Attachment 9 - Ricoh Contract Packet.pdf — Richmond City Council, October 3, 2023 (part 1 of 6)

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Print Good and Services UC Systemwide
Executive Summary
Lead Agency: University of California Solicitation: # 001811-FEB2020 RFP Issued: April 21, 2020 Pre-Proposal Date: April 27, 2020 Response Due Date: September 13, 2019 Proposals Received: # 6 Awarded to: Agreement No. 2021002788
The University of California, Office of the President (UC) issued RFP # 00811-FEB2020 on April 21, 2020 to establish a national cooperative contract to assist UC and national participating agencies, in obtaining the best, most cost-effective and efficient procurement program for MFDs, Laser Printers, related goods, services and supplies.

The Regents of the University of California partnered with OMNIA Partners to include a national cooperative purchasing opportunity:

The purpose of this Request for Proposal (the “RFP”) is to invite qualified Printer Manufacturers (“Supplier(s)”) to prepare and submit proposals to the University of California (“UC”) to provide multifunction devices (“MFDs”) with copy, print, scan and optional fax functionality, and/or Laser Printers, along with products and support (“Print Goods and Services”) all in accordance with Federal and State of California laws and the requirements of the 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 a Supplier, or multiple Suppliers, to assist UC, and national participating agencies, in obtaining the best, most cost -effective and efficient procurement program for MFDs, Laser Printers, related goods, services and supplies. In addition, Qualified proposers 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 most effectively meet national participating agencies’, and the UC’s, needs.

Notice of the solicitation was sent to potential offerors, as well as advertised in the following:
• CalUSource website
• OMNIA Partners, Public Sector website
• USA Today, nationwide
• Arizona Business Gazette, AZ
• San Bernardino Sun, CA
• Honolulu Star-Advertiser, HI
• The Advocate – New Orleans, LA
• New Jersey Herald, IL
• Times Union, NY
• Daily Journal of Commerce, OR
• The State, SC
• Houston Community Newspapers, Cy Creek
Mirror, TX
• Deseret News, UT
• Richmond Times, VA
• Seattle Daily Journal of Commerce, WA
• Helena Independent Record, MT
• Las Vegas Review Journal, NV
• The Herald-News, IL

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On June 5, 2020 proposals were received from the following offerors:
• Canon Solutions America
• Hewlett Packard (HP)
• Konica Minolta Business Solutions
• Ricoh Americas Corporation
• Toshiba America Business Solutions
• Xerox Corporation
The proposals were evaluated by an evaluation committee. Using the evaluation criteria established in the RFP, the committee determined that Ricoh demonstrated the ability to provide the products and service s outlined in the solicitation while offering competitive pricing to members. UC executed a purchasing agreement on January 29, 2021.

Contract Highlights:

Ricoh USA (RUS) markets and distributes Ricoh products and services in North America and Canada. Supporting the marketing and sales for its services and full line of digital office solutions, Ricoh utilizes a nationwide network of more than 380 independent dealers as well as more than 200 Ricoh Direct Sales Offices Contract includes:
• Technology and Software – Workplace Solutions
• MFD, Laser Printers – Monochrome & Color
• MPS for Non-UC Participating Agencies
Term:

Initial five (5) year agreement from January 26, 2021 through January 25, 2026 with the option to renew for five (5) additional one-year periods through January 25, 2031.

Pricing/Discount:

Provided a discounted price list for the most common components of product offerings such as equipment, software, services, and solutions in a not-to-exceed model.

OMNIA Partners, Public Sector Web Landing Page:
https://public.omniapartners.com/suppliers/ricoh/contract-documentation Contact Ricoh for more details.
• Sharp Electronics
University of California (UC)
Contract # 2021002788 for
Print Goods and Services
with
Ricoh USA, Inc.

Effective: January 26, 2021
The following documents comprise the executed contract between the University of California, Office of the President and Ricoh USA, Inc., effective January 26, 2021:

I. Executed Purchasing Agreement
II. Supplier’s Response to the RFP, incorporated by reference.

Purchasing Agreement # 2021002788
The Agreement to furnish certain goods and services described h erein and in the documents referenced herein (“Goods and/or Services”) is made by and between The Regents of the Uni versity of California, a California public corporation (“UC”) on behalf of the University of California, and the supplier named below (“Supplier”). This Agreement is bi nding only if it is negotiated and executed by an authorized representative with th e proper delegation of authority.

Ricoh USA, Inc.

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 se ction 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) The initial term of the Agreement will be from 1/26/21 and through 1/25/26 (Initial Term) and is subject to earlier termination as provided below. UC may renew the Agreem ent for 5 (five) successive 1 (one) -year periods (each, a Renewal Term), by providing Supplier with at least 15 calendar days’ written notice before the end of the Initial Term or any Renewal Term.
b) UC may terminate the Agreement for convenience by giving Supp lier at least 30 calendar days' written notice.

Notwithstanding the foregoing, any termination of the Agreement shall not affect any individual agreements (including any lease agreements) the Supplier (or any permitted assignee) has in place with participating agencies prior to the effect date of the termination of the Agreement. c) UC or Supplier may terminate th e Agreement for cause by giving the other party at least 15 days' notice to cure a breach of the Agreement (Cure Period). If the breaching party fails to cure the breach within the Cure Period, the non-breaching party may immediately terminate the Agreement.

3. Purchase Order; Advance Payments
Unless otherwise provided in the Agreement, Supplier may not be gin 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. For systemwide agreements, each UC Location will specify the Invoicing Method and Payment Options that will apply, taking in to account the operational capabilities of Supplier and the U C L o c a t i o n . S e e U C ’ s P r o c u r e t o P a y S t a n d a r d s 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.] All invoices must clearly indicate the following information:
a. California state and local sales tax as a separate line item (if applicable), including the rate employed. b. Purchase Order or Release Number and the Agreement Number c. Description and Quantity, of the Products and Support ordered d. Net Cost of each item
e. Any applicable discount(s)
f. Reference to original order and invoice number for all credit invoices issued g. Original order and invoice number for all credit invoices issued

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h. On invoices for impressions or overage: for each device, (1) the number of impressions and the impression rate, (2) the number of overage impressions and the impression overage ra te, and (3) the taxable amount of these impressions or overage. Tax is NOT to be included for labor or technical service charges. i. Start and end meter counts for each device.

1. Maintenance charges must be invoiced on separate invoices fro m lease or purchase charges for UC transactions only..

2. If a UC Location has an MFD/Printer Fleet management program, individual device maintenance invoices and individual device lease invoices must be consolidated into separate summary invoices.

3. Invoices shall NOT contain line items for training, delivery, or other charges not expressly detailed in this RFP.

4. Supplier will provide a designated contact for billing/invoicing questions and issues. This contact must be available 8- 5 PST/PDT, Monday-Friday.

5. Invoices will be submitted directly to the UC Locations’ Acco unting Departments unless:
a. The MFD/Printer Fleet management program at the UC Location requests invoices from Bidder be sent directly to the program, or
b. The Supplier is notified otherwise by Amendment to the Agreement.

6. Usage billing and Meter Reading:
a. Meter readings may not be estimated for use in invoicing, unless approved by the end user b. Service meters may not be used for invoicing, unless approved by the end user c. If meters are supplied monthly by MFD/Printer Fleet managemen t programs, these meters must be the basis for maintenance invoicing.

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.

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.

To UC, regarding confirmed or suspected Breaches as defined und er Appendix – Data Security:

Name David Rusting
Phone 510-987-0086
Email [email protected]
Address 1111 Franklin Street
Oakland, CA 94607
To UC, regarding Breaches or Security Incidents as defined under Appendix – Business Associate:

Name Noelle Vidal
Phone 510.987.0725
Email [email protected]

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Address 1111 Franklin Street
Oakland, CA 94607
To UC, regarding personal data breaches as defined under Append ix – General Data Protection Regulation:

Name Monte Ratzlaff
Phone 51-987-0858
Email [email protected]
Address 1111 Franklin Street
Oakland, CA 94607
To UC, regarding contract issues not addressed above:

Name Michael Wegmann
Phone 510-987-0428
Email [email protected]
Address 260 Cousteau Place Suite 150
Davis, CA 95618
To Supplier:

Name Mike Stowell
Phone 913-485-6852
Email [email protected]
Address 300 Eagleview Blvd, Ste. 200
Exton, PA 19341
Name Steve Bissey
Phone 610-853-2344
Email [email protected]
Address 300 Eagleview Blvd, Ste. 200
Exton, PA 19341
Name Todd Marron
Phone 971-217-3421
Email [email protected]
Address 300 Eagleview Blvd, Ste. 200
Exton, PA 19341

6. Intellectual Property, Copyright and Patents
/___/ The Goods and/or Services involve Work Made for Hire /__X_/ The Goods and/or Services do not involve Work Made for Hire

7. Patient Protection and Affordable Care Act (PPACA)

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/___/ Because the Services involve temporary or supplementar y staffing, they are subject to the PPACA warranties in the T&Cs.
/_X__/ The Services do not involve temporary or supplementary staffing, and they are not subject to the PPACA warranties in the T&Cs.

8. Prevailing Wages
/_X__/ 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 (defi ned 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. 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).

11. Insurance
Deliver the PDF version of the Certificate of Insurance to UC’s Buyer, by email with the following text in the Subject field:

CERTIFICATE OF INSURANCE – Ricoh USA, Inc.

12. Cooperative Purchasing
Supplier agrees to extend for Goods and/or Services to particip ating agencies (public and private schools, colleges and universities, cities, counties, non-profits, and all governmental entities) registered with OMNIA Partners, Public Sector under the terms of this agreement, subject to Section 16 below. All c ontractual administration issues (e.g. terms and conditions, extensions, and renewals) will remain UC’s responsibility excep t as outlined in the above referenced Request for Proposal “RFP – Print Goods and Services- – UC Systemwide.” Operational issues, fiduciary responsibility, payment issues, performance issues and liabilities, and disputes involving individual parti cipating agencies will be addressed, administered, and resolved by each participating agency.

13. Service-Specific and/or Goods-Specific Provisions
See SOW

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 I nformation Practices Act of 1977, which includes a right of

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access by the subject individual. While ownership of confidenti al or personal information about individuals is subject to negotiated agreement between UC and Supplier, records will norm ally become UC’s property, and subject to state law and UC policies governing privacy a nd access to files. When collec ting 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 the UC Terms and Conditions:

The UC terms and Conditions of Purchase Dated 2/27/2020 are her eby Amended as follows:

Article 2. C. Last sentence is added as follows:

Such termination of the Agreement does not terminate any Order or Lease executed prior to such termination date and the terms of this Agreement shall extend to such Orders or Lease until they separately are terminated or expire.

Article 4. is amended to read in full as follows:

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 ma terials, and, except as otherw ise provided in the Agreement, will be subject to inspection and test by UC at all times and places prior to acceptance. If, prior to final acceptance, any Goods and/or Services furnished are found to be incomplete, or not as specif ied, 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. For delivered and installed Goods, if UC does not reject within five (5) business days of such installation, the Goods will be deemed to be accep ted. 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 U C 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 7 B. 1. Is amended in full to read as follows:

If the Goods and/or Services do not involve work made for hire, and in the event that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest and such Deliverables are not accompanied with a specific end user license agreement, UC is hereby grante d, and will have, a non-exclusive, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the ri ght 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. If such Deliverables are acco mpanied with a specific end user license agreement for their use, then UC’s license is exclusively set forth in such end user license agreement Article 7 B. 3 is amended in full to read as follows:

Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with creating unique Deliverables for UC under the Agreement, Supplier will p romptly furnish UC complete information with respect thereto and UC will have the sole power to determine wh ether 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.

Article 7 C. is amended in full to read as follows:

General. Should the Goods and/or Services become, or in Supplie r’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

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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 und er this paragraph does not effect a material change in the Goods and/or Services’ functionality, or (iii) provide UC a credit for the then depreciated cost of the Goods subject to such claims. If none of the foregoing options is reasonably acceptable to UC, UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation.

Article 8 – First Paragraph is amended in full to read as follows:

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, w ithout limitation, reasonable attorneys' fees and c o s t s ) , d a m a g e s , a n d l i a b i l i t i e s o f a n y k i n d a r i s i n g f r o m t h i r d p a r t y c l a i m s r e s u l t i n g f r o m o r a r i s i n g o u t o f t h e 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 negligent acts or omissions of Supplier, its officers, employees, agents, sub-sup pliers, 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 de fend 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 unreasonab ly be withheld.

Article 9 G. is amended in full to read as follows:

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 cancelled, Supplier will provide UC with not less than fifteen (15) days’ advance written notice of such cancellation, and will promptly obtain replacement coverage that complies with this Article.

The Appendix – General Data Protection Regulation Dated 8/21/2019 are hereby Amended as follows:

First Paragraph – is amended to add paragraph after first paragraph as follows:

Notwithstanding the foregoing, as of the Effective Date, none of the Services involve any apparent Processing of Data governed by the GDPR. Without limiting the generality of the foregoing, the Data will pertain to data subjects located within the United States and be collected stored and Pr ocessed within the United States, with exceptions that will be known to, and controllable solely by, UC in its role as the Controller. Accordingly, Supplier will provide the Services in compliance with applicable privacy laws and regulations. If and to the extent the Services involve Processing of Data governed by the GDPR, this Appendix will app ly to the extent it is reasonable and proportionate with respect to that Processing. This Appendix will not otherwise apply to the Agreement, any of the Services, or have any other force or effect.

The Appendix – Data Security Dated 8/12/2019 are hereby Amended as follows:

Article 1 A. is amended to Add last sentence as follows:

Notwithstanding anything to the contrary, the requirements herein shall apply only to the extent reasonable and applicable to the services provided by the Supplier under an or der to this Agreement.

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Article 2 B is amended to delete “(1) Any Disclosure of Institutional Information to an unauthorized party or in an unlawful manner;”
Article 11 B is amended in full to read as follows:

Supplier must retain each employee's, sub-supplier's, or agent's background check documentation for a reasonable period following the termination of that person’s assignment to perform any services specified in the Agreement.

16. Incorporated Documents
This Agreement and its Incorporated Documents contain the entir e agreement between the Parties, in order of the below precedent, concerning its subject matter and shall supersede al l prior or other agreements, ora l and written declarations of intent and other legal arrangements (whether binding or non-bin ding) made by the Parties in respect thereof. Incorporated Documents b. through h. below shall exclusively apply to UC tra nsactions, and Incorporated Documents i. below shall exclusively apply (as applicable) to OMNIA Partners, Public Sector participating agencies transactions.

Ă͘ Purchasing Agreement # 2021002788
ď͘ UC Terms and Conditions of Purchase Dated 2/27/20
Đ͘ UC Terms and Conditions of Equipment Lease Dated 12/15/94 Ě͘ UC Appendix – Data Security Dated 8/12/19
Ğ͘ UC Appendix - Business Associate (HIPAA) Dated 8/2/19 Ĩ͘ UC Appendix – General Data Protection Regulation (GDPR) Dated 8/21/19 Ő͘ UC Appendix – Electronic Commerce dated 7/18/2019
Ś͘ Statement of Work – Attachment A
ŝ͘ OMNIA Partners Exhibit – Terms applicable to all Non-University of California Entities – Attachment B ũ͘ RFP – Print Goods and Services – UC Systemwide

17. Entire Agreement
The Agreement and its Incorporated Documents contain the entire Agreement between the parties and supersede all prior written or oral agreements with respect to the subject matter herein.

This Agreement can only be signed by an authorized representative with the proper delegation of authority.

THE REGENTS OF THE Ricoh USA Inc.

UNIVERSITY OF CALIFORNIA
________________________________ ______________________________ _____ (Signature) (Signature)
________________________________ ____________________ _______________ (Printed Name, Title) (Printed Name, Title)
________________________________ ______________________________ ______ (Date) (Date)
Director, State & Local Government
1/28/21
___________________________________ _________________________________________________________________________________________________________________________________________________________________________________________ _______________ ________________________ Signature)

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Revised 2/27/2020
Terms and Conditions of Purchase
ARTICLE 1 – GENERAL
The equipment, materials, or supplies (“Goods”) and/or services (“Services”) furnished by Supplier (together, the “Goods and S ervices”) and covered by the UC Purchase Order (“PO”) and/or other agreem ent (which, when combined with these Terms and Conditions and a ny 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 s ub-suppliers at any tier. As used herein, “UC” refers to The Re gents of the University of California, a corporation described in California Constitution Art. IX, Sec. 9, on behalf of the UC Locations id entified in the Agreement and/or the PO. UC and Supplier individually will be r eferred to as “Party” and collectively as “Parties.” Any define d 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 wr iting.

Written acceptance or shipment of all or any portion of the Goods, or the performance of all or any portion of the Services, covered by the Agreement, will constitute Supplier’s unqualified acceptance of all of the Agreement’s terms a nd conditions. The terms of any proposal referred to in the Agreement are included and made a part of th e 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 wit h the terms and conditions of the Agreement.

ARTICLE 2 – TERM AND TERMINATION
A. As applicable, the term of the Agreement (“Initial Term”) wil l 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 appropriat ion 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 even t 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 co nsistent with any requirements for providing notice specified i n 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 performan ce through the later of the date that (i) UC provided Supplier with notice of termination or (ii) Supplier’s provision of Goods and/or Services will terminate.

D. UC may by written notice terminate the Agreement for Supplier’s breach of the Agreement, in whole or in part, at any time, if Supplier refuses or fails to comply with the provisions of the Agreement, or so fails to make progress as to endanger performance and does not cure such failure within five (5) business days, or fails to su pply 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. UC’s Appendix – Data Security, Appendix – BAA, and/or Appendi x – GDPR will control in the event that one or more appendices are incorporated into the Agreement and conflicts with the provisions of this Article.

ARTICLE 3 – PRICING, INVOICING METHOD, AND SETTLEMENT METHOD AND TERMS.

Pricing is set forth in the Agreement or Purchase Order, and th e amount UC is charged and responsible for shall not exceed the amount specified in the Agreement unless UC has given prior written ap proval. 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 U C’s Supplier Invoicing, Terms & Settlement Matrix. UC will pay Supp lier, upon submission of acceptable invoices, for Goods and/or Services provided and accepted. Invoices must be itemized and reference the Agreement or Purchase Order number. UC will not pay shippin g, packaging or handling expenses, unless specified in the Agreeme nt or Purchase Order. Unless otherwise provided, freight is to be FOB destination. Any of Supplier’s expenses that UC agrees to reimb urse 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 ot her 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.

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Revised 2/27/2020
Terms and Conditions of Purchase
ARTICLE 4 – INSPECTION.

If, prior to final acceptance, any Goods and/or Services furnis hed are found to be incomplete, or not as specified, UC may rej ect 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 re asonable, UC may terminate the Agreement in whole or in part. Supplier will bear all risks as to rejected Goods and/or Services and, in ad dition 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 late nt defects, fraud or such gross mistakes as amount to fraud.

ARTICLE 5 – ASSIGNED PERSONNEL; CHARACTER OF SERVICES
Supplier will provide the Services as an independent contractor and furnish all equipment, personnel and materiel sufficient to provide the Services expeditiously and efficiently, during as many hours pe r 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 immedia tely remove such personnel from providing Services and he or sh e will not 0again, without UC’s written permission, be assigned to provide Services. At no time will Supplier or Supplier’s employees, s ub-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. S upplier 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, contribu tions and other taxes with respect to such employees, agents an d 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 warrant ies. Supplier acknowledges that failure to comply with any of the warranties in the Agreement will constitute a material breach of the Agree ment and UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation.

A. General Warranties. Supplier represents, warrants and covena nts that: (i) Supplier is free to enter into this Agreement and t h at Supplier is not, and will not become, during the Term, subject to any restrictions that might restrict or prohibit Supplier fr om 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; (ii i) 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 wh ich Supplier’s hardware, software and embedded systems may be susceptible to errors or failures in various crisis (or force m ajeure) situations; (v) if Supplier uses electronic systems for c r e a t i n g , modifying, maintaining, archiving, retrieving or transmitting a ny records, including test results that are required by, or sub ject 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 sam e or substantially similar goods or services, or such other mor e 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 necessa ry permits or licenses and abide by all applicable laws, regula tions 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 applic able, 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:

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1. It complies with California and federal disability laws and r egulations; and

2. The Goods and/or Services will conform to the accessibility r equirements of WCAG 2.0AA.

3. Supplier agrees to promptly respond to and resolve any compla int regarding accessibility of its Goods and/or Services; E. General Accessibility Requirements. Supplier warrants that:

1. It will comply with California and federal disability laws an d regulations;

2. Supplier will promptly respond to remediate to any identified accessibility defects in the Goods and Services to conform to WCAG

2.0 AA; and

3. Supplier agrees to promptly respond to and use reasonable efforts to resolve and remediate any complaint regarding accessibility of its Goods and/or Services.

F. Warranty of Quiet Enjoyment. Supplier warrants that Supplier has the right of Quiet Enjoyment in, and conveys the right of Quiet Enjoyment to UC for UC’s use of, any and all intellectual prope rty 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 Negl ect Reporting Act ("CANRA"). Where applicable, Supplier warrants that it complies with CANRA.

H. Debarment and Suspension. Supplier warrants that it is not pr esently debarred, suspended, proposed for debarment, or declare d 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 an d 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 employ ees, no funds paid under the Agreement will be used to train workers who are located outside of the United States, or plan to reloc ate outside the United States as part of the Agreement. Additionall y, 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 perf orms 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.

