy language regarding this ban, which is included when contracting with suppliers for the purchase of goods. When conducting a competitive bid for goods, the University must incorporate language into all Requests for Proposals/Quotes/Information evaluation, and ensure that it is addressed as
part of the final award.
If a supplier claims to be unable to meet the requirements of the ban, an exemption will require UC approval in accordance with the instructions below. The exemption process is not required for one-time purchases. In the case of one-time purchases, the supplier should be required to take back noncompliant packaging upon delivery. For UC contracts executed prior to January 1, 2020, enforcement of this ban (including a possible exemption request) must be addressed during the next contract amendment, extension, or as part of a new award.
All off-contract purchases are also required under UC policy to abide by this ban. It is the responsibility of the person buying goods on behalf of UC to be aware of UC policy.
3. Exemption Process
If a supplier is
intends to do business with that supplier, then the supplier must apply for an exemption. To do so, the supplier must submit a completed Foam Packaging Ban Exemption Form including all required documentation to substantiate their exemption.
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Suppliers can download the Request for Exemption Form from the UC Procurement website. UC staff can download this form using the link above or from the UC Forms & Policies SharePoint portal. Suppliers must submit their Exemption Form to the appropriate commodity manager, buyer or other employee authorized to contract for, or purchase goods from, a supplier on behalf of the UC. The Policy Exception Authority must grant approval of the Exemption request. A copy of all submitted (approved and denied) Exemption Forms must be submitted to the appropriate Sustainability Office for reference.
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8. Economically and Socially Responsible Spend
Economically and Socially Responsible (EaSR) Spend is defined as spend on products or services supplied by a business holding at least one of the UC-recognized classifications or certifications listed below. UC has a 25% economically and socially responsible spend goal. The table below outlines the certifications and criteria that the University uses to define EaSR spend. It also includes a category for Preferred Certifications, which are certifications offered by California (CA) government agencies and/or of CA-based businesses. There is currently no set goal for spend with suppliers meeting the Preferred Certification criteria.
The percentage of EaSR Spend is calculated using the following methodology, for a particular time period:
EaSR Spend Criteria
Expenditures on products and/or services supplied by businesses holding at least one of the UC-recognized certifications and standards outlined below will be counted towards UC EaSR Spend reporting.
Recognized Certifications and Standards These are reputable government or nationally recognized certifications and standards UC recognizes as identifying suppliers that may have a positive impact on society and/or the economy. Suppliers with these certifications and standards should be flagged in Hosted and Punch-out Catalogs.
Preferred Certifications - These are reputable government or nationally recognized certifications UC recognizes as identifying suppliers that may have a positive impact on society and/or the economy within California specifically. Suppliers with these certifications are to be flagged in Hosted and Punchout Catalogs.
Business
Classification
Recognized Certifications and
Standards
Preferred Certifications
Small Business All government agency certifications and accepted third party certifiers.
Note that self-certification as Small in U.S.
System for Award Management (SAM) is
accepted as well as any other small business
certifications that also certify a
status as socially and economically
disadvantaged such as (WOSB, VOSB,
SDVOSB, SDB, etc.).
CA DGS certification or California state or
local agency certification
HUBZone certified
SBA 8(a)
WOSB and EDWOSB certified
Disadvantaged
Business Enterprise
All government agency certifications. All government agency certifications accepted, but principal office of business
must be located in California and owners
(officers, if a corporation) domiciled in CA.
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Business
Classification
Recognized Certifications and
Standards
Preferred Certifications
Women-owned
Business
All government agency certifications and
accepted third party certifiers, such as those
approved by the SBA:
El Paso Hispanic Chamber of Commerce
National Women Business Owners
Corporation
Council
All government agency certifications
accepted, but principal office of business
must be located in California and owners
(officers, if a corporation) domiciled in CA.
BIPOC (Black,
Indigenous, and
People of Color)
Business12
All government agency certifications and
accepted third party certifiers, such as:
State and Local Government Certifying
Agencies
National Minority Supplier
Development Council (NMSDC)
All government agency certifications
accepted, but principal office of business
must be located in California and owners
(officers, if a corporation) domiciled in CA.
Veteran-owned
Business
All government agency certifications and
accepted third party certifiers.
All government agency certifications
accepted, but principal office of business
must be located in California and owners
(officers, if a corporation) domiciled in CA.
Service Disabled
Veteran-owned
Business
All government agency certifications and
accepted third party certifiers.
DGS DVBE
AbilityOne U.S. AbilityOne Commission All government agency certifications accepted, but principal office of business
must be located in California and owners
(officers, if a corporation) domiciled in CA.
LGBT-Owned
Business
All government agency certifications and
accepted third party certifiers, such as:
California Public Utilities Commission
(CPUC)
National LGBT Chamber of Commerce
(NGLCC)
All government and accepted third party
certifiers included, but principal office of
business must be located in California and
owners (officers, if a corporation) domiciled in
CA.
12 Note that Federal, State, local and non-governmental agencies commonly refer to businesses under this classification recognizes a need to shift the use of terms in this space and welcomes the different and nuanced experiences of BIPOC communities.
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9. Best Practices for Procurement Services13
1. Market basket lists can be used as a tool for increasing the purchase of sustainable products at competitive and affordable prices. By only including products meeting the Required and Preferred Level of sustainability criteria in a market basket list, the University may be able to achieve reduced rates that will in turn direct spend towards sustainable products over conventional products. Allowing for revisions to the market basket beyond traditional changes in volume/spend patterns may allow for more competitive pricing on newly added sustainable items.
2. Through bid specifications and contract provisions, require suppliers to:
a. Offer eCommerce capabilities, including:
i. clearly identifying UCproduct Catalogs.
ii. ensuring that any additional sustainability symbols/icons/certifications are displayed along with attribute details per product (e.g., a product with a recycled content symbol must also have in its product description details about the percentage of total recycled content and post-consumer recycled content).
iii. blocking and/or restrict pre-identified conventional items from being purchased online so University employees are compelled to purchase products that comply Sustainable Procurement Policies and Guidelines.
iv. auto-substituting pre-identified conventional products with sustainable products on the market basket list when end-user places conventional item in online cart. v. making sustainable items display first in online Catalog search results or make them easily found within online product Catalogs through effective search tools, search filters, and related navigational tools.
b. Incentivize consolidated deliveries whenever feasible (e.g. deliveries only on certain days of the week or reduced pricing for consolidated shipping), and i. document or illustrate how the delivery consolidation method reduces the UC and , reduction in fossil fuel use, carbon emissions, packaging materials, or on-site vehicle traffic).
c. Use only delivery service companies that are participants in Partnership Program. 3. LEED credits should be incorporated into all procurement associated with new facility construction and major renovations.14
4. These Guidelines (particularly the Green Spend Criteria) should be required of all providers that lease space or provide contracted goods or services at UC locations. Locations should include the Sustainable Procurement Policy and Guidelines provisions in lease language as new leases and contracts are negotiated or existing leases are renewed, and should work to incorporate these practices, as much as possible, within the timeframe of current leases.
All privatized development of new buildings or major renovations on University-owned land that is constructed in whole or in substantial part for University-related purposes (i.e. in furtherance of the -to-suit projects not on Universityowned land constructed for University-related purposes, should be held responsible for compliance with these Guidelines. The provisions should apply regardless of the business relationship between the parties (i.e. whether a gift, acquisition, ground lease and/or lease). 13 Some of the content from this list is modified from the Northeast Recycling Council. 14 Guidance is available from the City of Phoenix.
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10. Approval Procedure Updates and Changes
Changes to this document must be approved by the UC Procurement Leadership Council (PLC) per the recommendations of the Sustainable Procurement Working Group.
Change Log
Approval
Date
Summary of Changes Approved by Product Categories
Impacted
Start Date for
Reporting on New
or Updated
Categories
8/10/18 Implementation of UC
Sustainable Procurement
Guidelines
UC Procurement
Leadership
Council
Electronics, cleaning
supplies, copy paper,
paper office supplies
(other than copy paper),
non-paper office supplies,
toner, indoor furniture,
compostable food service
ware, water
appliances/fixtures
7/1/2018
10/15/19 Added new section UC Sustainability
Steering
Committee
All where product
packaging is involved.
10/15/21 Definitions updated,
updated outdated
accepted certifications lists
for many product
categories, updated
compostables guidance to
comply with the UC
Sustainable Practices
Policy, addition of food and
beverages; flooring; and
lighting; clarification of
some of the categories on
the EaSR list, reformatting
changes for readability.