ARTICLE 7 – INTELLECTUAL PROPERTY, COPYRIGHT, PATENTS, AND DATA RIGHTS A. Goods and/or Services Involving Work Made for Hire.

1. Unless UC indicates that the Goods and/or Services do not inv olve 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 Deli verables 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 copyri ghts or trademarks, will be owned by UC. In the event that it is deter mined that UC is not the owner of such Deliverables under the "work made for hire" doctrine of U.S. copyright law, Supplier h ereby irrevocably assigns to UC all right, title, and interest to and in such Deliverables and any copyrights or trademarks thereto.

2. The Deliverables must be new and original. Supplier must not use any pre-existing copyrightable or trademarked images, writings, or other proprietary materials (hereinafter "Pre-Existing Materials") in the Deliverables without UC’s prior written permission. In the event that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest, UC is hereby granted, and will have, a non-exclusive, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative w orks of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables.

3. Whenever any invention or discovery is made or conceived by S upplier 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 det ermine the disposition of title to and all rights under any application or patent that may result.

4. Supplier is specifically subject to an obligation to, and her eby does, assign all right, title and interest in any such int ellectual property rights to UC as well as all right, title and interest in tangible research products embodying any such inventions whether t h e in ve n ti on s ar e p at en t ab le or n ot . S up p li e r ag r e es t o p r omptly 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.

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1. If the Goods and/or Services d o not involve work made for hire, and in the event that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest, U C is hereby granted, and will have, a non-exclusive, royalty-fr ee, irrevocable, perpetual, paid-up, worldwide license (with the ri ght to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables.

2. The Deliverables must be new and original. Supplier must not use any Pre-Existing Materials in the Deliverables without UC’s prior written permission.

3. Whenever any invention or discovery is made or conceived by S upplier in the course of or in connection with the Agreement, Supplier will promptly furnish UC complete information with res pect thereto and UC will have the sole power to determine whether and where a patent application will be filed and to det ermine the disposition of title to and all rights under any application or patent that may result.

4. Supplier is specifically subject to an obligation to, and her eb y d oe s , a s s i g n a l l rig h t , t i t l e a nd i n t ere s t i n a n y s u c h in t ellectual property rights to UC as well as all right, title and interest in tangible research products embodying any such inventions whether t h e in ve n ti on s ar e p at en t ab le or n ot . S up p li e r ag r e es t o p r omptly 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 t o such claim or likely claim. In the event that UC receives no tice 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 c laim or threat. Following receipt of such notice, Supplier wil l 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 provide d, this Agreement shall not be construed as conferring on Supplier any patent, copyright, trademark, license right or trade secret own ed or obtained by UC. Any right for Supplier to use Institutional Inf ormation 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 U C o r o n i t s b e h a l f , i n c l u d i n g b u t n o t l i m i t e d t o a p p l i c a t i o n 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-su ppliers, 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 act ion and to permit Supplier to defend any claim or action, and t hat 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.

In the event Appendix DS applies to this Agreement, Supplier sh all reimburse or otherwise be responsible for any costs, fines or penalties imposed against UC as a result of Supplier’s Breach of Institut ional Information and/or failure to cooperate with UC’s respons e to such Breach. As used herein, “Breach” means: (1) any disclosure of Institutional Information to an unauthorized party or in an unlawful manner; (2) unauthorized or unlawful acquisition of information that com p r o m i s e s t h e s e c u r i t y , c o n f i d e n t i a l i t y o r i n t e g r i t y o f I n s t i t u tional Information and/or IT Resources; and (3) the acquisition, access, use, or disclosure of Protected Health Information or medical information in a manner not permitted under the Health Insurance Portabilit y and Accountability Act (HIPAA) or California law. “IT Resourc es” 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.

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ARTICLE 9 – INSURANCE
Supplier, at its sole cost and expense, will insure its activit ies 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 liab ility included) with limits as follows:

1. Each Occurrence $ 1,000,000

2. Products/Completed Operations Aggregate $ 2,000,000

3. Personal and Advertising Injury $ 1,000,000

4. General Aggregate $ 2,000,000
B. Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired automobiles with a combined single limit o f 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 insu rance is written on a claims-made form, it will continue for th ree years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with th e effective date of the Agreement.

D. Workers' Compensation as required by applicable state law and Employer’s Liability with limits of one million dollars ($1,000,000) per occurrence. Workers' Compensation as required by applicable sta te law and Employer’s Liability with limits of one million doll ars ($1,000,000) per occurrence.

E. If applicable, Supplier Fidelity Bond or Crime coverage for t he dishonest acts of its employees in a minimum amount of one m illion dollars ($1,000,000). Supplier will endorse such policy to incl ude a “Regents of the University of California Coverage” or “Jo int Payee Coverage” endorsement. UC and, if so requested, UC’s officers, employees, agents and sub-suppliers will be named as "Loss Payee, as Their Interest May Appear” in such Fidelity Bond.

F. 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 insuranc e, 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 Supplie r, or any person or persons under Supplier’s direction and cont rol, in connection with the performance of this Agreement, as well as a ll Supplier costs, including damages it is obligated to pay UC or any third party, that are associated with any confirmed or suspecte d Breach or compromise of Institutional Information. In some c ases, 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 lim itation: (i) costs to notify parties whose data were lost or co mpromised; (ii) costs to provide credit monitoring and credit restoration s ervices to parties whose data were lost or compromised; (iii) c osts associated with third party claims arising from the confirmed o r suspected Breach or loss of Institutional Information, includ ing litigation costs and settlement costs; (iv) any investigation, enforcement, fines and penalties, or similar miscellaneous cost s; and (v) any payment made to a third part y as a r e s u l t of e x t or t i on r e l at e d t o a c on fi r me d or s u s p e cte d Br e ach . Th e f ol l owi n g i n s u r an ce coverage is based on the highest Protection Level Classification of Institutional Information identified in Exhibit 1 to Appendix DS:

1. P1 - This insuranc e policy must have minimum limits of $500,000 each occurrence and $500,000 in the aggregate.

2. P2 - This insurance policy must have minimum limits of $1,000 ,000 each occurrence and $1,000,000 in the aggregate.

3. P3 and P4, less than 70,000 records - this insurance policy m ust have minimum limits of $5,000,000 each occurrence and $5,000,000 in the aggregate.

4. P3 and P4, 70,000 or more records - this insurance policy mus t have minimum limits of $10,000,000 each occurrence and $10,000,000 in the aggregate.

Protection Level Classifications are defined in the UC Systemwi d e I n f o r m a t i o n S e c u r i t y C l a s s i f i c at i o n o f I n f o r m a t i o n a n d I T R esources:
https://security.ucop.edu/policies/institutional-information-and-it-resource-classification.html G. 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 ab ove insurance coverage is modified, changed or cancelled, Supplier will provide UC with not less than fifteen (15) days’ advance w ritten 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

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of insurance (and the relevant endorsement pages) evidencing compliance with all requirements prior to commencing work under the Agreement. Such certificates will:

1. Indicate that The Regents of the University of California has been endorsed as an additional insured for the coverage referred to under A and B of this Article. This provision will only apply i n proportion to and to the extent of the negligent acts or omis sions of Supplier, its officers, agents, or employees.

2. Include a provision that the coverage will be primary and wil l not participate with or be excess over any valid and collecti ble 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 d erivation thereof, in any form or manner in advertisements, reports, or o ther 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 o r distribution to the public, without U C ’ s prior written approval. Supplier agrees to comply at all times with California Educa tion Code Section 92000.

ARTICLE 11 – FEDERAL FUNDS
Supplier who supplies Goods and/or Services certifies and repre sents its compliance with the following clauses, as applicable. Supplier s h a l l p r o m p t l y n o t i f y U C o f a n y c h a n g e o f s t a t u s w i t h r e g a r d t o these certifications and representations. These certification s and representations are material statements upon which UC will rely.

A. For commercial transactions involving funds on a federal cont ract (federal awards governed by the FAR), the following provis ions apply, as applicable:

1. FAR 52.203-13, Contractor Code of Business Ethics and Conduct ;

2. FAR 52.203-17, Contractor Employee Whistleblower Rights and R equirement to Inform Employees of Whistleblower Rights;

3. FAR 52.203-19, Prohibition on Requiring Certain Internal Conf identiality Agreements or Statements;

4. FAR 52.219-8, Utilization of Small Business Concerns;

5. FAR 52.222-17, Non-displacement of Qualified Workers;

6. FAR 52.222-21, Prohibition of Segregated Facilities;

7. FAR 52.222-26, Equal Opportunity;

8. FAR 52.222-35, Equal Opportunity for Veterans;

9. FAR 52.222-36, Equal Opportunity for Workers with Disabilitie s;

10. FAR 52.222-37, Employment Reports on Veterans;

11. FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act;

12. FAR 52.222-41, Service Contract Labor Standards;

13. FAR 52.222-50, Combating Trafficking in Persons;

14. FAR 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration , or Repair of Certain Equipment - Requirements;

15. FAR 52.222-53, Exemption from Application of the Service Con tract Labor Standards to Contracts for Certain Services - Requirements;

16. FAR 52.222-54, Employment Eligibility Verification;

17. FAR 52.222-55, Minimum Wages Under Executive Order 13658;

18. FAR 52.222-62, Paid Sick Leave under Executive Order 13706;

19. FAR 52.224-3, Privacy Training;

20. FAR 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations;

21. FAR 52.233-1, Disputes; and

22. FAR 52.247-64, Preference for Privately Owned U.S.-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/procurement-services/policies- forms/index.html is hereby incorporated herein by this reference.

C. For transactions involving funds on a federal grant or cooper ative agreement (federal awards governed by eCFR Title 2, Subti tle A, Chapter II, Part 200) the following provisions apply, as applicable:

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1. Rights to Inventions. If Supplier is a small business firm or nonprofit organization, and is providing experimental, develop ment, or research work under this transaction, Supplier must comply w ith the requirements of 3 CFR Part 401, “Rights to Inventions Made by nonprofit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements”.

2. Clean Air Act. Supplier agrees to comply with all applicable standards, orders or 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).

3. Byrd Anti-Lobbying. Supplier certifies that it will not, and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an offi cer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.

4. Procurement of Recovered Materials. If Supplier is a state ag ency or agency of a political subdivision of a state, then Supp lier must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.

D. In these provisions, the term "contractor" as used therein will refer to Supplier, and the terms “Government” or “Contracting Officer” as used therein will refer to UC. Where a purchase of items is for fulfillment of a specific U.S. Government prime or subcont ract, additional information and/or terms and conditions may be inclu d e d i n an at t ache d s up p le me nt . By s u b mi t t i ng an i n voi ce t o U C, Supplier is representing to UC that, at the time of submission:

1. Neither Supplier nor its principals are presently debarred, s uspended, or proposed for debarment by the U.S. government (see FAR 52.209-6);

2. Supplier has filed all compliance reports required by the Equ al Opportunity clause (see FAR 52.222-22); and

3. Any Supplier representations to UC about U.S. Small Business Administration or state and local classifications, including bu t not limited to size standards, ownership, and control, are accurate and complete.

4. Byrd Anti-Lobbying. Supplier certifies that it will not, and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an offi cer 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 qua lified 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 ident ity, national origin, protected veteran status or disability.” With respect to activities occurring in the State of California, Supplier agree s to adhere to the California Fair Employment and Housing Act. Supplier will provide UC on request a breakdown of its labor force by groups as specified by UC, and will discuss with UC its policies and practices relating to its affirmative action programs. Supplier will not maintain or provide facilities for employees at any establishment under its control that are segregated on a basis prohibited by federal law. Separate o r single-user restrooms and necessary dressing or sleeping area s 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 becom e due to each, and that before the final payment called for und er the Agreement, will upon UC’s request submit to UC a complete set o f 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 r eceipts include all the labor and materials for which a lien co uld 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 unsat isfied 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.

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ARTICLE 14 – PREMISES WHERE SERVICES ARE PROVIDED
A. Cleaning Up. Supplier will at all times keep UC premises whe re 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 a nd 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 n ot promptly removed, UC may remove the rubbish and charge the c ost 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 pro tection, health, safety, and fire protection regulations and requirements (including reporting requirements). In the event that Supplier fails to comply with such regulations and require ments, 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-supplier s 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 o nto 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 an d from such work sites, and to any other area which UC may perm it 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 t o protect workers and others against any conditions on the prem ises 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, whe ther such machinery, equipment or facilities are the property o f or are being operated by, Supplier, its sub-suppliers, UC or other persons. To the extent compliance is required, Supplier will comply with all relevant UC safety rules and regulations when on UC premises.

C. Tobacco-free Campus. UC is a tobacco-free institution. Use o f cigarettes, cigars, oral tobacco , electronic cigarettes and a ll 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 exp ressly provided in writing by UC, be construed to vest title th ereto in Supplier.

ARTICLE 16 – COOPERATION
Supplier and its sub-suppliers, if any, will cooperate with UC and other suppliers and will so provide the Services that other cooperating suppliers will not be hindered, delayed or interfered with in t he 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 p a s s d i r e c t l y f r o m S u p p l i e r t o U C a t t h e f . o . b . p o i n t s h o w n , or as otherwise specified in the Agreement, subject to UC’s right to reject upon inspection.

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D. Changes. Notwithstanding the terms in Article 34, Amendments, UC may make 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 up on an equitable adjustment in the price and/or delivery terms.

Supplier may not make changes without UC’s written approval. A ny claim of Supplier for an adjustment under the Agreement must be made in writing within thirty (30) days from the date Suppli er receives notice of such change unless UC waives this conditi on 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 warra nties in Articles 6 and 11.

F. Export Control. Supplier agrees to provide UC (the contact li sted on the Purchase Order) with written notification that iden tifies 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 Admi nistration Regulations (15 CFR §§ 730-774) 500 or 600 series, o r controlled on a military strategic goods list. Supplier agrees to provide UC (the contact listed on the Purchase Order) with written notification if Supplier will be providing information necessar y for the operation, installation (including on-site installati on), 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 concer ning 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 affilia te; B. A position as director, officer, partner, trustee, employee o r manager of Supplier or its affiliate; C. Receipt during the past 12 months of $500 in income or $440 i n gifts from Supplier or its affiliate; or D. A personal financial benefit f rom 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 nea r 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, an d if the underlying grant, coop erative agreement or federal con tract 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 exam ine Supplier’s pertinent books, documents, papers, and records involving transactions and work related to the Agreement until the expira tion of five (5) years after final payment under the Agreement. T h e examination and audit will be confined to those matters connect ed with the performance of the Agreement, including the costs o f 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 l a w , o r a s o t h e r w i s e a u t h o r i z e d i n w r i t i n g b y U C p r i o r t o S u p p lier’s disclosure. Supplier shall have the limited right to disc lose Institutional Information to Supplier’s employees provided that : (i) Supplier shall disclose only such Institutional Informati on as is necessary for the Supplier to perform its obligations under thi s 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

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for any breach of this Agreement by its employees. For avoidanc e of doubt, this provision prohibits Supplier from using for its own benefit Institutional Information and any information derived t herefrom. 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 securit y of Institutional Information according to all applicable laws a n d industry best practices, and no less rigorously than it protects its own information, but in no case less than reasonable care.

C. Confidential Institutional I nformation. 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 “ C on fid e n t ia l” at th e ti me o f d i s cl os u r e ; (i i) i f d i s c los e d orally, identified at the time of such oral disclosure as conf idential, 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 con fidential 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 Su pplier’s Services, Confidential Institutional Information may include an y information that identifies or is capable of identifying a sp ecific individual, including but not limited to:

1. Personally identifiable information,

2. 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),

3. Medical information as defined by California Civil Code § 56.05,

4. Cardholder data,

5. Student records, or

6. Individ ual fin anci al infor mat i on t hat is sub je ct t o laws r estricting the use and disclosure of such information, including b ut not limited to:
a. Article 1, Section 1 of the California Constitution; the California Information Practices Act (Civil Code § 1798 et seq.); b. The federal Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801(b) and 6805(b)(2)); c. The federal Family Educational Rights and Privacy Act (20 U.S.C. § 1232g); d. The federal Fair and Accurate Credit Transactions Act (15 U.S.C. § 1601 et seq.); e. The Fair Credit Reporting Act (15 U.S.C. § 1681 et seq), and f. Applicable international privacy laws, including, but not lim ited 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 sto rage 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.

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.

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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 an d the environment, and which generate benefits to the Universit y as well as to society and the economy, while remaining within the carry ing capacity of the environment), to the maximum possible exten t consistent with the Agreement, and with the University of Calif ornia Sustainable Practices Policy ( https://policy.ucop.edu/doc/3100155) and the University of California Sustainable Procurement Guidelines:
(https://www.ucop.edu/procurement-services/_files/sustainableprocurementguidelines.pdf).

In accordance with the University of California Sustainable Pra ctices Policy, Supplier will adhere to the following requiremen ts and standards, as applicable. Supplier acknowledges that failure to comply with any of the sustainability standards and requiremen ts in the Agreement will constitute a material breach of the Agreement an d UC will have the right to terminate the Agreement without dam age, penalty, cost or further obligation.

A. Sustainability Marketing Standa rds. Supplier sustainability r elated claims, where applicable, must meet UC recognized certif ications 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 b e provided in hard copy or physical format if specifically requ ired 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 a ll 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:

1. Uses bulk packaging;

2. Uses reusable packaging (e.g. totes reused by delivery service for next delivery);

3. Uses innovative packaging that reduces the weight of packagin g, reduces packaging waste, or utilizes packaging that is a component of the product;

4. Maximizes recycled content and/or meets or exceeds the minimu m post-consumer content level for packaging in the U.S.

Environmental Protection Agency Comprehensive Procurement Guidelines;

5. Uses locally recyclable or c ertified compostable material.

D. Foodservice Foam Ban. As of 2018, the University no longer al lows 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 supp liers from selling or distributing packaging foam (other than that ut ilized for laboratory supply or medical packaging) to UC campus es.

Packaging foam is defined as any open or closed cell, solidifie d, polymeric foam used for cushioning or packaging, including b ut not limited to: low-density polyethylene foam, polypropylene foam, polystyrene foam (i.e. expanded polystyrene (EPS)), polyurethan e foam, polyethylene foam, polyvinyl chloride (PVC) foam, and mic rocellular foam. Not included in this ban are easily biodegrada ble, plant-based foams such as those derived from corn or mushrooms.

F. E-Waste Recycling Requirements. All recyclers of UC electroni c equipment must be e-Steward certified by the Basel Action Net work (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:

A. If Supplier is an Applicable Large Employer (as defined under Treasury Regulation Section 54.4980H-1(a)(4)):

1. Supplier offers health coverage to its full-time employees who are performing Services for UC;

2. Supplier’s cost of enrolling such employees in Supplier’s health plan is factored into the fees for the Services; and

3. The fees for the Services are higher than what the Services w ould cost if Supplier did not offer health coverage to such ful l-time employees.

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B. If Supplier is not an Applicable Large Employer (as defined a bove):

1. Supplier offers group health coverage to its full-time employ ees who are performing Services for UC and such coverage is considered Minimum Essential Coverage (as defined under Treasury Regulation Section 1-5000A-2) and is Affordable (as defined under Treasury Regulation Section 54.4980H-5(e)); or

2. Supplier’s full-time employees who are performing services fo r UC have individual coverage and such coverage satisfies the PPACA requirements for mandated individual coverage.

Supplier acknowledges that UC is relying on these warranties to ensure UC’s compliance with the PPACA Employer Shared Responsi bility 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 provision s, including but not limited to those set forth in Labor Code s ections 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 Suppli er or with a sub-supplier to provide a portion of the Services. The term sub- supplier will not include suppliers, manufacturers, or distribu tors. Specifically, and not by way of limitation, if apprentica ble 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 p ublic 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 Wag e (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 asc ertained the general prevailing per diem wage rates in the loca lity 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 employe d by Supplier in providing the Services. Supplier will cause a ll 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 porti on thereof for each worker that is paid less than the prevailin g 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 Suppli er or any sub-supplier. The amount of this penalty will be determined pur suant to applicable law. Such forfeiture amounts may be deduct ed from the amounts due under the Agreement. If there are insufficient funds remaining in the amounts due under the Agreement, Suppli er 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, inclu ding but not limited to those set forth in Articles 11, 12 and 14 herein, and that Supplier pays its employees performing the Services no les s than the UC Fair Wage. Supplier agrees UC may conduct such U C Fair Wage/Fair Work interim compliance audits as UC reasonably reque sts, as determined in UC’s sole discretion. Supplier agrees to post UC

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Fair Wage/Fair Work notices, in the form supplied by UC, in pub lic areas (such as break rooms and lunch rooms) frequented by S upplier 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 w ill (i) at Supplier’s expense, provide an annual independent ve rification (https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html) performed by a licensed public accounting firm (independent accountant) or the Supplier’s independent int ernal audit department ( http://na.theiia.org/standards- guidance/topics/Pages/Independence-and-Objectivity.aspx) in compliance with UC’s required verification standards and p rocedures (https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html) , c o n c e r n i n g S u p p l i e r ’ s c o m p l i a n c e w i t h t h i s provision, and (ii) ensure that in the case of a UC interim aud it, its independent accountant/independent internal auditor makes available to UC its UC Fair Wage/Fair Work work papers for the most recen t 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/for-suppliers/fwfw-resources- suppliers.html). Please see the UC Procurement/Supply Chain Management Policy B U S - 4 3 (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 r eagent, or other similar or related article, including a compon ent part, or accessory which is: (i) recognized in the official National For mulary, or the United States Pharmacopoeia, or any supplement t o them; (ii) 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 (iii) 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 a ction within or on the body of humans or other animals and whic h 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 M edical Device or Supplier’s use of any Medical Device in provid ing Goods and/or Services hereunder, Supplier will: (i) perform security testing and validation for each such Goods and/or Services or Medical Device, as ap p l i cab le ; (i i ) p e r for m s e cu r it y s can s t o d e t e ct mal war e on any software embedded within any Goods and/or Services or Med ical Device, as applicable, in order to verify that the software doe s not contain any known malware; (iii) conduct a vulnerability scan encompassing all ports and fuzz testing; and (iv) provide UC with reports for (i) – (iii). Supplier warrants that any Good or Medical Device is compliant with FDA’s most current guidance or regulation for th e quality system related to the cybersecurity and the Managemen t 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 Me dical Device used in the course of providing Services, as appli cable. All such patches and other security updates will be made available to UC within thirty (30) days of its commercial release or as o therwise recommended by Supplier or Supplier’s sub-supplier, whichever is earlier.

Supplier warrants that all software and installation media not specifically required for any Medical Device used by Supplier or Goods and/or Services delivered to UC under this Agreement as well as files, scripts, messaging services and data will be removed from all such Goods and/or Services or Medical Device following installation, and that all hardware ports and drivers not required for use or operation of such Goods and/or Services or Medical Device will be disabled at tim e of installation. In addition, Medical Devices must be configu red so that only Supplier-approved applications will run on such Medical Devices.

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Supplier agrees that UC may take any and all actions that it, i n 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 applicab le 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 perform ance of Services. If Supplier provides an MDS2 form to UC concu rrently with i t s p r ovi si on of G ood s and /or S er vi ce s , U C wi l l h ave a re as on able p e ri od of t i me t o re vi e w su ch M D S 2 for m, an d i f t he M DS 2 form is unacceptable to UC, then UC in its sole discretion may return the Goods or terminate the Agreement with no further obligation to Supplier.

ARTICLE 27 – FORCE MAJEURE
Neither Party will be liable for delays due to causes beyond th e Party’s control (including, but not restricted to, war, civil disturbances, earthquakes, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather).

ARTICLE 28 – ASSIGNMENT AND SUBCONTRACTING
Except as to any payment due hereunder, Supplier may not assign or subcontract the Agreement without UC’s written consent. In case such consent is given, the assignee or subcontractor will be subject to all of the terms of the Agreement.

ARTICLE 29 – NO THIRD-PARTY RIGHTS
Nothing in the Agreement, express or implied, is intended to make any person or entity that is not a signer to the Agreement a third-party beneficiary of any right created by this Agreement or by operation of law.

ARTICLE 30 – OTHER APPLICABLE LAWS
Any provision required to be included in a contract of this typ e by any applicable and valid federal, state or local law, ordi nance, 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 Agr eement by overnight delivery or by certified mail with return r eceipt 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 a n y p o r t i o n o f t h e i n v a l i d a t e d p r o v i s i o n t h a t r e m a i n s l e g a l , valid, or enforceable.

ARTICLE 33 – WAIVER
Waiver or non-enforcement by either Party of a provision of the Agreement will not constitute a waiver or non-enforcement of a ny 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 ot herwise amend the Agreement, but only by a writing signed by bo th 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:

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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 w hich it is appended. The exclusive jurisdiction and venue for any and all actions arising out of or brought under the Agreement is in a s tate 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 obligation s 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 A ND 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 define d as work customarily performed by bargaining unit employees at the University in the categories of services described in Regents P olicy 5402, and American Federation of State, County, and Munic ipal Employees (AFSCME) Collective Bargaining Agreement Article 5. Covered Services include, but are not necessarily limited to, the following services: cleaning, custodial, janitorial, or housekeeping serv ices; food services; laundry services; grounds keeping; buildin g maintenance (excluding skilled crafts); transportation and parking services; and security services.

Unless UC notifies Supplier that the Services are not Covered S ervices, Supplier warrants that it is in compliance with applic able federal, state and local working conditions requirements, including but not limited to those set forth in in other Articles of the Agre ement. In accordance with Regents Policy 5402 and AFSCME Collective Barga ining Agreement Article 5, Supplier also warrants that it pays its employees performing the Covered Services at UC locations the e quivalent value of the wages and benefits – as determined in th e Wage and Benefit Parity Appendix – received by UC employees providing similar services at the same, or nearest UC location.

Supplier agrees UC may conduct such compliance audits as UC reasonably requests, and determined at UC’s sole discretion. Supplier agrees to post UC Contracting for Covered Services notices, in the tem plate supplied by UC, in a prominent and accessible place (such as break rooms and lunch rooms) where it may be easily seen by workers who perform Covered Services. The term "Supplier" includes Supplier and its Sub-Suppliers at any tier. Supplier also agrees to:

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Terms and Conditions of Purchase
(a) upon UC’s request, provide verification of an independent audit performed by Supplier’s independent auditor or independent internal audit department (http://na.theiia.org/standards-guidance/topics/Pages/Independence-and-Objectivity.aspx) and at Supplier’s expense; and
(b) ensure that, in the case of a UC interim audit, Supplier’s auditor makes available to UC its Contracting for Covered Services work papers for the most recently audited time period. Supplier agrees to provide UC requested verification, in a form acceptable to UC, no later than ninety days after receiving UC’s request.

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Steven Bissey, Director, State & Local Government
1/28/21

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212-253-3530
[email protected]
711 Third Avenue, New York, NY 10017

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/i255/i255

1 04/10/19
Addendum A: Scope of Processing Data
This Addendum is part of the Appendix GDPR and includes details of the processing of Data as required by the Agreement.
1 . P r o c e s s o r i s p r o c e s s i n g D a t a o n b e h a l f o f t h e C o n t r o l l e r f o r purposes of the performance of Services described in this Agreement. Data shall be processed for the duration of the term of this Agreement, except as otherwise specifically set forth herein. P r o c e s s o r d o e s n o t a n t i c i p a t e processing data as defined herin.

2. The purpose s(s) of th e processing of Da ta t o be c arri ed out by the Processor on behalf of the Controller includes: Processor does not anticipate processing data as defined herin.

3. The Data to be processed by the Processor on behalf of the Co ntroller in the performance of Services includes the followingNAME, TITLE, CONTACT INFORMATION , BIRTHDATE, AGE, IDENTIFICATION NUMBERS, ACADEMIC RECORDS, FINANCIAL DATA,] the Data also includes the following sensitive data – racial or ethnic origin, political o pinions, religious or philosophical b e l i e f s , t r a d e u n i o n m e m b e r s h i p , g e n e t i c d a t a , b i o m e t r i c d a t a , data concerning health, data concerning sex life or sexual orientation, or data relating to criminal convictions or offenses] If the Processor becomes aware that additional personal data not i dentified above has been received from the Controller, the Processor shall immediately notify the Controller.

4. The Data to be processed by the Processor on behalf of the Co ntroller in the performance of Services relates to the following categories of data subjects: none

5. Controller authorizes the Proce ssor to subcontract the follow ing processing activities to the following Subprocessors: none

6. Other than to the United States as may be required for the performance of Services, and for which the Controller has a lawful basis to transfer the Data to the U nited States pursuant to GDPR, the Processor may transfer Data to the following countries outside of the EEA: none

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ŝŐŚƚŽĨƚŚĞƚĞŶhĐĂŵƉƵƐĞƐƵƚŝůŝǌĞƚŚĞƐĂŵĞƉůĂƚĨŽƌŵďƵƚŵĂǇƌĞƋƵŝƌĞƐĞƉĂƌĂƚĞŝŵƉůĞŵĞŶƚĂƚŝŽŶƐ͕ĂƐǁŝůů ƚŚĞƌĞŵĂŝŶŝŶŐĐĂŵƉƵƐĞƐĂŶĚͬŽƌDĞĚŝĐĂůĞŶƚĞƌƐ͘dŚŝƐƉƉĞŶĚŝǆƐĞƚƐĨŽƌƚŚƚŚĞƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐƚŚĂƚǁŝůůŐŽǀĞƌŶ ^ƵƉƉůŝĞƌ͛ƐƐĂůĞŽĨ'ŽŽĚƐĂŶĚͬŽƌ^ĞƌǀŝĐĞƐƚŚƌŽƵŐŚh͛ƐĞWƌŽĐƵƌĞŵĞŶƚƐǇƐƚĞŵƐ͘ ^
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ĂƚĂůŽŐ;ƐͿƌĞĨĞƌƐƚŽƚŚĞůŝƐƚŽĨĚĞƚĂŝůĞĚƉƌŽĚƵĐƚŝŶĨŽƌŵĂƚŝŽŶ͕ĂŐƌĞĞŵĞŶƚƉƌŝĐŝŶŐ͕ŵĂŶƵĨĂĐƚƵƌĞƌƉĂƌƚŶƵŵďĞƌƐĂŶĚͬŽƌ ƐĞƌǀŝĐĞĚĞƐĐƌŝƉ ƚŝŽŶƐƌĞůĂƚŝŶŐƚ ŽƚŚĞ'ŽŽĚƐĂ ŶĚ ͬŽƌ^ĞƌǀŝĐĞƐ ƚŽďĞŽĨĨĞƌĞĚĞŝƚŚĞƌĂƐĂWƵŶĐŚͲŽƵƚĂƚĂůŽŐ͕Ă,ŽƐƚĞĚ ĂƚĂůŽŐŽƌŝŶĂĐŽŵďŝŶĂƚŝŽŶ͘dŚŝƐŵĂǇŝŶĐůƵĚĞƚŚĞĐƌĞĂƚŝŽŶŽĨŵƵůƚŝƉůĞ,ŽƐƚĞĚĂƚĂůŽŐƐ͘ ĞWƌŽĐƵƌĞŵĞŶƚ ĂŶĚ ĞŽŵŵĞƌĐĞ ĂƌĞ ƵƐĞĚ ŝŶƚĞƌĐŚĂŶŐĞĂďůǇ ƚŽ ŵĞĂŶ h͛Ɛ ĞůĞĐƚƌŽŶŝĐ ǁĞďͲďĂƐĞĚ ƉƵƌĐŚĂƐŝŶŐ ĂŶĚ ĐĂƚĂůŽŐƐǇƐƚĞŵƐ͘
ĂĐŚhůŽĐĂƚŝŽŶŚĂƐĂďƌĂŶĚĞĚĞWƌŽĐƵƌĞŵĞŶƚƐŝƚĞ͘
'Ž>ŝǀĞĂƚĞŵĞĂŶƐƚŚĞĚĂƚĞŽŶǁŚŝĐŚĂĂƚĂůŽŐǁŝůůďĞĂĐƚŝǀĞ͘ ,ŽƐƚĞĚĂƚĂůŽŐŵĞĂŶƐĂĂƚĂůŽŐƚŚĂƚŝƐĂƉƌŽƉĞƌůǇĨŽƌŵĂƚƚĞĚĐŽŵƉƵƚĞƌĨŝůĞƐƵƉƉůŝĞĚƚŽĂůůh>ŽĐĂƚŝŽŶƐƚŚƌŽƵŐŚƚŚĞ >ŽĐĂƚŝŽŶƐ͛ƌĞƐƉĞĐƚŝǀĞĞWƌŽĐƵƌĞŵĞŶƚƐǇƐƚĞŵƐ͘
KƌĚĞƌŵĞĂŶƐĂƉƵƌĐŚĂƐĞŽƌĚĞƌĨŽƌ'ŽŽĚƐĂŶĚͬŽƌ^ĞƌǀŝĐĞƐƉůĂĐĞĚďǇĂhƐĞƌƚŚƌŽƵŐŚĂŶĞWƌŽĐƵƌĞŵĞŶƚƐǇƐƚĞŵ͘ KƌĚĞƌĂƚĂŵĞĂŶƐĂůůĚĂƚĂĂŶĚŝŶĨŽƌŵĂƚŝŽŶƌĞůĂƚŝŶŐƚŽKƌĚĞƌƐ͕ŝŶĐůƵĚŝŶŐ͕ ǁŝƚŚŽƵƚůŝŵŝƚĂƚŝŽŶ͕ƚŚĞƐƉĞĐŝĨŝĐƐŽĨĂŐŝǀĞŶ ƚƌĂŶƐĂĐƚŝŽŶ͘
WƵŶĐŚͲŽƵƚĂƚĂůŽŐŵĞĂŶƐĂĂƚĂůŽŐŚŽƐƚĞĚďǇ^ƵƉƉůŝĞƌŽŶ^ƵƉƉůŝĞƌ͛Ɛ^ŝƚĞ͘hƐĞƌƐŵĂǇĂĐĐĞƐƐƚŚŝƐWƵŶĐŚͲŽƵƚĂƚĂůŽŐ ǀŝĂĂŶ/ŶƚĞƌŶĞƚůŝŶŬƉƌŽǀŝĚĞĚďǇ^ƵƉƉůŝĞƌƚŽhƚŚĂƚƌĞĚŝƌĞĐƚƐ ĂhƐĞƌĨƌŽŵƚŚĞ>ŽĐĂƚŝŽŶ͛ƐĞWƌŽĐƵƌĞŵĞŶƚƐǇƐƚĞŵƚŽ ^ƵƉƉůŝĞƌ^ŝƚĞ͘
^ƵƉƉůŝĞƌDĂƌŬŵĞĂŶƐ^ƵƉƉůŝĞƌ͛ƐŶĂŵĞ͕ƚƌĂĚĞŶĂŵĞĂŶĚͬŽƌƚƌĂĚĞŵĂƌŬƐ͕ƐĞƌǀŝĐĞŵĂƌŬ͕ŽƌĂŶǇĚĞƌŝǀĂƚŝŽŶƚŚĞƌĞŽĨ͘ ^ƵƉƉůŝĞƌ ^ŝƚĞŵ Ğ Ă Ŷ Ɛ Ă Ŷ ŝ Ŷ ƚ Ğ ƌ Ŷ Ğ ƚ Ɛ ŝ ƚ Ğ Ž Ɖ Ğ ƌ Ă ƚ Ğ Ě Ă Ŷ Ě ŵ Ă ŝ Ŷ ƚ Ă ŝ Ŷ Ğ Ě ď Ǉ ^ Ƶ Ɖ Ɖ ů ŝ Ğ ƌ ƚ Ś Ăƚ ŚĂƐ ďĞĞŶ ŵĂĚĞ ƐƵďũĞĐƚ ƚŽ ƚŚŝƐ ƉƉĞŶĚŝǆ͘
hDĂƌŬŵĞĂŶƐh͛ƐŶĂŵĞ͕ƚƌĂĚĞŶĂŵĞĂŶĚͬŽƌƚƌĂĚĞŵĂƌŬƐ͕ƐĞƌǀŝĐĞŵĂƌŬƐ͕ŽƌĂŶǇĚĞƌŝǀĂƚŝŽŶƚŚĞƌĞŽĨ͘ hƐĞƌŵĞĂŶƐĂŶŝŶĚŝǀŝĚƵĂůĂƵƚŚŽƌŝǌĞĚďǇĂhůŽĐĂƚŝŽŶƚŽƵƐĞĂŶĞWƌŽĐƵƌĞŵĞŶƚƐǇƐƚĞŵ͘ ^
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ǆĐĞƉƚĂƐŽƚŚĞƌǁŝƐĞƐĞƚĨŽƌƚŚŚĞƌĞŝŶ͕ĞĂĐŚƉĂƌƚǇǁŝůůďĞƌĞƐƉŽŶƐŝďůĞ͕ĂƚŝƚƐŽǁŶĞǆƉĞŶƐĞ͕ĨŽƌ͗;ŝͿĚĞǀĞůŽƉŝŶŐ͕ŽƉĞƌĂƚŝŶŐ ĂŶĚŵĂŝŶƚĂŝŶŝŶŐŝƚƐƌĞůĞǀĂŶƚƐǇƐƚĞŵ;ƐͿ͖;ŝŝͿĂĐƋƵŝƌŝŶŐĂŶĚŵĂŝŶƚĂŝŶŝŶŐŝƚƐƐĞƌǀĞƌŚĂƌĚǁĂƌĞĂŶĚƐŽĨƚǁĂƌĞ;ŽƌŽďƚĂŝŶŝŶŐ ƚŚŝƌĚͲƉĂƌƚǇŚŽƐƚŝŶŐƐĞƌǀŝĐĞƐͿĨŽƌŝƚƐƌĞůĞǀĂŶƚƐǇƐƚĞŵ;ƐͿ͖ĂŶĚ;ŝŝŝͿŵĂŝŶƚĂŝŶŝŶŐ/ŶƚĞƌŶĞƚĐŽŶŶĞĐƚŝǀŝƚǇ͘ dŚĞƐƵƉƉůŝĞƌǁŝůůĞŶĂďůĞŝƚƐĐĂƚĂůŽŐǁŝƚŚĂŶǇhůŽĐĂƚŝŽŶƚŚĂƚƌĞƋƵĞƐƚƐŽŶĞ͕ĂƐůŽŶŐĂƐŝƚŝƐŶŽƚŽƵƚŽĨƚŚĞƐĐŽƉĞŽĨƚŚĞ ƚĞƌŵƐŽĨƚŚĞĂŐƌĞĞŵĞŶƚŽƌƚŚŝƐĂƉƉĞŶĚŝǆ͘dŚĞƉĂƌƚŝĞƐĂŐƌĞĞƚŽĞůĞĐƚƌŽŶŝĐĂůůǇůŝŶŬƚŚĞĨƵŶĐƚŝŽŶĂůŝƚǇŽĨƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞ ƐǇƐƚĞŵƐ͕ƵƐŝŶŐĐŽŵŵĞƌĐŝĂůůǇƌĞĂƐŽŶĂďůĞĞĨĨŽƌƚƐ͘
WƵƌĐŚĂƐĞ KƌĚĞƌ ĂŶĚ /ŶǀŽŝĐĞͬƌĞĚŝƚ DĞŵŽ ĂƚĂ ǁŝůů ďĞ ƚƌĂŶƐŵŝƚƚĞĚ ď Ğ ƚ ǁ Ğ Ğ Ŷ ƚ Ś Ğ Ɛ Ǉ Ɛ ƚ Ğ ŵ Ɛ Ă Đ Đ Ž ƌ Ě ŝ Ŷ Ő ƚ Ž ƚ Ś Ğ ĂƉƉƌŽƉƌŝĂƚĞŵĞƚŚŽĚĨŽƌĞĂĐŚhŶŝǀĞƌƐŝƚǇůŽĐĂƚŝŽŶ͕ĐyD>͕ǆ>Žƌ /ƐƚĂŶĚĂƌĚƐďĞŝŶŐƉƌĞĨĞƌƌĞĚ͘KƚŚĞƌŵĞƚŚŽĚƐŽĨ
WKŽƌ/ŶǀŽŝĐĞͬƌĞĚŝƚDĞŵŽƚƌĂŶƐŵŝƐƐŝŽŶǁŝůůŽŶůǇďĞĂůůŽǁĞĚĂƚƚŚĞĚŝƐĐƌĞƚŝŽŶŽĨĞĂĐŚhŶŝǀĞƌƐŝƚǇůŽĐĂƚŝŽŶ͘ ƐƵƉƉůŝĞƌ͛ƐWƵŶĐŚͲŽƵƚƐŝƚĞ;ŝĨĂƉƉůŝĐĂďůĞͿǁŝůůƉĞƌŵŝƚ͗;ĂͿhƐ ĞƌƐƚŽĂĐĐĞƐƐƚŚĞ^ƵƉƉůŝĞƌ^ŝƚĞǁŚĞŶĂhƐĞƌƐĞůĞĐƚƐƚŚĞ WƵŶĐŚͲŽƵƚĂƚĂůŽŐ͖;ďͿ^ƵƉƉůŝĞƌƐŝƚĞƚŽƐĞŶĚďĂĐŬƵƐĞƌƐĞůĞĐƚĞĚŝƚĞŵƐƚŽ>ŽĐĂƚŝŽŶ͛ƐĞWƌŽĐƵƌĞŵĞŶƚƐǇƐƚĞŵ͖;ĐͿhƐĞƌƚŽ ĐƌĞĂƚĞ ĂŶ KƌĚĞƌ ƚŚƌŽƵŐŚ ƚŚĞ >ŽĐĂƚŝŽŶ͛Ɛ ĞWƌŽĐƵƌĞŵĞŶƚ ƐǇƐƚĞŵ͖ ĂŶĚ ;ĚͿ h ĞWƌŽĐƵƌĞŵĞŶƚ ƐǇƐƚĞŵƐ ƚŽ ĨŽƌǁĂƌĚ ĂŶ KƌĚĞƌƚŽ^ƵƉƉůŝĞƌĨŽƌĐŽŶĨŝƌŵĂƚŝŽŶĂŶĚKƌĚĞƌƉƌŽĐĞƐƐŝŶŐĂůŽŶŐǁŝƚŚKƌĚĞƌƐƚĂƚƵƐŝŶƋƵŝƌǇ͘ ^ƵƉƉůŝĞƌŵƵƐƚďĞĂďůĞƚŽĂĐĐŽŵŵŽĚĂƚĞŽƌĚĞƌƐĂŶĚŝŶǀŽŝĐĞƐĨŽƌŵƵůƚŝƉůĞhůŽĐĂƚŝŽŶƐƐŚĂƌŝŶŐĂƐŝŶŐůĞĞWƌŽĐƵƌĞŵĞŶƚ ƉůĂƚĨŽƌŵ͘^ƵƉƉůŝĞƌŵƵƐƚďĞĂďůĞƚŽŝĚĞŶƚŝĨǇƚŚĞWƵŶĐŚͲŽƵƚƐĞƐƐ ŝŽŶĂŶĚƚƌĂŶƐŵŝƚƚĞĚWKĂƐďĞŝŶŐĨƌŽŵƚŚĞŝŶĚŝǀŝĚƵĂů ůŽĐĂƚŝŽŶƐ͘/ĨƉƌŽǀŝĚŝŶŐĂWƵŶĐŚͲŽƵƚĐĂƚĂůŽŐ͕^ƵƉƉůŝĞƌŵƵƐƚďĞĂďůĞƚŽĂĐĐŽŵŵŽĚĂƚĞŵƵůƚŝƉůĞhůŽĐĂƚŝŽŶƐŽŶĂƐŝŶŐůĞ ƉůĂƚĨŽƌŵƵƐŝŶŐĂƐŝŶŐůĞWƵŶĐŚͲŽƵƚƐŝƚĞ͕ƵŶůĞƐƐƌĞƋƵĞƐƚĞĚŽƚŚĞƌǁŝƐĞďǇh͘ ;ďͿ DĂŝŶƚĞŶĂŶĐĞŽĨ,ŽƐƚĞĚĂŶĚWƵŶĐŚͲŽƵƚĂƚĂůŽŐƐ͘
^ƵƉƉůŝĞƌ ǁŝůů ƉƌŽǀŝĚĞ ŝƚƐ ĂƚĂůŽŐ;ƐͿ ƚŽ h ŝŶ Ă ĨŝůĞ ĨŽƌŵĂƚ ƚŚĂƚ ǁŝůů ŝŶƚĞƌĨĂĐĞ ƐĞĂŵůĞƐƐůǇ ǁŝƚŚ h͛Ɛ ĞWƌŽĐƵƌĞŵĞŶƚ ƐǇƐƚĞŵƐ͘dŚĞƐĞĂƚĂůŽŐĨŝůĞƐǁŝůůďĞŝŶĐŽŵƉůŝĂŶĐĞǁŝƚŚĞĂĐŚh>ŽĐĂƚŝŽŶ͛ƐĞWƌŽĐƵƌĞŵĞŶƚƐǇƐƚĞŵ͘ hŵĂŬĞƐŶŽŐƵĂƌĂŶƚĞĞŽĨĂ'Ž>ŝǀĞ^ĐŚĞĚƵůĞĨŽƌĞƐƚĂďůŝƐŚŵĞŶƚŽĨĂŶĞǁĐĂƚĂůŽŐ^ǇƐƚĞŵǁŝĚĞ͕ĂƐĞĂĐŚ>ŽĐĂƚŝŽŶŝƐĂ ƐĞƉĂƌĂƚĞĞŶĂďůĞŵĞŶƚĂŶĚƐƵďũĞĐƚƚŽƌĞƐŽƵƌĐĞĂǀĂŝůĂďŝůŝƚǇ͘dŝŵĞůŝŶĞƐǁŝůůďĞĞƐƚŝŵĂƚĞĚĂŶĚĂĚũƵƐƚĞĚďǇhĂƐŶĞĞĚĞĚ ĨŽƌĐŽŶĐƵƌƌĞŶƚŝŵƉůĞŵĞŶƚĂƚŝŽŶƐ͘
&Žƌ,ŽƐƚĞĚĂƚĂůŽŐƐ͕^ƵƉƉůŝĞƌŵƵ ƐƚƉƌŽǀŝĚĞhǁŝƚŚƵƉĚĂƚĞĚǀĞƌƐ ŝŽŶƐŽĨƚŚĞĂƚĂůŽŐĨŝůĞǁŝƚŚ͕ĂƚĂŵŝŶŝŵƵŵ͕ĨƵůů ĚĞƐĐƌŝƉƚŝŽŶƐĂŶĚŝŵĂŐĞƐƚŚĂƚ^ƵƉƉůŝĞƌĐƵƌƌĞŶƚůǇƵƚŝůŝǌĞƐĨŽƌŝƚ ĞŵƐŽĨĨĞƌĞĚŝŶŝƚƐƉƌŽƉƌŝĞƚĂƌǇǁĞďƐŝƚĞƐĂŶĚWƵŶĐŚͲŽƵƚ ĂƚĂůŽŐƐ͘dŚĞƉĂƌƚŝĞƐǁŝůůƵƉĚĂƚĞĞĂĐŚŽƚŚĞƌƌĞŐĂƌĚŝŶŐĞŽŵŵĞƌĐĞƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂƐŶĞĞĚĞĚĨƌŽŵƚŝŵĞƚŽƚŝŵĞ͘ ^ƵƉƉůŝĞƌŵƵƐƚŶŽƚŝĨǇh͛ƐŽŶƚƌĂĐƚĚŵŝŶŝƐƚƌĂƚŽƌĂƚůĞĂƐƚƚŚƌĞĞ ;ϯͿǁĞĞŬƐŝŶĂĚǀĂŶĐĞŽĨƚŚĞƉƌŽƉŽƐĞĚ'Ž>ŝǀĞĂƚĞ ŝĨŝƚǁŝůůďĞƌĞƋƵĞƐƚŝŶŐĂĚĚŝƚŝŽŶƐ͕ĚĞůĞƚŝŽŶƐ͕ŽƌŵŽĚŝĨŝĐĂƚŝŽŶƐƚŽƚŚĞĂƚĂůŽŐƐ͘ĨƚĞƌƐƵĐŚĂĚǀĂŶĐĞŶŽƚŝĨŝĐĂƚŝŽŶ͕^ƵƉƉůŝĞƌ ŵƵƐƚƉƌŽǀŝĚĞhǁŝƚŚĂƚĂůŽŐĨŝůĞƐĐŽŶƚĂŝŶŝŶŐƚŚĞƌĞƋƵĞƐƚĞĚĂĚĚŝƚŝŽŶƐ͕ĚĞůĞƚŝŽŶƐ͕ŽƌŵŽĚŝĨŝĐĂƚŝŽŶƐǁŝƚŚŶŽůĞƐƐƚŚĂŶ ƚŚĞůĞĂĚƚŝŵĞƐƉĞĐŝĨŝĞĚŝŶ^ĞĐƚŝŽŶϭϬŽĨƚŚŝƐĂƉƉĞŶĚŝǆ͘/ŶĂĚĚŝƚŝŽŶ͕ĨŽƌƉƌŝĐĞĨŝůĞƵƉĚĂƚĞƐǁŝƚŚĂŵƵƚƵĂůůǇĂŐƌĞĞĚƵƉŽŶ ĂĐƚŝǀĂƚŝŽŶŽĨ:ĂŶƵĂƌǇϭ͕^ƵƉƉůŝĞƌŵƵƐƚƐƵďŵŝƚƉƌŽƉŽƐĞĚĨŝůĞƐĂƚůĞĂƐƚĨŝǀĞ;ϱͿǁĞĞŬƐƉƌŝ ŽƌƚŽƚŚĞĨŝƌƐƚǁŽƌŬŝŶŐĚĂǇŝŶ :ĂŶƵĂƌǇ͘hƉŽŶh͛ƐĂƉƉƌŽǀĂůŽĨƚŚĞŶĞǁĂƚĂůŽŐĨŝůĞ͕hĂŶĚ^ƵƉ ƉůŝĞƌǁŝůůĐŽŶĨŝƌŵƚŚĞ'Ž>ŝǀĞĂƚĞ͖ƚŚĞƵƉĚĂƚĞĚ ǀĞƌƐŝŽŶŽĨƚŚĞĂƚĂůŽŐĨŝůĞǁŝůůďĞŵĂĚĞĞĨĨĞĐƚŝǀĞŽŶƚŚĂƚ'Ž>ŝǀĞĚĂƚĞ͘/ĨhƌĞũĞĐƚƐĂĂƚĂůŽŐŵŽƌĞƚŚĂŶŽŶĐĞďĞĐĂƵƐĞ ŝƚĚŽĞƐŶŽƚŵĞĞƚh͛ƐĂĐĐĞƉƚĂŶĐĞĐƌŝƚĞƌŝĂ͕ƚŚĞŽŶƚƌĂĐƚĚŵŝŶŝƐ ƚƌĂƚŽƌǁŝůůƐƵƐƉĞŶĚ^ƵƉƉůŝĞƌ͛ƐƉƌŝĐĞͬĐŽŶƚĞŶƚĐŚĂŶŐĞ ƵŶƚŝůƚŚĞĚĂƚĞŽĨ^ƵƉƉůŝĞƌ͛ƐŶĞǆƚĂĐĐĞƉƚĂďůĞĐŽŶƚƌĂĐƚĞĚĐŚĂŶŐĞ͘ /ĨƚŚĞƌĞŝƐĂĐŽŶĨůŝĐƚďĞƚǁĞĞŶĂƉƌŝĐĞŝŶĂ,ŽƐƚĞĚĂƚĂůŽŐĂŶĚ ĂWƵŶĐŚͲŽƵƚĂƚĂůŽŐ͕hǁŝůůďĞŝŶǀŽŝĐĞĚĂƚƚŚĞůŽǁĞƌ ƉƌŝĐĞ͘^ƵƉƉůŝĞƌŵƵƐƚŶŽƚŝĨǇhŝŶĂĚǀĂŶĐĞǁŚĞŶƐƵďƐƚŝƚƵƚŝŶŐŝƚĞ ŵƐ͕ĐŚĂŶŐŝŶŐ^<hŶƵŵďĞƌƐŽƌĐŚĂŶŐŝŶŐƚŚĞŶƵŵďĞƌ ŽĨŝƚĞŵƐŝŶĂƉĂĐŬĂŐĞŝŶĂŶǇĂƚĂůŽŐ͘