UC Procurement
Leadership
Council
All product categories,
furniture, food and
beverages, flooring, and
lighting
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11. Appendices
As with waste, the hierarchy of environmentally sustainable spend starts with reduce and reuse. As such, in Spend calculations. This
concept is addressed in the following section.
individual campus is optional and not required as part of a site s annual Green Spend reporting (outlined in the Reporting section above).
How to calculate the dollar not spent:
Items that are not purchased due to education and reduction activities and/or items that are reused on campus may be added to the Green Spend calculation at campus discretion. The process for adding these to the Green Spend calculation is as follows:
To determine the approximate value of goods not purchased, campuses should use an appropriate combination of the methodologies below:
Method 1: Reuse (for example, goods reused from surplus operations) STEP 1. Determine the current market value of the goods if they were purchased new.
STEP 2. Sum the product cost (quantity of goods x current market value of goods).
STEP 3. Include the current market value of goods in the numerator and denominator of the Green Spend calculation.
Where:
Current market value of goods is to be determined as the average purchase price of the equivalent good available on systemwide contracts (or an average market value of equivalents if no systemwide contract exists).
Method 1 Example: 4 desks and 3 desk chairs re-used on campus in surplus operations.
STEP 1: Determine the average cost for the 4 desks and 3 desk chairs from relevant systemwide contracts (e.g., average cost of desk is $2000 each, average cost of chair is $1,500 each).
STEP 2. Sum the product cost of the items (4 x $2,000) + (3 x $1,500) = $12,500 STEP 3. Include the market value of the goods in the numerator and denominator for the calculation for green spend:
Method 2: Normalized Reduction in Purchase of Commodity Goods Where:
Product use (goods purchased) is a function of the number of staff/users.
STEP 1. Determine the quantity of goods purchased per driver in a baseline year:
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Equation:
Baseline quantity of goods consumed
Baseline quantity of driver
For example:
Baseline # reams of copy paper purchased
Baseline # Full Time Equivalent staff
Baseline # gallons of cleaning products purchased
Baseline # square feet of cleaned space
STEP 2. Determine the quantity of goods purchased per driver in the current year using equations as above:
Equation:
Current quantity of goods purchased
Current quantity of driver
For example:
Current # reams of copy paper purchased
Current # Full Time Equivalent staff
Current # gallons of cleaning products purchased
Current # square feet of cleaned space
STEP 3. Determine the total difference in the quantities of goods purchased between the baseline and current years (savings) using the following equation:
Equation:
Current quantity of driver x (Baseline quantity of goods per driver Current quantity of goods per driver) Example:
Paper: Current number of FTEs x (Baseline number of reams of copy paper purchased per FTE Current number of reams of copy paper purchased per FTE) Cleaning: Current number of sq. ft. cleaned x (Baseline number of gallons of cleaning product purchased per sq. ft. cleaned - Current number of gallons of cleaning product purchased per sq. ft. cleaned)
STEP 4. Determine the value of savings based on the current market value of goods.
STEP 5. Include the current market value of goods in the numerator and denominator of the Green Spend calculation.
Where:
Current market value of goods: is to be determined as the average price of the equivalent good available on systemwide contracts (or an average market value of equivalents if no systemwide contracts product available).
Note that if the purchase of one commodity is replaced with purchase of a different (but similar) commodity, this should not be considered a reduction.
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Method 2 Example (Using copy paper as the good purchased):
STEP 1: Determine the quantity of goods purchased per driver in baseline year Baseline year: FY 05/06
Quantity of goods purchased: 500 reams of copy paper/year Driver: 800 Full Time Equivalent staff
Number of reams of copy paper purchased per FTE: 500/800 = .625 reams per FTE STEP 2: Determine the quantity of goods purchased per driver in current year Current year: FY 17/18
Quantity of goods purchased: 500 reams of copy paper/year Driver: 1500 Full Time Equivalent staff
Number of reams of copy paper purchased per FTE: 500/1500 = .33 reams per FTE STEP 3: Determine savings per driver between baseline and current year Current # FTEs x (reduction in reams per FTE) = 1500 FTEs x (.625 reams per FTE - .33 reams per FTE)
= 421.5 reams of paper
STEP 4: Determine the average value of the savings/reduction Average value of a ream of paper in UC contract: $5
$5 x 421.5 reams of paper = $2,107.5
STEP 5: Add the value of the reduction to both the numerator and the denominator of the Green Spend equation for the product category
Method 3: Replacement of disposables with reusables
If successful methods have been found to identify reuse numbers where disposables were the standard business as usual, the market value of these disposables may be used in Green Spend calculations. An example of this might be the use of reusable toers of reusables are available.