5HYLVHG
3DJHRI
ŽŶƚĞŶƚŝŶ^ƵƉƉůŝĞƌĐĂƚĂůŽŐŝƐůŝŵŝƚĞĚƚŽƚŚĞĐĂƚĞŐŽƌŝĞƐƐƉĞĐŝĨŝĞĚŝŶƚŚŝƐĂŐƌĞĞŵĞŶƚ͕ǁŝƚŚĂĚĚŝƚŝŽŶĂůĐĂƚĞŐŽƌŝĞƐĂůůŽǁĞĚ Ăƚh͛ƐĚŝƐĐƌĞƚŝŽŶ͘^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŚĂƚhŵĂǇďůŽĐŬĂƚĂůŽŐŝƚĞŵƐĂƚƚŚĞĐĂƚĞŐŽƌǇĂŶĚͬŽƌ^<hůĞǀĞů͘ dŚĞhŶŝǀĞƌƐŝƚǇǁŝůůƌĞƋƵŝƌĞ^ƵƉƉůŝĞƌƚŽĐůĞĂƌůǇŝĚĞŶƚŝĨǇƉƌŽĚƵĐƚƐĂƐ,ĂǌĂƌĚŽƵƐDĂƚĞƌŝĂůƐ͕ZĂĚŝŽĂĐƚŝǀĞ͕ĂŶĚŽŶƚƌŽůůĞĚ ^ƵďƐƚĂŶĐĞƐŝŶƚŚĞ^ƵƉƉůŝĞƌ͛ƐĐĂƚĂůŽŐ͕ǁŚĞƚŚĞƌ,ŽƐƚĞĚŽƌWƵŶĐŚͲŽƵƚ͘&ŽƌWƵŶĐŚͲŽƵƚƚŚĞŝĚĞŶƚŝĨŝĞƌǁŝůůďĞƌĞƚƵƌŶĞĚƚŽ ƚŚĞĐĂƌƚŽĨƚŚĞ>ŽĐĂƚŝŽŶ͛ƐĞWƌŽĐƵƌĞŵĞŶƚƐǇƐƚĞŵ͕ŝŶĂŵĂŶŶĞƌͬĨŝĞůĚĂĐĐĞƉƚĂďůĞƚŽƚŚĞ>ŽĐĂƚŝŽŶ͘ dŚĞhŶŝǀĞƌƐŝƚǇǁŝůůƌĞƋƵŝƌĞ^ƵƉƉůŝĞƌƚŽĐůĞĂƌůǇŝĚĞŶƚŝĨǇƉƌŽĚƵĐƚƐǁŝƚŚhͲƌĞĐŽŐŶŝǌĞĚƐƵƐƚĂŝŶĂďŝůŝƚǇͬŐƌĞĞŶĐĞƌƚŝĨŝĐĂƚŝŽŶƐ ŝŶďŽƚŚŚŽƐƚĞĚĂŶĚWƵŶĐŚͲŽƵƚĐĂƚĂůŽŐƐ͘h͛ƐŽŶƚƌĂĐƚĚŵŝŶŝƐƚƌĂƚŽƌǁŝůůǁŽƌŬǁŝƚŚ^ƵƉƉůŝĞƌƚŽĞŶƐƵƌĞƚŚĂƚĐŽŶƚƌĂĐƚ ŝƚĞŵƐƚŚĂƚŵĞĞƚƚŚĞhĐƌŝƚĞƌŝĂĨŽƌ'ƌĞĞŶͬ^ƵƐƚĂŝŶĂďůĞƉƌŽĚƵĐƚƐ ǁŝůůďĞƉƌŝŽƌŝƚŝǌĞĚŝŶĂůůƉƌŽĚƵĐƚƐĞĂƌĐŚĞƐ͘WƌŽĚƵĐƚƐ ƚŚĂƚĚŽŶŽƚŵĞĞƚh͛ƐŵŝŶŝŵƵŵĐƌŝƚĞƌŝĂƌĞƋƵŝƌĞŵĞŶƚƐŵĂǇďĞďůŽĐŬĞĚŝŶĂůůŚŽƐƚĞĚĐĂƚĂůŽŐƐĂŶĚWƵŶĐŚͲŽƵƚĐĂƚĂůŽŐƐ Ăƚh͛ƐĚŝƐĐƌĞƚŝŽŶ͘
^ƵƉƉůŝĞƌŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌƉƌŽǀŝĚŝŶŐhǁŝƚŚĂƚĂůŽŐƐƚŚĂƚĐŽŶƚĂŝŶĂĐĐƵƌĂƚĞƉƌŝĐŝŶŐĂŶĚĚĂƚĂŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞ ŐƌĞĞŵĞŶƚ͘/ĨhĚĞƚĞƌŵŝŶĞƐƚŚĞƌĞĂƌĞĞƌƌŽƌƐŝŶƚŚĞƉƌŝĐŝŶŐŽƌĚĂƚĂĂƚƚƌŝďƵƚĞƐŽĨĂĂƚĂůŽŐ͕hǁŝůůŶŽƚŝĨǇ^ƵƉƉůŝĞƌŽĨ ƚŚŽƐĞĞƌƌŽƌƐŝŶǁƌŝƚŝŶŐĂŶĚƌĞũĞĐƚƚŚĞĂƚĂůŽŐ͘^ƵƉƉůŝĞƌǁŝůůŚĂǀĞŶŽŵŽƌĞƚŚĂŶƚĞŶ;ϭϬͿďƵƐŝŶĞƐƐĚĂǇƐƚŽƌĞǀŝĞǁĂŶĚ ĐŽƌƌĞĐƚƚŚĞĞƌƌŽƌƐ͘
;ĐͿ >ŝĐĞŶƐĞ͘
^ƵƉƉůŝĞƌŚĞƌĞďǇŐƌĂŶƚƐƚŽh͕ĂƚŶŽĂĚĚŝƚŝŽŶĂůĐŽƐƚ͕ĂůŝŵŝƚĞĚ͕ ŶŽŶͲĞǆĐůƵƐŝǀĞ͕ƌŽǇĂůƚǇͲĨƌĞĞƌŝŐŚƚƚŽůŝŶŬƚŽĂŶĚĂĐĐĞƐƐ ƚŚĞ^ƵƉƉůŝĞƌ^ŝƚĞĨƌŽŵƚŚĞĞWƌŽĐƵƌĞŵĞŶƚƐŝƚĞƐ͕ƐƵďũĞĐƚƚŽƚŚĞƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐŚĞƌĞŝŶĂŶĚƐŽůĞůǇĨŽƌƚŚĞƉƵƌƉŽƐĞ ŽĨƉĞƌŵŝƚƚŝŶŐhƐĞƌƐƚŽĂĐĐĞƐƐƚŚĞ^ĞƌǀŝĐĞƐ͘ůů^ƵƉƉůŝĞƌDĂƌŬƐǁŝůůƌĞŵĂŝŶƚŚĞƐŽůĞƉƌŽƉĞƌƚǇŽĨ^ƵƉƉůŝĞƌ͘ ;ĚͿ ĐĐĞƐƐŝďŝůŝƚǇZĞƋƵŝƌĞŵĞŶƚƐ͘
^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŚĂƚ^ƵƉƉůŝĞƌǁŝůůŵĂŬĞĂǀĂŝůĂďůĞ'ŽŽĚƐͬ^ĞƌǀŝĐĞƐĂĐĐĞƐƐŝďůĞƚŽƉĞŽƉůĞǁŝƚŚĚŝƐĂďŝůŝƚŝĞƐĂŶĚĐŽŶĨŽƌŵ ƚŽƚŚĞƚĞĐŚŶŝĐĂůƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞƌĞůĞǀĂŶƚZĞǀŝƐĞĚ^ƚĂŶĚĂƌĚƐŽĨ^ĞĐƚŝŽŶϱϬϴŽĨƚŚĞĨĞĚĞƌĂůZĞŚĂďŝůŝƚĂƚŝŽŶĐƚ͘/Ŷ ĂĚĚŝƚŝŽŶ͕^ƵƉƉůŝĞƌǁĂƌƌĂŶƚƐƚŚĂƚ͗
ŝ͘ ŶǇĐĂƚĂůŽŐĐŽŶƚĞŶƚƉƌŽǀŝĚĞĚƚŽhǁŝůůĐŽŵƉůǇǁŝƚŚƚŚĞĂĐĐĞƐ ƐŝďŝůŝƚǇƌĞƋƵŝƌĞŵĞŶƚƐŽĨt'Ϯ͘Ϭ͘ ŝŝ͘ ^ƵƉƉůŝĞƌǁŝůůƉƌŽŵƉƚůǇƌĞƐƉŽŶĚƚŽĂŶĚƌĞƐŽůǀĞĂŶǇĐŽŵƉůĂŝŶƚ ƌĞŐĂƌĚŝŶŐĂĐĐĞƐƐŝďŝůŝƚǇŽĨĂŶǇĐĂƚĂůŽŐ ĐŽŶƚĞŶƚƉƌŽǀŝĚĞĚƚŽh͘
^
d/KEϱʹh^
Z^hWWKZd
;ĂͿ h ƵƚŝĞƐ͘
ĂĐŚ h >ŽĐĂƚŝŽŶ ǁŝůů ƉƌŽǀŝĚĞ ŝƚƐ hƐĞƌƐ ǁŝƚŚ ŝŶŝƚŝĂů ĐŽŶƚĂĐƚ ĂŶĚ ƐǇƐƚĞŵ ƐƵƉƉŽƌƚ ĂƐƐŝƐƚĂŶĐĞ ŽŶĂůů ĨƵŶĐƚŝŽŶĂůŝƚǇĂŶĚƵƐĞŝƐƐƵĞƐĨŽƌĞWƌŽĐƵƌĞŵĞŶƚ;ŝŶĐůƵĚŝŶŐůŝŶŬƐ ƚŽƚŚĞ^ƵƉƉůŝĞƌ^ŝƚĞͿ͘tŚĞŶŬŶŽǁŶ͕hǁŝůůƉƌŽŵƉƚůǇ ŶŽƚŝĨǇ^ƵƉƉůŝĞƌŽĨĂŶǇƐƵĐŚŝƐƐƵĞƐƌĞůĂƚŝŶŐƚŽƚŚĞĂƚĂůŽŐ͕ƚŚĞ^ƵƉƉůŝĞƌ^ŝƚĞ͕ĂŶĚͬŽƌŽƚŚĞƌ^ƵƉƉůŝĞƌŵĂƚĞƌŝĂůƐͬƐǇƐƚĞŵƐ͘ ;ďͿ^ƵƉƉůŝĞƌƵƚŝĞƐ͘^ƵƉƉůŝĞƌǁŝůůƉƌŽǀŝĚĞĂůůĐƵƐƚŽŵĞƌƐƵƉƉŽƌƚƌĞůĂƚŝŶŐƚŽƚŚĞĂƚĂůŽŐ͕^ƵƉƉůŝĞƌ'ŽŽĚƐĂŶĚͬŽƌ^ĞƌǀŝĐĞƐ͕ /ŶǀŽŝĐŝŶŐͬWĂǇŵĞŶƚͬƌĞĚŝƚƐ͕ ĂŶĚ ^ƵƉƉůŝĞƌ ^ŝƚĞƐ ŝŶ Ă ŵĂŶŶĞƌ ĐŽŶƐŝƐƚĞŶƚ ǁŝƚŚ ƚŚĞ ĐƵƐƚŽŵĞƌ ƐƵƉƉŽƌƚ ƚŚĂƚ ^ƵƉƉůŝĞƌ ƉƌŽǀŝĚĞƐƚŽŽƚŚĞƌĐƵƐƚŽŵĞƌƐ͕ĂŶĚĂƚůĞĂƐƚĂƐŐŽŽĚĂƐƚŚĞĐƵƐƚŽŵĞƌƐƵƉƉŽƌƚƚŚĂƚ^ƵƉƉůŝĞƌƉƌŽǀŝĚĞƐƚŽĐƵƐƚŽŵĞƌƐǁŚŽ ĂƌĞƉƵƌĐŚĂƐŝŶŐƚŚƌŽƵŐŚĂŶǇŽƚŚĞƌŵĞĂŶƐ͘
^
d/KEϲʹWZKWZ/
dZzZ/',d^
h͛ƐdĞƌŵƐĂŶĚŽŶĚŝƚŝŽŶƐŽĨWƵƌĐŚĂƐĞĐŽŶƚĂŝŶƐƉƌŽǀŝƐŝŽŶƐƌĞŐĂƌĚŝŶŐ ƚŚĞƉĂƌƚŝĞƐ͛ƌŝŐŚƚƐĂŶĚƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐǁŝƚŚ ƌĞƐƉĞĐƚƚŽŝŶƚĞůůĞĐƚƵĂůƉƌŽƉĞƌƚǇƌĞůĂƚŝŶŐƚŽƚŚĞ'ŽŽĚƐĂŶĚ^Ğƌǀ ŝĐĞƐ͘tŝƚŚŽƵƚĂůƚĞƌŝŶŐƚŚŽƐĞƉƌŽǀŝƐŝŽŶƐ͕ƚŚĞƉĂƌƚŝĞƐ ĂĚĚŝƚŝŽŶĂůůǇĂŐƌĞĞĂƐĨŽůůŽǁƐ͗hŵĂǇƌĞƋƵŝƌĞ^ƵƉƉůŝĞƌƚŽ͞ďƌĂŶĚ͟^ƵƉƉůŝĞƌ͛ƐWƵŶĐŚͲŽƵƚĂƚĂůŽŐǁŝƚŚŽŶĞŽƌŵŽƌĞh DĂƌŬƐ͘/ĨhƌĞƋƵŝƌĞƐ^ƵƉƉůŝĞƌƚŽƵƚŝůŝǌĞŽŶĞŽƌŵŽƌĞhDĂƌŬƐŽŶ^ƵƉƉůŝĞƌ͛ƐWƵŶĐŚͲŽƵƚĂƚĂůŽŐ͕hǁŝůůƉƌŽǀŝĚĞƚŚĞ ĂƉƉƌŽƉƌŝĂƚĞĂƌƚǁŽƌŬĂŶĚƐƵĐŚĂƌƚǁŽƌŬǁŝůůďĞĚĞĞŵĞĚƚŽŚĂǀĞďĞĞŶƉƌŽǀŝĚĞĚǁŝƚŚĂůŝŵŝƚĞĚ͕ŶŽŶͲĞǆĐůƵƐŝǀĞ͕ŶŽŶͲƐƵďͲ

5HYLVHG
3DJHRI
ůŝĐĞŶƐĂďůĞƌŝŐŚƚĨŽƌ^ƵƉƉůŝĞƌƚŽƵƐĞŝƚƐŽůĞůǇĨŽƌƚŚĞƉƵƌƉŽƐĞ ŽĨĂhͲďƌĂŶĚĞĚWƵŶĐŚͲŽƵƚĂƚĂůŽŐŚŽƐƚĞĚďǇ^ƵƉƉůŝĞƌ ĂŶĚƐƵďũĞĐƚƚŽƚŚĞĨŽůůŽǁŝŶŐƚĞƌŵƐ͗
;ŝͿ ^ƵƉƉůŝĞƌŵĂǇŶŽƚŵĂŬĞĂŶǇĂĚĚŝƚŝŽŶĂůƵƐĞŽĨƚŚĞhDĂƌŬƐǁŝƚ ŚŽƵƚh͛ƐƉƌŝŽƌǁƌŝƚƚĞŶĂƉƉƌŽǀĂů͘ ^ƵƉƉůŝĞƌ͛ƐƵƐĞŽĨƚŚĞhDĂƌŬƐŝŶƚŚĞWƵŶĐŚͲŽƵƚĂƚĂůŽŐŵƵƐƚĂĐŬŶŽǁůĞĚŐĞhΖƐŽǁŶĞƌƐŚŝƉŽĨƚŚĞhDĂƌŬƐ͘^ƵƉƉůŝĞƌ ǁŝůůŝŶĐůƵĚĞĂůůŶŽƚŝĐĞƐĂŶĚůĞŐĞŶĚƐǁŝƚŚƌĞƐƉĞĐƚƚŽhƚƌĂĚĞŵĂ ƌŬƐ͕ƚƌĂĚĞŶĂŵĞƐ͕ŽƌĐŽƉǇƌŝŐŚƚƐĂƐŵĂǇďĞƌĞƋƵŝƌĞĚ ďǇĂƉƉůŝĐĂďůĞƚƌĂĚĞŵĂƌŬĂŶĚĐŽƉǇƌŝŐŚƚůĂǁƐŽƌǁŚŝĐŚŵĂǇďĞƌĞĂƐ ŽŶĂďůǇƌĞƋƵĞƐƚĞĚďǇh͘^ƵƉƉůŝĞƌĂŐƌĞĞƐŶŽƚƚŽ ĐůĂŝŵĂŶǇƚŝƚůĞƚŽhDĂƌŬƐŽƌĂŶǇƌŝŐŚƚƚŽƵƐĞhDĂƌŬƐĞǆĐĞƉƚĂƐƉĞƌŵŝƚƚĞĚďǇƚŚŝƐƉƉĞŶĚŝǆ͘hƉŽŶƚĞƌŵŝŶĂƚŝŽŶŽĨ ƚŚŝƐ ƉƉĞŶĚŝǆ Žƌ ƚŚĞ ŐƌĞĞŵĞŶƚ͕ Ăůů ƌŝŐŚƚƐ ƚŽ h DĂƌŬƐ ĐŽŶǀĞǇĞĚ ďǇ h ƚŽ ^ƵƉƉůŝĞƌ ǁŝůů ĐĞĂƐĞ ĂŶĚ ^ƵƉƉůŝĞƌ ǁŝůů ĚĞƐƚƌŽǇ Žƌ ƌĞƚƵƌŶ ƚŽ h Ăůů ŵĞĚŝĂ ǁŝƚŚ h DĂƌŬƐ͘ h ƐƉĞĐŝĨŝĐĂůůǇ ƌĞƐĞƌǀĞƐ ĂŶǇ ĂŶĚ Ăůů ƌŝŐŚƚƐ ƚŽ h DĂƌŬƐ ŶŽƚ ƐƉĞĐŝĨŝĐĂůůǇŐƌĂŶƚĞĚƚŽ^ƵƉƉůŝĞƌ͘
^ƵƉƉůŝĞƌŐƌĂŶƚƐƚŽhƚŚĞƌŝŐŚƚƚŽƵƐĞ^ƵƉƉůŝĞƌΖƐƚƌĂĚĞŵĂƌŬƐ͕ůŽŐŽƐ͕ƚƌĂĚĞŶĂŵĞƐ͕ĂŶĚƐĞƌǀŝĐĞŵĂƌŬƐĨŽƌƚŚĞƉƵƌƉŽƐĞ ŽĨƉƌŽŵŽƚŝŶŐhĞWƌŽĐƵƌĞŵĞŶƚƐŝƚĞƐƚŽƚŚĞhĐŽŵŵƵŶŝƚǇ͘hĂĐŬŶ ŽǁůĞĚŐĞƐ^ƵƉƉůŝĞƌΖƐƌŝŐŚƚ͕ƚŝƚůĞ͕ĂŶĚŝŶƚĞƌĞƐƚŝŶ ĂŶĚƚŽ^ƵƉƉůŝĞƌ͛ƐDĂƌŬƐĂŶĚ^ƵƉƉůŝĞƌ͛ƐĞǆĐůƵƐŝǀĞƌŝŐŚƚƚŽƵƐĞĂŶĚůŝĐĞŶƐĞƚŚĞƵƐĞŽĨ^ƵƉƉůŝĞƌDĂƌŬƐĂŶĚĂŐƌĞĞƐŶŽƚƚŽ ĐůĂŝŵĂŶǇƚŝƚůĞƚŽ^ƵƉƉůŝĞƌDĂƌŬƐŽƌĂŶǇƌŝŐŚƚƚŽƵƐĞ^ƵƉƉůŝĞƌ DĂƌŬƐĞǆĐĞƉƚĂƐƉĞƌŵŝƚƚĞĚďǇƚŚŝƐƉƉĞŶĚŝǆ͘hǁŝůů ŝŶĐůƵĚĞĂůůŶŽƚŝĐĞƐĂŶĚůĞŐĞŶĚƐǁŝƚŚƌĞƐƉĞĐƚƚŽ^ƵƉƉůŝĞƌƚƌĂĚĞŵĂƌŬƐ͕ƚƌĂĚĞŶĂŵĞƐ͕ŽƌĐŽƉǇƌŝŐŚƚƐĂƐŵĂǇďĞƌĞƋƵŝƌĞĚ ďǇĂƉƉůŝĐĂďůĞƚƌĂĚĞŵĂƌŬĂŶĚĐŽƉǇƌŝŐŚƚůĂǁƐŽƌǁŚŝĐŚŵĂǇďĞƌĞĂƐ ŽŶĂďůǇƌĞƋƵĞƐƚĞĚďǇ^ƵƉƉůŝĞƌ͘hƉŽŶƚĞƌŵŝŶĂƚŝŽŶ ŽĨƚŚŝƐƉƉĞŶĚŝǆ͕ĂůůƌŝŐŚƚƐƚŽ^ƵƉƉůŝĞƌDĂƌŬƐĐŽŶǀĞǇĞĚďǇ^ƵƉƉůŝĞƌƚŽhǁŝůůĐĞĂƐĞĂŶĚhǁŝůůĚĞƐƚƌŽǇŽƌƌĞƚƵƌŶƚŽ ^ƵƉƉůŝĞƌ Ăůů ŵĞĚŝĂ ǁŝƚŚ ^ƵƉƉůŝĞƌ DĂƌŬƐ͘ ^ƵƉƉůŝĞƌ ƐƉĞĐŝĨŝĐĂůůǇ ƌĞƐĞƌǀĞƐ ĂŶǇ ĂŶĚ Ăůů ƌŝŐŚƚ ƚŽ ^ƵƉƉůŝĞƌ DĂƌŬƐ ŶŽƚ ƐƉĞĐŝĨŝĐĂůůǇŐƌĂŶƚĞĚƚŽh͘
;ŝŝͿ dŚĞůŝĐĞŶƐĞƐŐƌĂŶƚĞĚŝŶƚŚĞƉƌĞǀŝŽƵƐƉĂƌĂŐƌĂƉŚƐƌĞŐĂƌĚŝŶŐhDĂƌŬƐĂŶĚ^ƵƉƉůŝĞƌDĂƌŬƐĂƌĞƐƵďũĞĐƚƚŽ ƚŚĞŽŶŐŽŝŶŐĂƉƉƌŽǀĂůŽĨƚŚĞƉĂƌƚǇŽǁŶŝŶŐƚŚĞƌĞƐƉĞĐƚŝǀĞƚƌĂĚĞŵĂƌŬƐ͕ůŽŐŽƐ͕ƚƌĂĚĞŶĂŵĞƐ͕ŽƌĐŽƉǇƌŝŐŚƚƐ͘ ^ƵĐŚŽŶŐŽŝŶŐĂƉƉƌŽǀĂůŝŶĐůƵĚĞƐƚŚĞĂďŝůŝƚǇƚŽƚĞƌŵŝŶĂƚĞʹĂƚĂŶ ǇƚŝŵĞ͕ĨŽƌĂŶǇƌĞĂƐŽŶ͕ĂŶĚŝŶƚŚĞƐ ŽůĞ ĚŝƐĐƌĞƚŝŽŶ ŽĨ ƚŚĞ ŽǁŶĞƌ ŽĨ ƚŚĞ ƌĞƐƉĞĐƚŝǀĞ ƚƌĂĚĞŵĂƌŬƐ͕ ůŽŐŽƐ͕ ƚƌĂĚĞ ŶĂŵĞƐ͕ Žƌ ĐŽƉǇƌŝŐŚƚƐ ʹ ƚŚĞ ƚƌĂĚĞŵĂƌŬ ůŝĐĞŶƐĞƐ ƉƌŽǀŝĚĞĚ ŝŶ ƚŚĞ ƉƌĞĐĞĚŝŶŐ ƉĂƌĂŐƌĂƉŚƐ ĨŽƌ ĂŶǇ ƉĂƌƚŝĐƵůĂƌ ƚƌĂĚĞŵĂƌŬ͕ ůŽŐŽ͕ ƚƌĂĚĞ ŶĂŵĞ͕ŽƌĐŽƉǇƌŝŐŚƚĞĚǁŽƌŬǁŝƚŚŽƵƚŶĞĐĞƐƐĂƌŝůǇƚĞƌŵŝŶĂƚŝŶŐƚŚŝƐ ƉƉĞŶĚŝǆ͘ ĂĐŚƉĂƌƚǇĂŐƌĞĞƐŶŽƚƚŽ
ƚĂŬĞĂŶǇĂĐƚŝŽŶƚŚĂƚǁŝůůĂĚǀĞƌƐĞůǇƌĞĨůĞĐƚƵƉŽŶŽƌĚĂŵĂŐĞƚŚĞŐŽŽĚǁŝůů͕ƌĞƉƵƚĂƚŝŽŶ͕ŽƌƚŚĞďƌĂŶĚǀĂůƵĞ ŽĨƚŚĞŽƚŚĞƌƉĂƌƚǇ͘
ĂĐŚƉĂƌƚǇĨƵƌƚŚĞƌĂŐƌĞĞƐŶŽƚƚŽƚĂŬĞĂŶǇĂ ĐƚŝŽŶƚŚĂƚŝƐŝŶĐŽŶƐŝƐƚĞŶƚǁŝƚŚƚŚĞŽƚŚĞƌ ƉĂƌƚǇ͛Ɛ ŽǁŶĞƌƐŚŝƉ ŽĨ ƚŚĞ ƌĞƐƉĞĐƚŝǀĞ ƚƌĂĚĞŵĂƌŬƐ͕ ƚƌĂĚĞ ŶĂŵĞƐ͕ Žƌ ĐŽƉǇƌŝŐŚƚƐ͘ ƚ Ăůů ƚŝŵĞƐ ;ŝŶĐůƵĚŝŶŐ ĨŽůůŽǁŝŶŐƚĞƌŵŝŶĂƚŝŽŶŽĨƚŚĞŐƌĞĞŵĞŶƚͿ͕^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŽĐŽŵƉůǇǁŝƚŚ^ĞĐƚŝŽŶϵϮϬϬϬŽĨĂůŝĨŽƌŶŝĂ͛Ɛ

ĚƵĐĂƚŝŽŶŽĚĞ͘
;ĂͿ 'ƌĂŶƚŽĨ>ŝĐĞŶƐĞ͘^ƵƉƉůŝĞƌŚĞƌĞďǇŐƌĂŶƚƐhĂŶŽŶͲĞǆĐůƵƐŝǀĞ͕ƌŽ ǇĂůƚǇͲĨƌĞĞ͗;ŝͿůŝĐĞŶƐĞƚŽƵƐĞ͕ĐŽƉǇ͕ƚƌĂŶƐŵŝƚ͕ĂŶĚ ĚŝƐƉůĂǇ ƚŚĞ ĂƚĂůŽŐ͕ ĂŶǇ ŝŶĨŽƌŵĂƚŝŽŶ ĐŽŶƚĂŝŶĞĚ ƚŚĞƌĞŝŶ ĂŶĚ ƚŚĞ^ƵƉƉůŝĞƌ DĂƌŬƐ ĨŽƌ ƚŚĞ ƉƵƌƉŽƐĞƐ ŽĨ ƉĞƌŵŝƚƚŝŶŐ ƵƐƚŽŵĞƌƐƚŽĂĐĐĞƐƐŝŶĨŽƌŵĂƚŝŽŶĂďŽƵƚĂŶĚŽƌĚĞƌ^ƵƉƉůŝĞƌ'ŽŽĚƐĂŶĚͬŽƌ^ĞƌǀŝĐĞƐĨƌŽŵĂĂƚĂůŽŐĂŶĚ;ŝŝͿŝĨ^ƵƉƉůŝĞƌ ŝƐƵƐŝŶŐĂWƵŶĐŚͲŽƵƚĂƚĂůŽŐ͕ƌŝŐŚƚƚŽůŝŶŬƚŽĂŶĚĂĐĐĞƐƐƚŚĞWƵŶĐŚͲŽƵƚĂƚĂůŽŐŽŶƚŚĞ^ƵƉƉůŝĞƌ^ŝƚĞ͕ĨŽƌƚŚĞƉƵƌƉŽƐĞƐ ŽĨƉĞƌŵŝƚƚŝŶŐƵƐƚŽŵĞƌƐƚŽĂĐĐĞƐƐƚŚĞ^ƵƉƉůŝĞƌtĞďƐŝƚĞĂŶĚƉĞƌŵ ŝƚƚŝŶŐƵƐƚŽŵĞƌƐƚŽŽƌĚĞƌ^ƵƉƉůŝĞƌ'ŽŽĚƐĂŶĚͬ Žƌ ^ĞƌǀŝĐĞƐ͘
;ďͿ DŽĚŝĨŝĐĂƚŝŽŶƐ͘hǁŝůůŶŽƚŵŽĚŝĨǇŽƌƌĞŵŽǀĞĂŶǇŽĨƚŚĞƉƌŽƉƌŝĞƚ ĂƌǇƌŝŐŚƚƐŵĂƌŬŝŶŐƐŝŶƚŚĞĂƚĂůŽŐ͘hǁŝůůŶŽ ƚ ŵŽĚŝĨǇƚŚĞĐŽŶƚĞŶƚŽĨƚŚĞĂƚĂůŽŐ͕ĞǆĐĞƉƚĂƐŝŶĚŝĐĂƚĞĚďǇ^ƵƉƉů ŝĞƌ͕ďƵƚŵĂǇƌĞƋƵŝƌĞ^ƵƉƉůŝĞƌƚŽŵĂŬĞĂŶĚƐƵďŵŝƚ ŵŽĚŝĨŝĐĂƚŝŽŶƐŝĨƌĞƋƵŝƌĞĚĂƐƉĂƌƚŽĨƚŚŝƐĂŐƌĞĞŵĞŶƚ͘,ŽǁĞǀĞƌ͕ĨŽƌŚŽƐƚĞĚĐĂƚĂ ůŽŐƐ͕hƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽĂƚƚĂĐŚ ĨůĂŐƐƚŽĐĂƚĂůŽŐŝƚĞŵƐĂƐĂŶĂŝĚƚŽƐŚŽƉƉĞƌƐŝŶƐĞůĞĐƚŝŶŐƉƌĞĨĞƌƌĞĚŝƚĞŵƐ͕ƐƵĐŚĂƐŐƌĞĞŶŽƌƌĞĐǇĐůĞĚ͘hǁŝůůŶŽƚŵĂŬĞ ĂŶǇ ƌĞƉƌĞƐĞŶƚĂƚŝŽŶƐ Žƌ ǁĂƌƌĂŶƚŝĞƐ͕ Žƌ ƉƌŽǀŝĚĞ ĂŶǇ ŝŶĨŽƌŵĂƚŝŽŶ͕ƚŽ ĂŶǇ ƚŚŝƌĚ ƉĂƌƚǇ ƌĞŐĂƌĚŝŶŐ ĂŶǇ ^ƵƉƉůŝĞƌ 'ŽŽĚƐ ĂŶĚͬŽƌ ^ĞƌǀŝĐĞƐ ;ŝŶĐůƵĚŝŶŐ͕ ďƵƚ ŶŽƚ ůŝŵŝƚĞĚ ƚŽ͕ ĂŶǇ ƌĞƉƌĞƐĞŶƚĂƚŝŽŶƐ Žƌ ǁĂƌƌĂŶƚŝĞƐ ŽĨ ĂŶǇ ŝŶĨŽƌŵĂƚŝŽŶ ƌĞŐĂƌĚŝŶŐ ĂǀĂŝůĂďŝůŝƚǇ͕ĚĞůŝǀĞƌǇ͕ƉƌŝĐŝŶŐ͕ĐŚĂƌĂĐƚĞƌŝƐƚŝĐƐ͕ƋƵĂůŝĨŝĐĂƚŝŽŶƐŽƌƐƉĞĐŝĨŝĐĂƚŝŽŶƐƚŚĞƌĞŽĨͿ͘/ĨhďĞůŝĞǀĞƐŝŶŐŽŽĚĨĂŝƚŚƚŚĂƚ ĂŶǇ^ƵƉƉůŝĞƌŝŶĨŽƌŵĂƚŝŽŶĚŽĞƐŶŽƚĐŽŶĨŽƌŵƚŽƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽ ĨƚŚĞĂƐƐŽĐŝĂƚĞĚhŐƌĞĞŵĞŶƚŽƌƚŚŝƐ ƉƉĞŶĚŝǆ͕ hǁŝůůďĞĞŶƚŝƚůĞĚƚŽǁŝƚŚĚƌĂǁƚŚĞĂƚĂůŽŐĨƌŽŵhĞWƌŽĐƵƌĞŵĞŶƚƐŝƚĞƐ͘/ŶƐƵĐŚĂĐĂƐĞ͕hǁŝůůƉƌŽŵƉƚůǇŶŽƚŝĨǇƚŚĞ ^ƵƉƉůŝĞƌŽĨƚŚĞĂĐƚŝŽŶƐŝƚŚĂƐƚĂŬĞŶĂŶĚǁŝůůǁŽƌŬǁŝƚŚƚŚĞ^ƵƉƉůŝĞƌƉƌŽ ŵƉƚůǇƚŽƌĞƐŽůǀĞh͛ƐĐŽŶĐĞƌŶƐ͘tŚĞŶh ͛Ɛ

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ĐŽŶĐĞƌŶƐĂƌĞƐĂƚŝƐĨĂĐƚŽƌŝůǇƌĞƐŽůǀĞĚhǁŝůůƉƌŽŵƉƚůǇƌĞƐƚŽƌĞƚ ŚĞĂƚĂůŽŐ͕ŝĨĂƉƉƌŽƉƌŝĂƚĞ͘hǁŝůůŚĂǀĞŶŽůŝĂďŝůŝƚǇƚŽ ƚŚĞ^ƵƉƉůŝĞƌŽƌĂŶǇŽŶĞĞůƐĞĨŽƌĞǆĞƌĐŝƐŝŶŐƚŚĞƐĞƌŝŐŚƚƐ͘ ;ĐͿĐŬŶŽǁůĞĚŐŵĞŶƚ͘
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Attachment A Statement of Work (SOW)
103333v1

1. General

1.1 Description of the Scope of Services: The purpose of this St atement of Work is for Supplier to sell and/or lease to University multifunction devices (MFDs) with copy, print, scan, and optional fax functionality, and/or Laser Printers, along with related products and support, in a cost effective and efficient manner, accompanied by high standards of quality and service, aligned with University’s needs as further detailed herein.