In these cases, the value of the disposables displaced may be considered Green Spend and added to the numerator and the denominator for the Green Spend calculation. The process for calculating this is as follows:
STEP 1. Determine number of goods displaced.
STEP 2. Determine value of goods displaced per unit.
STEP 3. Calculate total value of goods displaced (number of goods displaced) x (value of goods displaced per unit).
STEP 4. Include the current market value of goods in the numerator and denominator of the Green Spend Calculation.
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Method 3 Example:
For this example, a dining operation uses reusable to-go containers and tracks their usage. 500 reusable to-go containers are used in a year.
STEP 1. Determine number of goods displaced
From the example above, 500 to-go containers are displaced STEP 2. Determine value of goods displaced per unit
Alternative compostable to-go containers cost $0.20 each (on systemwide or local contract).
STEP 3. Calculate total value of goods displaced
500 compostable to-go containers x $0.20/container = $100 STEP 4: Add the value of the savings/reduction to both the numerator and the denominator of the Green Spend equation for the product category:
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Sustainable Spend
Sustainable Spend is a concept the University is evaluating, looking at the intersection of Green and EaSR Spend. UC Sustainable Spend is defined as spend that meets the criteria and requirements for Green Spend as well as for Economically and Socially Responsible (EaSR) Spend. Thus, Sustainable Spend is defined as the expenditures on products in a particular product category that are supplied by a business holding one of the UC-recognized EaSR certifications, in addition to the product meeting the Preferred Level Green Spend criteria.
Figure 1 below illustrates an example calculation for the percentage of Sustainable Spend for computers over a given time period:
Figure 1. Sustainable Spend for Computers
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EXHIBIT A - NATIONAL COOPERATIVE CONTRACT OBJECTIVES
Version November 7, 2022
1.0 Scope of National Cooperative Contract
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners.
1.1 Requirement
The University of California (hereinafter defined and referred to as “Principal Procurement Agency”), on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners”), is requesting proposals for Hazardous and Medical Waste. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal (“Master Agreement”) be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners’ cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners.
All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state.
This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners’ requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners.
These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether or not to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies.
1.2 Marketing, Sales and Administrative Support
During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales, partnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier’s products and services to Participating Public Agencies through Agreement No. 32700179
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Version November 7, 2022
multiple channels, each designed to promote specific products and services to Public Agencies on a national basis.
OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, and Operations & Support.
The OMNIA Partners marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include:
A. Marketing collateral (print, electronic, email, presentations) B. Website
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media
The OMNIA Partners sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include:
A. Individual sales calls
B. Joint sales calls
C. Communications/customer service
D. Training sessions for Public Agency teams
E. Training sessions for Supplier teams
The OMNIA Partners contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through:
A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing
B. Training sessions for Public Agency teams
C. Training sessions for Supplier teams
D. Regular business reviews to monitor program success
E. General contract administration
Suppliers are required to pay an Administrative Fee of three percent (3%) of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners Administration Agreement (Exhibit B). At Supplier’s option, Suppliers may pay additional fees beyond administrative fees, such as technology fees, to OMNIA Partners and/or a third party for additional support and/or access to OMNIA Partners’ technology platform.
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1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be approximately $50M annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners.
1.4 Award Basis
The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners’ option, be the basis of award on a national level through OMNIA Partners.
If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g., governing law) are subject to modification for each Participating Public Agency as Supplier and such Participating Public Agency may agree without being in conflict with the Master Agreement as a condition of the Participating Agency’s purchase and not a modification of the Master Agreement applicable to all Participating Agencies. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (e.g., governing law, invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, etc.) (“Supplemental Agreement”). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly.
In instances where supplemental terms and conditions create additional risk and cost for Supplier, Supplier and Participating Public Agency may negotiate additional pricing above and beyond the stated contract not-to-exceed pricing so long as the added price is commensurate with the additional cost incurred by the Supplier. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners).
All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies’ purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired.
1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners’ cooperative program:
A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Supplier’s primary go to market strategy to Public Agencies nationwide;
Agreement No. 32700179