1.2 Participating Locations: Supp lier shall make all terms of the Agreement available to all current and future locations of the University of California.

2. Program Requirements

2.1 Program Manager: Supplier sha ll assign a Program Manager who will have the overall account management responsibility, as well as a dedicated Account Manager per UC Location.

2.2 Supplier’s Program Manager is listed below, is subject to UC approval, and has overall responsibility for managing the UC/Supplier relationship:

Name Mike Stowell
Phone 913.485.6852
Email [email protected]
Address 10920 S. Carbondale St.

Olathe, KS 66061

2.3 Program Administration: Supplier must provide the necessary staff, infrastructure, and other resources at a level sufficient to ensure efficient, effective, and continually improving fulfillment of its obligations under this Agreement, and as further detailed in the RFP and Supplier’s Response, including, but not limited to:

2.3.1 All support to be available no less than Monday – Friday, 8:00am-5:00pm (Pacific).

2.3.2 Provide a toll-free 800 numb er for Customer Service calls.

2.3.3 Coordinate contract/program implementation, including desi gnating associated Project Manager.

2.3.4 Account management for on-go ing contract monitoring, maintenance and communication.

2.3.5 Account Representative(s) de dicated to UC Locations as specified in Exhibit 3 Supplier UC Account Support Team.

2.3.6 To insure customer service satisfaction, Supplier is required to call customer 3 days after equipment installation and training. Customer shall be defined as a designated

Attachment A Statement of Work (SOW)
103333v1
user for that location. For UC Locations with MFD/Printer Fleet Management Programs, Customer shall be defined as the designated contacts for those Programs.

2.3.7 Supplier’s account represen tative must make frequent on-site visits sufficient to effectively address and resolve issues related to the fulfillment of Suppliers obligations under the Agreement including, but not limited to: customer orders, problems, and invoice disputes; increase sales activity; advise regarding cost reduction and process improvement opportunities; assist in resolving problems; demonstrate products; provide training; and other customer services as required for the efficient operation of the program.

2.3.8 Coordinate all the order/installation process, inquiries r egarding order status, and pricing concerns.

2.3.9 Regular business review mee tings (frequency to be determined by each location, though no less than quarterly) between Supplier’s account manager and other representatives as needed (specialists, local representatives, management) and UC Purchasing and/or MFD/Printer Fleet Management Program at each location to review and discuss agreement purchase activity, Supplier key performance indicators (KPIs) and metrics, outstanding issues, new products and services roadmaps, and other related issues.

2.3.10 Maintain a customer service satisfaction level of 98% or better as evidenced by the results of regular customer survey’s conducted by supplier.

2.3.11 A designated contact for billing/invoicing questions and issues.

2.3.12 Guarantee transaction accuracy of 99% or higher.

2.3.13 Ensure that all Supplier support staff are oriented and trained on Supplier’s transaction systems and other infrastructure and processes at a level sufficient to meet University’s needs and comply with Supplier’s obligations under the Agreement.

2.4 Consistency: Supplier must provide and assure consistency ac ross all UC Locations in the following areas:

2.4.1 Pricing on all Products

2.4.2 Discounts on all Products

2.4.3 Support offerings

2.4.4 New Support offerings

2.4.5 Customer Service

2.4.6 Quality Control

2.4.7 Ordering and Paymen t Processes and Systems

2.5 Partnering: Suppliers must esta blish and maintain a partner relationship with UC Location Purchasing and/or MFD/Printer Fleet Management Program with respect to MFDs and Laser Printers at each location to achieve objectives such as:

2.5.1 Improving Supplier performance

2.5.2 Improving product and service quality

2.5.3 Improving equipment utiliza tion levels to reduce costs

Attachment A Statement of Work (SOW)
103333v1

2.5.4 Increasing sales through pr oduct show sponsorship and other marketing assistance

2.5.5 Reduction of paperwork and increased efficiency through co nsolidated invoicing and other methods

2.5.6 Competitive pricing strategies

2.6 In the event of a problem, Sup plier makes the following escalation process available to UC:

2.6.1 Ricoh's UC Services Executi ves assist in the transition, implementation and ongoing provision of local operations within each University of California location. The primary responsibility of the Services Executive is to serve as the principle resource and liaison between our team and UC System. Should the Services Executive be unable to resolve an issue within their respective UC locations, they will escalate the issue to their local Sales Manager. Should the local Sales Manager still face challenges resolving any issues, they will escalate to the Vice President of Sales within their respective marketplaces.

In addition, Ricoh's National Higher Education team in conjunction with UC Contract Manager are available to assist when needed. They will be engaged by the local teams as needed and can bring in additional national resources if need be.

2.7 Supplier must establish, test, and maintain a Disaster Recovery/Business Continuity Plan, and deploy other systems and processes as necessary, in order to ensure efficient and timely fulfillment of its obligations under this Agreement in the event of a disaster or other service interrupting event.

2.8 Service Standards: During the term of this Agreement and any extension(s) of the Term, Supplier will provide the following minimum service standards:

2.8.1 Uptime per device – 96%

2.8.2 Response time per device (M FDs) – 4 hours within one business hour acknowledging call back from technician or dispatch – starting from time of call placement, measured as a quarterly average.

2.8.3 Response time per device (M FDs) – Areas beyond 20 miles from a major UC Location – Maximum 8 hours or upon mutually agreed time frame with field office or location administrator

2.8.4 Response time per device (L aser Printers) – within 2 business days

2.8.5 Repair time – Average of 2 hours

2.8.6 Delivery-equipment – 10 busi ness days from Supplier receipt of order

2.8.7 Delivery-replacement parts (MFDs) – within 8 business hours from Supplier receipt of order

2.8.8 Delivery-replacement parts (Laser Printers) – within 2 business days from Supplier receipt of order

2.8.9 Delivery – Supplies – within 2 business days from Supplier receipt of order

Attachment A Statement of Work (SOW)
103333v1

2.8.10 Installation (MFDs) – upon delivery

2.8.11 Installation (Laser Printers) – if requested, within 2 business days of delivery

2.8.12 Setup – Within 4 business hours of delivery

2.8.13 Return customer calls – within 1 hour

2.8.14 Resolve billing issues – within 10 days

2.9 During the term of this Agreem ent and any extension(s) of such term, Supplier shall provide after-hours services based on the following service standards:

2.9.1 Response time – Average 4 hours

2.9.2 Repair time – Average 2 hours

2.10 Maintenance services requested and performed outside Suppli er’s normal business hours will be charged to UC at the rates provided in the Exhibit 1 for UC and Exhibit 2 for Non-UC entities. Supplier shall not charge UC more than thirty (30) minutes travel time for the services performed after normal business hours.

2.11 Service Warranty: Supplier warrants that services will be p erformed in a good workmanlike manner in accordance with the applicable service description. Supplier will service during the warranty as well as during the Service Contract through its own Service Organization. It is understood and agreed by UC that Supplier retains exclusive ownership and control of any proprietary software diagnostics utilized in servicing the Products.

2.12 Non-Performance Penalty: Sup plier agrees to credit UC for not complying with the service standards specified in Section 2.8, as follows:

2.12.1 Maintenance credit - Up to one hundred (100) percent credit to individual UC Locations of monthly maintenance charge for individual MFD availability of less than ninety-six (96) percent calculated for each MFD as specified below:

Uptime % Credit (off maintenance monthly charge)
Uptime % Credit (off maintenance
monthly charge)
100% - 96.0% 0

95.9% - 95.0% 1%

94.9% - 94.0% 2%

93.9% - 93.0% 4%

92.9% - 92.0% 6%

91.9% - 91.0% 8%

90.9% - 90.0% 10%

89.9% - 89.0% 12%

Attachment A Statement of Work (SOW)
103333v1

88.9% - 88.0% 14%

87.9% - 87.0% 16%

86.9% - 86.0% 18%

85.9% - 85.0% 20%

84.9% - 84.0% 22%

83.9% - 82.0% 24%

82.9% - 82.0% 26%

81.9% - 81.0% 28%

81.9% - 80.0% 30%
Less than 80.0% 100%
For purposes of computing the effective performance lever, accumulated hours of failure downtime for any month will be adjusted to the nearest whole of half-hour.

Credits to be calculated based on prorated share of maintenance charge to be calculated and prorated on a per equipment/unit basis.

Uptime is defined as the number of hours that each MFD is available and in good working order during Principle Period of Maintenance coverage as follows:

Uptime Percentage = PPM - FT x 100
PPM
PPM - Principle Period of Maintenance (8:00am - 5:00pm, Monday through Friday, except holidays)
FT - Failure Time
For purpose of calculation, Failure Time is defined as any time during the Principle Period of Maintenance when a MFD is incapable of using any its features and functions, due to a failure of the machine mechanically or electronically. This Failure Time will be tracked and reported by Supplier.

2.12.2 Delivery credit - Up to fifteen (15) percent of the UC net purchase price and/or monthly lease charge to be calculated on a per equipment unit basis for each device as specified below. The credit for late delivery will not apply in the event Supplier provides, within required delivery time, a loner acceptable by UC ordering department.

Delivery Schedule
(Business Days)
Credit
(Off UC purchase/lease price)
10 days 0%
11 days 1.0%
12 days 2.0%

Attachment A Statement of Work (SOW)
103333v1
13 days 3.0%
14 days 4.0%
15 days 5.0%
16 days 6.0%
17 days 7.0%
18 days 8.0%
19 days
20 days
More than 20 da
ys

9.0%

10.0%

15.0%

2.12.3 The minimum quality of service standards set forth above recognize that occasional errors are likely, however, the Supplier further agrees to use best efforts to achieve 100% of service level. Should the service levels fall below the minimum standards and the Supplier does not take corrective action within thirty (30) days following University written notification, the University reserves the right to terminate the Agreement immediately.

2.13 Delivery and Installation:

2.13.1 Supplier shall provider delivery and installation of devices, including fulfillment process from UC Purchase Order submission to delivery, all at no separate or additional charge to University.

2.13.2 Suppliers’ dedicated account representative must coordinate all the delivery, installation and training processes with designated representative(s) at each UC Location.

2.13.3 Supplier will provide a written acknowledgment of equipment delivery and installation.

2.14 Training: Supplier must provide training to UC authorized p ersonnel sufficient to enable the proficient and productive use of Supplier’s devices, systems and processes including, but not limited to:
• Initial Training (following installation)
• Follow-up training
• On-going training (existing and new users)

2.14.1 Training to be provided by Supplier at UC Locations at mutually agreed upon dates and times, at no charge to UC.

2.15 Sustainability: Suppliers shall comply with the University of California Sustainable Practices Policy which is the University’s standard for all sustainable practices including, but not limited to:

Attachment A Statement of Work (SOW)
103333v1

2.15.1 For each device covered under the Agreement, Supplier must provide that device’s EPEAT rating (Gold, Silver, Bronze) along with the EPEAT recorded options score.

Each device must have achieved a minimum EPEAT rating of Bronze.

2.15.2 Provide a take back process for toner cartridges and other consumables at no additional cost to University.

2.15.3 Post Consumer Waste (PCW) Paper:
x All devices shall be able to use recycled content paper up to and including 100% Post Consumer Waste (PCW) paper with high reliability, as long as the paper in use meets standard paper categories (e.g. copy, laser, or multi-purpose paper). x Full duplexing using up to and including 100% PCW paper shall be guaranteed by the manufacturer to reliably accomplish 100% duplexing. Recycled paper PCW content cannot be faulted by the Supplier’s service personnel for equipment malfunctions.
x Should a condition arise in which paper is suspect in underperformance in a significant number of devices using the same paper or same paper batch numbers, further testing may be coordinated by a UC designated official with Supplier to test and determine the appropriate resolution.

2.15.4 Environmentally Responsible Packaging: Supplier agrees to use good faith efforts to utilize minimal packaging, environmentally responsible packaging, recycling practices, and packaging take back for reuse, to minimize the adverse effects of packaging on the environment.

2.15.5 Provide a process by which devices can be taken back by the Supplier at the end of their useful life for remanufacturing, refurbishing, or recycling of parts. For MFDs, Supplier must take back devices at the end of their useful life at no cost, at University discretion.

2.15.6 Sustainable Transportation: Supplier agrees to work towards creating a delivery and transportation model which minimizes Green House Gas (GHG) emissions and has the least impact on the environment. The purchase of the cleanest and most efficient vehicles and tires will be a Supplier goal. The use of alternative fuels will be utilized where and when appropriate.

2.15.7 Sustainable Operations: Supplier agrees to implement a continuous improvement program related to sustainable operations of its facilities.

2.15.8 Reporting: Supplier will report to UC during the quarterly business reviews regarding the improvements that have been made in the previous quarter and planned improvements for the upcoming quarters. Supplier will provide UC quarterly summary reports as specified in the RFP detailing purchases, incentives and the purchase of sustainable products by UC systemwide and by location.

Attachment A Statement of Work (SOW)
103333v1

2.15.9 Supplier is required to register and participate in an assessment of their sustainability practices and procedures through the Ecovadis Corporate Social Responsibility (CSR) monitoring platform. For more information on the EcoVadis platform and costs associated with an assessment, please see the EcoVadis Supplier Solutions Website here: https://www.ecovadis.com/us/supplier-solutions-2/.

2.16 Accessibility:

2.16.1 Products will be accessible to people with disabilities and comply with California Building Code 2016 for "forward reach” (11B-308.2) and for “side reach” (11B- 308.3).

2.16.2 OCR will be available on all scanners at no additional cost to UC.

2.16.3 On devices with scanning functionality, the installer or repair person will ensure that a one-page instructional flyer is posted at the device that (a) explains why OCR is critical to make PDFs accessible to people with disabilities, (b) instructs the user how to easily turn the OCR capability on/off, (c) provides information about the impact of the OCR process on file size or other document properties, emailing, uploading, and other functionality, and (d) advises that all floor-standing devices should have sufficient clearance for wheelchair access.

2.16.4 Accessibility features for each product will be identified in the supplier’s online form/ecatalog.

2.17 Technical Support: Supplier must provide the following tech nical support to UC Locations:

2.17.1 Initial installation and configuration of MFD hardware and software for network connectivity and full functionality of the MFD to UC Locations and their IT resources, as needed and/or requested.

2.17.2 Onsite equipment electrical and mechanical troubleshooting and repairs.

2.17.3 Dedicated technical support staff with a working knowledge of all aspects of network functionality across all platforms including, but not limited to:
x Hardware installation (network cards, cabling, etc.)
x LDAP
x Network administration (equipment, software installation/configuration, printer driver installation/configuration/characteristics and security settings as needed and requested.)

Attachment A Statement of Work (SOW)
103333v1
x Advice and assistance with user-settable options in display menus and submenus
x Support for MFDs or Laser Printer issues with respect to 3rd party vendor software and hardware.
x Full maintenance services for Laser Printers, including repair parts, software and firmware updates and labor.

2.17.4 Supplier’s employees that will be physically present at UC Locations (i.e. delivering copiers, providing service) must conform to the following:
x Wear proper uniform
x Carry badges with picture ID
x Bonded, or appropriately equivalent Crime Insurance coverage x Successfully passed the following pre-employment background security checks:
x Social security trace
x National criminal search (including national sex offender registry) x County criminal search
x Prior employer screening
x Highest level of education (exempt only)
x Motor vehicle record (driving roles only)

2.17.5 Supplier must provide the following quantity of service technicians:
x Supplier will provide no less than 400 factory certified technicians to support all UC Locations.
x Supplier will maintain a device per service technician ratio no less favorable to University than 289:1.
x Supplier technicians are fully trained and factory-certified to repair Supplier’s equipment.
x Supplier will maintain an average field technician tenure of 4 years.

3. Pricing:

3.1 Pricing on Exhibits 1 and 2 i s expressed as a discount from Manufacturer Suggested Retail Price )MSRP. MSRP must be available on a manufacturer’s published price list and be publicly available throughout the agreement term.

3.2 The prices of Supplier’s products included in this Agreement shall not increase for the duration of this Agreement for existing Models.

3.3 Supplier will utilize the following Value Added Resellers to perform maintenance, service and support for all UC locations at the pricing stated in the Pricing Exhibits 1 and 2. x Ray Morgan Company
2194 Northpoint Pkwy
Santa Rosa CA 95407

Attachment A Statement of Work (SOW)
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707-293-2430
x Burtronics Business Systems
1980 Orange Tree Ln
Redlands CA 92374
909-885-7576
x Integrus (aka Advanced Office)
14370 Myford Rd #100
Irvine CA 92606
714-547-9500

3.4 During the term of the Agreement, Supplier may add or delete contract devices introduced or removed from the market by the Supplier, provided the added device falls within the scope of the respective category. Supplier must update its dedicated contract websites and published catalogs and lists to reflect this change. New devices must be adequately described and the associated price list must be updated to reflect the new devices prices. Pricing must utilize the same pricing structure as was used for other devices falling into the same product category. The pricing structure will be dictated by the purchase price determined from the discount from Manufacturer Suggested Retail Price (MSRP) and other specified discounts listed in this RFP. Lease pricing will be dictated by the quoted leasing rates applied to the purchase price. Such additions and deletions must be approved by the UC contract administrator or their designee.

3.5 Supplier agrees to extend the pricing terms for maintenance services and supplies included in this Agreement to Supplier’s current population of Products placed at UC prior to the execution of this Agreement for models that are identical to the models in the bid. In the event that the current pricing for maintenance services and supplies is less compared to the pricing listed in Exhibits 1 and 2, the current pricing shall not change.

3.6 MFD/Printer Fleet Management Programs: Some UC Locations (as identified in the RFP Campus Profiles) utilize established MFD/Printer Fleet Management Programs, or similar groups managing a large population of MFDs and/or Laser Printers for the UC Location. The value added services provided by these programs may vary, but generally include:
x Institutional knowledge and understanding of UC Location hierarchy, policies & procedures, and local campus geography;
x Onsite central point of contact at UC Location for first-tier service response and coordination, and centralized supplies and parts;

Attachment A Statement of Work (SOW)
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x Consultation and equipment needs assessment for multiple departments within the UC Location;
x Consolidation of multiple equipment orders onto single purchase orders (lease or purchase);
x Coordination for volume deliveries of equipment;
x Consolidated billing and meter reading reconciliation through a single contact at the UC Location;
x Coordination of internal campus services for: delivery access, electrical upgrades, network access, copy/print control systems, help desk troubleshooting, and service call avoidance;
x Summary invoicing, and single-contact invoice reconciliation; x Managed mediation of customer equipment expectations and performance issues in lieu of the Supplier
In recognition of these value-added services currently in place at the UC Locations identified, and their resulting reduction in Suppliers’ efforts, resources, and expenses, Suppliers will provide MFD/Printer Fleet Management Programs an additional ten percent (10%) discount off all pricing on Exhibits 1 and 2.

If, after the implementation of this contract, a UC Location not operating such a program as of the effective date of this Agreement determines that is in their best interest to deploy such a program, Supplier will be notified by that UC Location’s procurement office, after appropriate review and authorization. On authorization, such programs will be entitled to all benefits available to those programs currently established as detailed herein.

MFD/Printer Fleet Management Programs reserve the right to negotiate further discounts on any of Suppliers’ products and/or services provided for under this RFP and its resulting contract.

At UC Locations with MFD/Printer Fleet Management Programs, Supplier will partner with these programs and direct all potential campus customers at the UC Location to the program before selling or leasing an MFD/Printer to the campus customer.

Additionally, Supplier will provide marketing expertise to further the program development at the UC Location.

4. Reporting: Supplier must provide electronic reports (in Microsoft Excel) or any other requested format to designated UC contacts providing a wide range of information, at both the system-wide and individual UC Location level, related to the Agreement including, but not limited to:

4.1 Quarterly Report Population of MFDs and Laser Printers reports including but not limited to the following data:

Attachment A Statement of Work (SOW)
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x UC Location
x UC department
x UC purchase order number
x Name, phone and email for department placing the purchase order x Equipment serial number
x Name and Model of product(s) and/or service(s) Purchased x Quantity purchased
x Price paid, per unit and total
x Method of acquisition (lease, purchase, etc.)
x Sustainable product purchases

4.2 Monthly Reports:
x Response time
x Repair time
x Uptime
x Total service calls
x Delivery time
x Installation time
x Open leases, remaining terms, etc.

4.3 Equipment inventory report that will provide a detail listin g of all products and their locations at the particular UC Location.

4.4 Annual reports comparing UC co ntract pricing with Supplier’s other pricing available from in the higher education market.

4.5 Other reports as reasonably requested by UC.

4.6 Supplier must make a commercial ly reasonable effort to provide reports within five (5) business days.

5. Maintenance Service

5.1 Supplier agrees to provide to UC, during Supplier’s normal b usiness hours, the maintenance service necessary to keep equipment in, or restore the equipment to, good working order in accordance with Supplier’s policies then in effect. This maintenance service includes maintenance based upon the specific needs of individual equipment, as determined by Supplier, and unscheduled, on-call remedial maintenance.

5.2 Maintenance will include lubric ation, adjustments, and replacement of maintenance parts deemed necessary by Supplier. Maintenance parts will be furnished on an exchange basis, and the replaced parts become the property of Supplier. Maintenance

Attachment A Statement of Work (SOW)
103333v1
services provided under this Agreement does not assure uninterrupted operation of the Product.

5.3 Supplier must coordinate all se rvice calls through a centralized dispatch desk. All calls must be logged into a service system with a minimum of the following information:

5.3.1 All relevant customer information, location, phone number( s), contact name , caller name

5.3.2 A unique repair ticket number

5.3.3 Time of call placement from the customer

5.3.4 The customer’s reported equipment malfunction or issue

5.3.5 The equipment id number, model and serial number

5.3.6 The equipment status operational status: operational, substandard, or inoperative

5.3.7 Dispatched agent name or id number, dispatched time, location, caller, make, model, serial # and problem

5.4 Suppliers must further log the following information upon ca ll completion:

5.4.1 Service technician’s report of actual problem and troubleshooting &repair actions conducted

5.4.2 Arrival time, End time, Total Repair time, service copies made, final call status i.e.:
completed.- closed, open, pending , escalated.

5.4.3 Meter readings upon service completion (i.e. print, scan, color, b/w)

5.5 Locations with MFD/Printer Fle et Management programs may require that the call completion information be supplied from the Supplier’s repair technician to a designated MFD/Printer Fleet Management program administrator at the conclusion of the service call.

5.6 Repair Parts And Supplies:

5.6.1 Supplier must carry in stoc k all common parts for no greater than next-day access by Supplier’s service personnel.

5.6.2 Supplier must produce or make parts and supplies available for no less than five (5) years after a model has been discontinued.

5.6.3 Supplier must provide all UC Locations with the same discount for parts and supplies for the devices covered under this Agreement.

5.7 MFD Service and Parts: Supplie r must offer full maintenance services for MFDs, including repair parts, software and firmware updates and labor based on the following options:
x Option 1: Cost Per Impression Charge – Zero Volume Base

Attachment A Statement of Work (SOW)
103333v1
Supplier will provide full service maintenance with supplies, excluding paper.

Supplier will invoice respective UC Location on a monthly basis using a cost per impression charge applied to the actual monthly impression volume in the covered period without any minimum and/or maximum volume restrictions.

These rates apply to purchased and leased MFDs.
x Option 2: Monthly Minimum Charge
Supplier will provide full service maintenance with supplies, excluding paper.

Supplier will charge UC a fixed monthly minimum charge, which will include a monthly impression volume allowance, with a separate cost per impression charge applied to the overage. These rates apply to purchased and leased MFDs. x Option 3: T&M - Fixed Charge per Occurrence
Supplier will provide service repairs and maintenance using a Time and Material option. Supplier charges UC a fixed amount per occurrence and/or a fixed hourly fee, after expiration of standard or extended equipment warranties.

5.8 Lemon Clause: After the 90-day warranty period and until 36 months from the date of installation, or coterminous in the case of a longer lease, except due to operator error, for any device that fails to operate in accordance with the manufacturer's published performance specifications three times in any four week period and/or is subject to recurring related problems, Supplier shall replace that device with a new MFD or Laser Printer that meets the requirements of the same lot as the original equipment model, at no cost to the user. This will take precedence over any other warranty or service maintenance clauses associated with this contract. For purchased devices, customers must maintain an uninterrupted maintenance agreement, cost per copy, or lease agreement including parts and supplies with the contract vendor for the Lemon Clause to apply past the initial 90-day warranty period. The UC Location Purchasing and/or MFD/Printer Fleet Management Program will review user requests for the application of this clause and will make a determination regarding its use. If 25% or less of the device’s useful life has been used up, the device must be replaced with a “new device”.

A “like for like” device may be used if 25% or more of the useful life of the device has been used up and the Customer agrees to the “like for like” exchange. Note: Prior to the lease or purchase of a device, awarded vendors must provide UC with the device’s “Useful Life”. Describe your company policy and how your company will fulfill this requirement.

6. Data Security

6.1 For all MFDs/Laser Printers, Suppliers must:

6.1.1 Disclose all default accoun ts, access methods, and passwords on the device at delivery.

6.1.2 Certify that log-in credentials are not communicated in cl ear text by default, though clear text may be an option if ciphertext is available as an option.

Attachment A Statement of Work (SOW)
103333v1

6.1.3 Deliver MFDs and/or Laser P rinters with the latest, fully-patched software, firmware, or other OEM software as provided for device functionality as detailed on the “Specifications” tab of Exhibits 1 and 2.

6.1.4 Notify all UC Locations of all known and reported vulnerabilities, and of planned updates or mitigations to software provided for device functionality as detailed on the “Specifications” tab of Exhibits 1 and 2.

6.1.5 Disclose and describe share d accounts or service accounts that Supplier technicians may or will use, and the security procedures planned by Supplier.

6.2 All devices must:

6.2.1 Provide secure login for administrator access (including u sername and password).

Upon setup and configuration, all default device or interface passwords must be changed and communicated to the designated contacts(s).

6.2.2 Provide IP and MAC address filtering to limit users’ acces s to the device via the web interface; and

6.2.3 Provide on/off (switchable) provisions for other types of access, including but not limited to telnet, rsh, SNMP, FTP, IPSec, SSL/TLS, etc. Suppliers must list all on/off provisions for all types of access in their response.

6.3 All MFDs/Laser Printers that are equipped with hard drives must:

6.3.1 Possess an “always on” secu rity feature that overwrites the sector(s) of the hard drive used for processing copy, print, or scan data using at least 3 passes, preventing the data from remaining on the hard drive of the MFD or Laser Printer after the copy, print, or scan job is finished.

6.3.2 Provide at least 128-bit AES encryption (or equivalent) as part of the storage process for any information held on the hard drive for long-term storage.

6.3.3 Provide secure login for administrator access (including u sername and password), allowing administrators to set access levels for users who perform tasks on the device (e.g., managing address books (fax or scan addresses), or printing print, fax, or copy/scan logs). Upon setup and configuration, all default device or interface passwords must be changed and communicated to the designated contacts(s).

6.3.4 Isolate any incoming FAX line from all hardware that has n etwork access. MFDs must have no physical or data connection between the Page Memory (or Temporary Data Storage) and the FAX controller.

6.4 Provide on/off (switchable) c ontrol of read/write access to the device from portable media (e.g., SD cards, USB drives, etc.); and be able to have their hard drives removed by a Supplier technician and surrendered to UC at the end of a lease, cost-per-copy agreement, or at trade-in (or at any time, for any reason, an MFD and/or Laser Printer is removed from UC) at no additional cost to UC.

Attachment A Statement of Work (SOW)
103333v1

7. Technology Requirements: Suppliers’ devices must have the technological capability to fulfill specific requirements of the University including, but not limited to the following required device technologies:

7.1 100baseT or greater Ethernet connectivity

7.2 Connectivity to Supplier's MF Ds and/or Laser Printers by devices using the following operating systems, including universal and device-specific PPDs. Include the expected timeframe for release of PPDs after operating system upgrades:

7.2.1 Windows (requirement is from Windows 10.0 and higher; Supp liers to specify versions)

7.2.2 Macintosh (Suppliers to spec ify versions; requirement is from OSX 10.13 and higher)

7.2.3 IOS (Suppliers to specify versions; requirement is from iO S 11.0 and higher)

7.2.4 Android (Suppliers to specif y versions; requirement is from Android OS 8.0 and higher)

7.3 Connectivity to Supplier’s MF Ds and/or Laser Printers by following communications protocols:

7.3.1 POP, IMAP

7.3.2 IPv4/IPv6/IPsec

7.3.3 LDAPv3 or higher

7.3.4 Kerberos – must include Ker beros for Windows and Macintosh Operating Systems listed in 2a-2b above

7.3.5 LPR/LPD/IPP

7.3.6 Bonjour

7.3.7 SMTP

7.3.8 SNMP v1 – v3 including authentication protocols

7.3.9 TCP port 9100 direct printing (bidirectional)

7.3.10 SSL/TLS

7.4 Printing to Suppliers's MFDs and/or Laser Printers using the following printing protocols/output types:

7.4.1 PostScript Level 3

7.4.2 PCL 6e

7.4.3 PDF

7.5 Effective and successful installation and set-up of Supplier s's MFDs and/or Laser Printers on University network.

7.6 Effective and successful installation and set-up of connecti vity software (including, but not limited to, PPDs) to Supplier's MFDs/Laser Printers on customer computers as requested by the UC Location.

Attachment A Statement of Work (SOW)
103333v1

7.7 All Proposers' devices must be able to interface with existing third-party access control and management systems at UC locations (Equitrac, ITC, Pharos, PaperCut, PCounter, or comparable), with the following requirements to achieve reliable and accurate transactions and transactional reporting:

7.7.1 Embedded software and/or external hardware to enable use o f the third- party system; device-specific interface cables for external hardware must be provided and installed by Supplier at no cost to UC;

7.7.2 Network connectivity across a hard-wired and/or a wireless network;

7.7.3 Ability to use USB proximit y and/or magnetic stripe card readers for user authentication and access to the third-party system.

8. Product Acquisition

8.1 Required MFD’s: During the term of the Agreement, Supplier m ust provide at least one model MFD that meets or exceeds UC’s requirements for each of the following categories. Suppliers must provide detailed specifications for each model of MFD fulfilling the category requirements below.
x Category 1 - B/W Desktop 20+ pages per minute
x Category 2 - B/W 20-30 pages per minute
x Category 3 - B/W 31-40 pages per minute
x Category 4A - B/W 41-50 pages per minute
x Category 4B - B/W 51-60 pages per minute
x Category 5 - B/W 61-90 pages per minute
x Category 1 - Color Desktop 20+ pages per minute
x Category 2 - Color 20-30 pages per minute
x Category 3 - Color 31-40 pages per minute
x Category 4A - Color 41-50 pages per minute
x Category 4B - Color 51-60 pages per minute
x Category 5 - Color 61-90 pages per minute

8.2 Required Laser Printers: During the term of the Agreement, S upplier must provide at least one model Laser Printer that meets or exceeds UC’s requirements for each of the following categories. Suppliers must provide detailed specifications for each model of Laser Printer fulfilling the category requirements below. Each model MUST have the ability to perform duplex printing and have ethernet connectivity:
x Category 1 - Low Volume - B/W 25-40 pages per minute
x Category 2 - Mid Volume - B/W 41-55 pages per minute
x Category 3 - High Volume - B/W 56-70 pages per minute x Category 1 - Low Volume - Color 10-20 pages per minute

Attachment A Statement of Work (SOW)
103333v1
x Category 2 - Mid Volume - Color 21-35 pages per minute x Category 3 - High Volume - Color 36-50 pages per minute

8.3 Purchase Option: Supplier agrees to sell to UC the required devices listed herein and associated products and services, if requested by UC, in accordance with the requirements set forth in this Agreement. Supplier shall warrant that the Products are new and owned by Supplier. Supplier warrants that it will repair or replace defective Products and/or parts, including labor at no cost to UC for ninety (90) days after the installation date. The title for the purchased MFDs and/or Laser Printers will be transferred to UC. In conjunction with purchased MFDs, Suppliers must offer a cost per copy (CPC) rate for service and supplies.

8.4 Lease Option: Suppliers agrees to offer to UC the required M FDs listed herein and associated products and services based on the following Full Market Value (FMV) and $1 buyout terms:
x 36 Months
x 48 Months
x 60 Months

8.4.2 In conjunction with leased MFDs, Supplier must offer a CPC rate for service and supplies.

8.4.3 In conjunction with leased M FDs, on both FMV and $1 buyout option, Supplier must offer a service and supply component.

8.4.4 No loss or damage, except for loss or damage due solely to the negligence of Supplier, shall relieve UC of the obligation to pay any Lease payment or of any other obligation under the Agreement. In the event of loss or damage not attributable solely to the negligence of Supplier, UC, at the option of Supplier shall:

8.4.4..1 Place the Product in g ood condition or report, or;

8.4.4..2 Replace the Product with like equipment in good conditi on and repair with clear title in Supplier and subject to all the terms and conditions of the Agreement;

8.4.4..3 Pay to Supplier the sum of all Lease payments due and owning at the time of such loss of damage and the fair market value of the equipment at the time of such loss or damage.

8.4.4..4 Upon replacement of the Product pursuant to subparagrap h (2) above or upon Supplier’s receipt of the payment provided for in subparagraph (3) above, UC or UC insurer shall be entitled to Supplier’s interest in the

Attachment A Statement of Work (SOW)
103333v1
original Product, for salvage purposes, at its then-current condition and location AS IS, WHERE IS, WITHOUT ANY WARRANTY, EXPRESSED OR IMPLIED. EACH LEASE ORDER MADE PURSUANT TO THE TERMS AND

CONDIITIONS OF EQUIPMENT LEASING IS AN UNCONDITIONAL, NON-

CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ON
ANY ORDER FOR LEASE. In addition to the terms set forth in Section 5 of the Terms and Conditions of Equipment Lease, in the event of a UC default, Ricoh may do one or more of the following: (a) Ricoh may require UC to immediately pay to Ricoh, as compensation for loss of Ricoh’s bargain and not as a penalty, a sum equal to: (i) all past due payments and all other past due amounts payable under any order; and (ii) the present value total of all unpaid payments for the remainder of the lease term, discounted at a rate equal to 6% per year to the date of default; (b) Ricoh may require the UC to deliver the Product (as defined in Section 22) to Ricoh.Notwithstanding anything to the contrary in the Agreement, the Terms and Conditions of Purchase or the Terms and Conditions of Equipment Leasing, in the event of a written notice of default from UC, Ricoh shall have thirty (30) days to cure such failure from the date of such notice.

8.5 Trial Units: Supplier must o ffer current models to UC Locations on a trial basis for thirty (30) days. UC Locations may opt to purchase or lease the trial model, request a different model for trial, or return the trial model(s) with no obligation to Supplier.

8.6 Product Certification: Supplie r certifies and warrants that all products sold to UC under the Agreement:

8.6.1 Shall be new and genuine, ex cept short term rentals or temporary replacements.

8.6.2 Shall be provided to UC in t he manufacturer's original packaging unless otherwise requested by UC.

8.6.3 Shall be manufactured and sold or distributed to the Suppl ier for retail sale in the United States.

8.6.4 Shall be sold to the Supplier from legal and reputable cha nnels, which are understood to be the manufacturer or authorized representatives of the manufacturer.

8.6.5 Shall not be altered or misb randed within the meaning of the Federal and State laws applicable to such products.

Trade-ins: Supplier agrees to assist UC in obtaining the best trade-in values available for UC owned Products through Supplier’s recommended Equipment Brokers. Supplier shall provide the required administrative support, including removal of UC owned products, to UC to effectively manage the trade-in transaction(s) at no cost to UC.

University of California
Ricoh Acct. Management Team
Ricoh Partner Executive -Renaud Rodrigue; 25 years with Ricoh; 10 years supporting UC UC North Client Executive – Kathleen Carr; 30 years with Ricoh, 10 years supporting UC UC South Client Executive – Art Johnson; 20 years with Ricoh; 10 years supporting UC UC San Diego
Natalia Getman – Account Manager
11 Mo. Ricoh; 20 yrs in industry; Ricoh Certified
UC Santa Barbara
Andrea Volpe - Account Manager
8 yrs Ricoh; 8 yrs in industry; Ricoh Certified
UC Riverside
Elizabeth Boncal – Account Manager
11 Mo. Ricoh; 20 yrs in industry; Ricoh Certified
UC Irvine Health
Susan Woolf – Account Manager
5 yrs Ricoh; 28 yrs in industry; Ricoh Certified
UC Irvine Campus
Elizabeth Boncal – Account Manager
11 Mo. Ricoh; 20 yrs in industry; Ricoh Certified
UCLA Campus & Health
Kevin Holian – Technology Specialist
36 yrs Ricoh; 36 yrs in Industry; Ricoh Certified
UC Davis
Ray Morgan – Authorized Ricoh Dealer
20 yrs Ricoh; 5 yrs with UCD; Ricoh Certified
UC Merced
Craig Graham - Account Manager
16 yrs Ricoh; 17 yrs in industry; Ricoh Certified
UC Santa Cruz
Vahik Safarian - Account Manager
6 yrs Ricoh; 15 yrs in industry; Ricoh Certified
UC Berkley
Matt Clement – Account Manager
24 yrs Ricoh; 24 yrs in industry; Ricoh Certified
UC San Francisco & UC Davis Health
Kim Coles - Technology Specialist
15 yrs Ricoh; 25 yrs in Industry; Ricoh Certified
Account Managers and Technology Specialists are responsible for Ricoh’s on-going customer service delivery to each UC School. This includes account maintenance, new quotes, deliveries, service response, quarterly reporting, and customer engagement. They are the single point of contact for Ricoh’s portfolio as well as service delivery. Any issues or opportunities can be escalated to the Partner Executive, Client Executive, or any of Ricoh’s executive leadership, branch leadership or service team at any time.

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OMNIA PARTNERS EXHIBITS

EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Version January 22, 2020

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 Print Goods and Services. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal (“Master Agreement”) be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“ Public Agencies ”), through OMNIA Partners’ cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners’ cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, 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 Procurem ent 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

OMNIA PARTNERS EXHIBITS

EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Version January 22, 2020

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 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, 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:

OMNIA PARTNERS EXHIBITS

EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Version January 22, 2020

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).

1.3 Estimated Volume

The dollar volume purchased under the Master Agreement is estimated to be approximately $50 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners , and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners.

1.4 Award Basis

The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners o ption, 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 Principa l Procurement Agency (e.g. governing law) are subject to modification for each Participating Public Agency as Supplier, such Participating Public Agency and OMNIA Partners shall agree without being in conflict with the Master Agreement. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (i.e. invoice requirements, order requirements, specialized de livery, diversity requirements such as minority and woman owned businesses, historically underutilized business, governing law, etc.). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners).

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All purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies’ purchase orders may exceed the term of the 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;
C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier’s need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process;
D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing.

2.0 REPRESENTATIONS AND COVENANTS

As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier.

2.1 Corporate Commitment

Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master Agreement is Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customer s, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement.

Ricoh agrees that this will be one of our primary offering’s available through OMNIA Partners Public Sector and one of our “go to market” strategies for Public agencies.

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2.2 Pricing Commitment

Supplier commits the not- to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.

Ricoh commits that our not to exceed pricing is comparable to our lowest available national contract pricing for public sector, with the understanding various market conditions, service level agreements, terms and conditions, service level agreements and other contract specific language may impact the pricing when comparing contracts.

2.3 Sales Commitment

Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement.

Ricoh agrees to market this Agreement as one of our go to market strategies, as evidenced through our long-term partnership with OMNIA (legacy U.S. Communities).

3.0 SUPPLIER RESPONSE

Supplier must supply the following information in order for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners.

3.1 Company

A. Brief history and description of Supplier.

Ricoh USA, Inc., headquartered in Exton, PA, is a subsidiary of Ricoh Company, Ltd. of Tokyo, Japan. Ricoh Company is a Fortune Global 500 company with fiscal year 2019 sales in excess of $18 billion. Ricoh USA (RUS) markets and distributes Ricoh products and services in North America and Canadaa. Supporting the marketing and sales for its services and full line of digital office solutions, Ricoh utilizes a nationwide network of more than 380 independent dealers as well as more than 200 Ricoh Direct Sales Offices.

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Ricoh maintains tight contractual and quality controls over all the dealers that service its Ricoh Major and Global Accounts. Ricoh Authorized Sales and Service Locations are staffed by Ricoh factory-trained technicians, ensuring not only rapid service response, but also technical expertise in preventive, remedial and emergency service of all Ricoh products. To ensure prompt attention to our customers’ service requirements, Ricoh mandates that - in all major market areas - response time shall average less than 4 hours. In general, Ricoh’s standard response time is based on customer proximity to a Ricoh Authorized Sales and Service location.

Number of years in business:

Ricoh Company, Ltd was established in Tokyo, Japan in 1936, almost 85 years ago. It established an entity to market its products in the Americas over fifty years ago in 1962, and renamed its American entity “Ricoh USA, Inc. in April, 2017.

Number of years involved with MFDs:

Ricoh entered the market of providing business-focused products with its line of photosensitive paper in 1934. From that time on, it engineered and brought to market devices that are the source of the functions now provided by multi-function devices, including 1955 – Diaxzo-type photopaper copiers; 1965 – Electronic copiers;1971 – Office computers ; 1974 – Digital facsimiles; and 1982 – Digital Copiers. In 1987 Ricoh pioneered the multifunctional digital copier for the office with the IMAGIO 320. Thus, even by the most conservative definition, Ricoh has been ‘involved with MFDs’ for more than two decades.

Total number of employees:

With a global workforce of over 95,000, the Ricoh Group consists of 235 companies and operates in Europe, the Americas, Asia Pacific, China and Japan.

Number of MFD employees dedicated to service/repair of MFDs:

Ricoh employs more than 25,000 MFD technicians worldwide. Every Ricoh technician is factory-trained and certified on the equipment they service/repair. The more-than-380 independent dealers employ many thousand more factory-trained technicians.

B. Total number and location of sales persons employed by Supplier.

Ricoh has a direct sales force consisting of 4k+ employees over 200 locations covering all 50 States in the United States. In addition to our direct presence, we have one of the strongest Dealer Partner channels in the industry consisting of 380 authorized resellers. All of which will be actively marketing this program.

C. Number and location of support centers (if applicable) and location of corporate office.

Access to our 200 Ricoh direct locations and 380 authorized Ricoh resellers promoting this program can be found at the following link - https://www.ricoh-usa.com/en/officelocator D. Annual sales for the three previous fiscal years.
https://www.ricoh.com/IR/financial_data/financial_result/

E. Submit FEIN and Dunn & Bradstreet report.

Please See Attachments (FEIN / D&B reports)
F. Describe any green or environmental initiatives or policies.

Ultimately, our goal is to help build a society in which the impact on its environment is

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maintained at a level that never exceeds the Earth's self-recovery capabilities. To make this happen, more than merely implementing environmental conservation activities is necessary; society needs to formulate clear-cut long-term visions and goals that will guide the specific actions required.

At Ricoh, we have set environmental goals for 2030 and 2050 as milestones toward the final goal. We also determine Environmental Action Plans every three years and promote sustainable environmental management. In order to contribute to the future of the global environment and society, the Ricoh Group will make efforts with focus on long-term vision and clear goals.

G. Describe an y diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program.

The mission of our supplier diversity initiative is to continually seek and expand partnerships with minority-owned, small, small-disadvantaged, women-owned, veteran-owned, disabled- owned and HUB Zone small businesses. We believe that as a result of these mutually beneficial relationships, Ricoh will be able to exceed our customers’ expectations, add value to our products and services, meet our business goals and provide economic benefits to the communities in which we do business.

We have numerous diverse partners across the country we utilize for these programs. Since this pricing we have presented is a “Cost Not to Exceed,” there are no increases when engaging these partners above contract pricing.

Ricoh's Diversity and Social Responsibility Council ranked in top 20 of diversity programs across the U.S. (https://tinyurl.com/y9gf6asc)

H. Describe any historically underutilized business certifications supplier holds and the certifying agency. This may include business enterprises such as minority and women owned, small or disadvantaged, disable veterans, etc.

These vary by region and can be provided upon additional request from our diversity partners.

I. Describe how supplier differentiates itself from its competitors.

Ricoh has dedicated Client Executives whose account assignments are Higher Education Institutions. Ricoh has positioned itself as a strategic partner with many universities and colleges, providing expertise and a product and services portfolio to meet the needs of those clients. This is an established vertical within Ricoh where we offer customized hardware, software and solutions to support Higher Ed initiatives.

J. Describe any present or past litigation, bankruptcy or reorganization involving supplier.

Ricoh has a national presence in the U.S. and, accordingly, the company has contracts in place with numerous customers and vendors. Ricoh does have contract disputes from time to time with customers and/or vendors which occur in the ordinary course of business and which can lead to litigation. Any such litigation is likewise ordinary in the course of our business and not expected to have any material effect on our ability to deliver the proposed services.

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K. Felony Conviction Notice: Indicate if the supplier
a. is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.

None, to the best of our knowledge.

L. Describe any debarment or suspension actions taken against supplier None, to the best of our knowledge

3.2 Distribution, Logistics

A. Describe the full line of products and services offered by supplier.

In addition to our MFD products, printers, software and AV products being offered in this RFP, Ricoh is also recognized as a global leader in helping empower workplace technology

EMPOWERING DIGITAL WORKPLACES
In 2017, the Ricoh group created a new brand promise for our customers: “EMPOWERING DIGITAL WORKPLACES.” Empowering Digital Workplaces means connecting people to information faster and more conveniently to improve communication and creativity. This is based on the Ricoh “San-Ai Spirit” - The Spirit of Three Loves: Love your neighbor, Love your country, Love your work - which the company has followed since it was established in 1936.

At Ricoh we are constantly thinking about people and how to help them work more creatively for a more satisfying life. The first copy machine transformed the workplace by helping people to transmit information accurately and quickly without the time-wasting and life-sapping tedium of endlessly reproducing business documents.

The first fax machine enabled the transmission of information to extend beyond mere hand-to-hand delivery to cross cities, countries, and the world in seconds and connect people everywhere.

These breakthroughs were the birth of what we now call “office automation”. This evolved from simple document creation, duplication, and delivery to changing the entire workflow with copying, printing, information communication, storage and search, and an endless series of workplace innovations.

As times changed, technology advanced. But there are still many problems to be solved around workers, society and social interaction. Ricoh will provide more solutions with “EMPOWERING DIGITAL

WORKPLACES
B. Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.

Ricoh USA, Inc. markets and distributes Ricoh products and services in North, Central and South America. Supporting the marketing and sales for its services and full line of digital office solutions, Ricoh utilizes a nationwide Dealer network of more than 380 independent dealers as well as more than 200 Ricoh Direct Sales Offices. A complete list is provided here - https://www.ricoh- usa.com/en/officelocator
Ricoh maintains tight contractual and quality controls over all the dealers that service its Ricoh Major and Global Accounts. Ricoh Authorized Sales and Service Locations are staffed by Ricoh factory-

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trained technicians, ensuring not only rapid service response, but also technical expertise in preventive, remedial and emergency service of all Ricoh products. To ensure prompt attention to our customers’ service requirements, Ricoh mandates that - in all major market areas - response time shall average less than 4 hours. In general, Ricoh’s standard response time is based on customer proximity to a Ricoh Authorized Sales and Service location.

C. Describe how Participating Agencies are ensure they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.

As one of Ricoh’s primary “go to market” strategies for local government, this contract will continue to be available to all of our Direct and Dealer partners. Through our Ricoh Direct channel, we have an automated pricing/contract tool (Oracle) that mirrors the most recent price book to ensure pricing compliance. A similar process is in place with our Dealer channel partners.

D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

Please see link below for list of authorized Ricoh channel providers and locations. https://www.ricoh-usa.com/en/officelocator

E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable.

Warehouse and Distribution
As part of its centralized supply chain Initiatives, Ricoh has developed a logistical footprint within sourced warehouses in the U.S. We have over 300,000 square feet dedicated to the warehousing of our parts inventories within our primary warehouse in Nashville, TN, and a secondary warehouse in Bloomington, CA, which supports the West Coast, Canada and South America. These facilities are equipped with a warehouse management system (WMS) and state- of-the-art automation and are virtually paperless operations that target increased productivity and performance. On average, our warehouses ship 350,000 lines per month.

Our distribution channel is designed to support over 3,800 technicians, with automated vehicle stock replenishment for highly used parts. Additionally, our technicians have access to the Oracle Field Service Cloud (OFSC) application on their smart phone devices. This application enables them to enter orders up to 5 pm local time for additional parts, which can be shipped for next-day delivery.

Our logistical partner for small packages is United Parcel Service (UPS), with which we have established schedules that allow several package pickups throughout the day. This partnership ensures that we meet our commitment to ship same day any order entered before the 5 pm local time, for delivery anywhere in the U.S. next day. Using UPS allows us to meet all required service commitments, depending on the customer-selected class of service.

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Our distribution operations also have established KPIs. These KPIs are driven by productivity metrics, including employee performance (e.g., lines shipped per employee, lines picked up per employee) and operational performance (e.g., same-day shipment, error ratio per lines shipped).

Ricoh USA currently operates a distribution infrastructure composed of five Regional Fulfillment Centers (RFCs). Each RFC includes a distribution center and a configuration center, where equipment is staged for delivery to our customers, one of which is in Tustin, CA.

3.3 Marketing and Sales

A. Provide a detailed ninety -day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to:

i. Executive leadership endorsement and sponsorship of the award as the public sector go-to- market strategy within first 10 days
ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days Ricoh is uniquely qualified to prepare our national sales force to promote the Master Agreement in a qualified and compliant manner. Ricoh has had great success with our existing OMNIA Partners (legacy U.S. Communities) contract(s) dating back to 2003. The State and Local Government Team consisting of nine individuals are responsible for promoting and distributing information to 3,000+ Ricoh field sales representatives. In addition to internal communications to educate these Ricoh employed sales professionals, we have the network and external communication mechanisms in place to educate the staff of our 380+ authorized independent Dealers.

Upon award, Ricoh will prepare launch guides, training documents and scripts. Trainings will be scheduled and conducted for the Government Account Managers and the Dealer and Direct division managers. WebEx trainings will take place for the field reps on or before the start date of the new award. These trainings will be overviews of the new Master Agreement, including a comparison to the current agreement. In person, field sales trainings will be scheduled over the first 180 days on-site throughout the country. These will be in-depth sessions of contract details and compliancy, as well as a go-to-market strategy.

WebEx trainings will be recorded and added to our internal sales intranet for on-demand viewing. We will add brief, on-demand training modules on the different aspects of this contract that will allow reps to re-acquaint themselves where necessary.

B. Provide a detailed ninety- day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to pr ospective Public Agencies nationwide immediately upon award, to include, but not limited to:

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i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days
iii. Design, publication and distribution of co-branded marketing materials within first 90 days iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), r egional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier -specific trade shows, conferences and meetings throughout the term of the Master Agreement
v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement
vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.)
viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with:

• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners’ website including the online registration page; • A dedicated toll-free number and email address for OMNIA Partners

Similar to our response in Part A, Ricoh will position this program as one of our Strategic and “Go To Market” strategies to help Participating Public Agencies avoid cumbersome Bid/RFP solicitations.

C. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

At the request of the customer and the discretion of Ricoh, we will transition Public Agency customer accounts to the Master Agreement with OMNIA Partners. Ricoh currently holds an OMNIA Partners (legacy U.S. Communities) contract as well as a NASPO Value Point Master Agreement (in certain States). This contract agreement will be one of our primary go to market agreements for local government agencies.

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D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions.

Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.

Ricoh acknowledges and agrees.

E. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales initiatives should communicate:

i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive

Ricoh does agree to all other conditions in Section E.

F. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include:

i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts Confirmed

G. Provide the name, title, email and phone number for the person(s), who will be responsible for:

i. Executive Support
Scott Dabice / VP Pricing & Strategic Markets / [email protected] Steve Bissey / Director – State & Local Gov / [email protected] ii. Marketing
Dan Quigley / Channel Marketing / [email protected]

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iii. Sales
Mike Stowell / National Contract Manager / [email protected] Lori Toth / SLG Area Manager / [email protected]
Bill Finke / SLG Area Manager / [email protected] Travis Massman / SLA Area Manager / [email protected] Todd Marron / SLG Area Manager / [email protected] Mark Williamson / SLG Area Manager / [email protected] Mike Pallotta / SLG Area Manager / [email protected] Roger Hosler / SLG Area Manager / [email protected] iv. Sales Support
Mike Stowell / National Contract Manager / [email protected] v. Financial Reporting
Jennifer Carillo / Sr. Reporting & Rebate Analyst / [email protected] vi. Accounts Payable
Jennifer Carillo / Sr. Reporting & Rebate Analyst / [email protected] vii. Contracts
Mike Stowell / National Contract Manager / [email protected]

H. Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team.

Ricoh’s Direct sales force is led by Peter Stuart who is the VP of Direct Channel Sales.

Supporting and leading our Ricoh Dealer Channel is Jim Corriddi, VP of Dealer Channel Sales.

I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program.

This will be a very rapid transition as the current team who supports our Ricoh agreement with OMNIA Partners has already been working together with the Regional Managers and VP’s in their field assignments. This current relationship should help in expediting the time it takes to have this specific contract implemented to participating public agencies.

J. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set-up, timely contract administration, etc.

Ricoh has been working with government agencies at all levels for decades. We are the provider for numerous contracts for City, County and State Governments around the country.

Ricoh has been the supplier of MFD’s, MPS and other related services under the OMNIA Partners (legacy U.S. Communities) program since 2003. In that time, we have increased our national sales to become one of the largest OMNIA suppliers. Ricoh has the technology, corporate infrastructure, elite partnerships and distribution to provide these solutions as well as managing an overall national program.

Ricoh infrastructure starts with a team of 9 tenured government managers, including Mike Stowell, the OMNIA Partners National Contract Manager and liaison. This team works with all distribution points to provide expertise in the local government and K-12 marketplace. These

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individuals ensure an understanding on how to work with public procurement officials and help ensure contract compliance.

K. State the amount of Supplier’s Public Agency sales for the previous fiscal year. Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.

Our Top 10 Public agency customers, fiscal year revenues and key contacts are located in the OMNIA Connect portal.

L. Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

Given Ricoh’s commitment to participate in large cooperative / GPO contracts, we have a very sophisticated system that helps support order management through all Direct and Dealer distribution channels.

M. If the Supplier wants to guarantee sales, provide the Contract Sales (as defined in Section 10 of the National Intergovernmental Purchasing Alliance Company Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”).

$0.00 in year one
$0.00 in year two
$0.00 in year three

To the extent Supplier guarantees minimum Contract Sales, the administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.

Historically, Ricoh has typically generated consistent revenue in annual sales through our current relationship with the University of California system and wi th our current OMNIA Partners agreement. Our goal in responding to this RFP is to grow this business within the Uni versity as well as nationally. However, due to the nature of its “non-mandatory” requirement within the UC system, and the uncertainty with many higher education campuses temporarily closing doors due to the pandemic, Ricoh respectfully declines to make a minimum guarantee.

N. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for

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Products covered under the Master Agreement.

i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners). ii. If competitive conditions require pricing lower than the standard Master Agreement not -to- exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement.
iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners).
iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal.

Detail Supplier’s strategies under these options when responding to a solicitation.

Ricoh agrees to these conditions so long as the public agency is requesting a GPO contract vehicle through which to provide these goods and services. If the customer wants to utilize their own contract terms and conditions and does not want to recognize a current OMNIA contract, and/or solicits their own RFP in lieu of referencing a competitively solicited Master agreement, then Ricoh will not be obligated to report sales to OMNIA Partners.

Ricoh’s strategy within the University of California System and per the RFP requirements states current discounts/pricing must be the same for current contract holders. Ricoh has agreed to honor the current UC System pricing for the UC system, but will not offer the UC discounts nationwide.

Please see pricing proposed for National OMNIA Partners program.

Ricoh USA, Inc.
300 Eagleview Blvd
Suite 200
Exton, PA 19341
(610) 407-4951

October 6, 2022

Ms. Deborah Bushnell
Contracting Officer
OMNIA Partners, Public Sector
713-554-7348 Office
832-814-9985 Cell

Reference: Ricoh’s Revised Exhibit F

Dear Ms. Bushnell:

Ricoh USA, Inc. is requesting OMNIA approval to regarding the attached revised Exhibit F due to the fact that the Davis Beacon Act and the Clean Water and Air pollution acts do not apply to the types of procurement Ricoh will be fulfilling under the OMNIA contract. Ricoh does not manufacture the products procured under this contract in the United States. Also, Ricoh will not be able to fulfill federally funded awards with domestic made products due to the fact Ricoh does not manufacture our products under the OMNIA contract in the United States.

We appreciate you working with Ricoh, and we look forward to a great and lasting relationship.

Thank you for your kind attention.

Sincerely,

Scott E. Hammond

Scott E. Hammond
Senior Contract Manager, Ricoh Federal Compliance

Exhibit F
Federal Funds Certifications

FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT

TO WHOM IT MAY CONCERN:

Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned.

DEFINITIONS
Contract means a legal instrument by which a non–Federal entity purchases property or services needed to carry out the project or program under a Federal award. The term as used in this part does not include a legal instrument, even if the non– Federal entity considers it a contract, when the substance of the transaction meets the definition of a Federal award or subaward

Contractor means an entity that receives a contract as defined in Contract.

Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or pass-through entity and a non–Federal entity that, consistent with 31 U.S.C. 6302– 6305:
(a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal awarding agency or pass-through entity to the non–Federal entity to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3)); and not to acquire property or services for the Federal government or pass-through entity's direct benefit or use;
(b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency or pass-through entity and the non–Federal entity in carrying out the activity contemplated by the Federal award. (c) The term does not include:
(1) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or (2) An agreement that provides only:
(i) Direct United States Government cash assistance to an individual; (ii) A subsidy;
(iii) A loan;
(iv) A loan guarantee; or
(v) Insurance.

Federal awarding agency means the Federal agency that provides a Federal award directly to a non– Federal entity

Federal award has the meaning, depending on the context, in either paragraph (a) or (b) of this section:
(a)(1) The Federal financial assistance that a non–Federal entity receives directly from a Federal awarding agency or indirectly from a pass-through entity, as described in § 200.101 Applicability; or (2) The cost -reimbursement contract under the Federal A cquisition Regulations that a non– Federal entity receives directly from a Federal awarding agency or indirectly from a pass-through entity, as described in § 200.101 Applicability.
(b) The instrument setting forth the terms and conditions. The instrument i s the grant agreement, cooperative agreement, other agreement for assistance covered in paragraph (b) of § 200.40 Federal financial assistance, or the cost-reimbursement contract awarded under the Federal Acquisition Regulations. (c) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a contractor or a contract to operate Federal government owned, contractor operated facilities (GOCOs). (d) See also definitions of Federal financial assistance, grant agr eement, and cooperative agreement.

Non–Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization that carries out a Federal award as a recipient or subrecipient.

Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that:
(a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; (b) Is not organized primarily for profit; and
(c) Uses net proceeds to maintain, improve, or expand the operations of the organization.

Obligations means, when used in connection with a non– Federal entity's utilization of funds under a Federal award, orders placed for property and ser vices, contracts and subawards made, and similar transactions during a given period that require payment by the non–Federal entity during the same or a future period.

Pass-through entity means a non– Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program.

Recipient means a non–Federal entity that receives a Federal award directly from a Federal awarding agency to carry out an activity under a Federal program. The term recipient does not include subrecipients.

Simplified acquisition threshold means the dollar amount below which a non– Federal entity may purchase property or services using small purchase methods. Non– Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the publication of this part, the simplified acquisition threshold is $250,000, but this threshold is periodically adjusted for inflation. (Also see definition of § 200.67 Micro-purchase.)

Subaward means an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass -through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a contract.

Subrecipient means a non–Federal entity that receives a subaward from a pass -through entity to carry out part of a Federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency.

Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance.

The following provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Per FAR 52.204-24 and FAR 52.204- 25, solicitations and resultant contracts shall contain the following provisions.

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Oct 2020)
The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services — Representation, or i n paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications -Commercial Items. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3. (a) Definitions. As used in this provision—
Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in t he clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115 -232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to—
(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2) Section 889(a)(1)(B) of the John S. McCain National De fense Authorization Act for Fiscal Year 2019 (Pub. L. 115 - 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to— (i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connect s to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services". (d) Representation. The Offeror represents that—
(1) It □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and
(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that— It □ does, X□ does not use covered telecommunications equipment or servi ces, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section. (e) Disclosures.
(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer. (i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: B rand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or
(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:
(i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known); (B) A description of all c overed telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or
(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020).
(a) Definitions. As used in this clause—
Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means– (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);
(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surv eillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);
(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means–
(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- (i) Pursuant to multilatera l regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or (ii) For reasons relating to regional stability or surreptitious listening; (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);
(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or
(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.
(b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115 -232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.
(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception a t paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered t elecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract.

(c) Exceptions. This clause does not prohibit contractors from providing— (1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(d) Reporting requirement.
(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite deli very contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause (i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Ent ity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commer cial items.

The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this pr ocurement process. Pur suant to 2 C.F.R. § 20 0.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determin ed by the Ci vilian Agency Acquisition Co uncil and the Defense Acquisition Re gulations Co uncil (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.

Does offeror agree? YES Initials of Authorized Representative of offeror

(B) Termination for cause and for convenience by the grantee or subgrantee in cluding the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000)

Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any a greement in excess of $10,000 resulting from this pr ocurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract.

Does offeror agree? YES In itials of Authorized Representative of offeror

(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all c ontracts that meet th e definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided und er 41 CFR 60- 1.4(b), in accordan ce with Exec utive Order 1124 6, “Equal E mployment Opportunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to E qual Employment Opportunity,” and implementing regul ations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein.

Does offeror agree to abide by the above? YES Initials of Authorized Representative of offeror

(D) Davis-Bacon Act, as ame nded ( 40 U.S.C. 3141-314 8). When re quired by Feder al pr ogram legislation, all prim e construction contracts in excess of $2 ,000 awarded by non-Federal entities must include a provision for c ompliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “La bor Sta ndards Provisions Ap plicable to Contracts Covering Feder ally Financed and Assisted

Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prev ailing wages specif ied in a wage determination made by the Secretary of La bor. In addition, contractors must be required to p ay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a co ntract or s ubcontract must be co nditioned upon the acc epta nce of the wage determination. The non - Federal entity must report all suspected or report ed violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency.

Pursuant to Feder al Rule (D) ab ove, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions.

Does offeror agree? Not Applicable Initials of Authorized Representative of offeror

(E) Contract Work Hours and Safety Sta ndards Act (40 U.S.C. 3701-370 8). Where applicable, all contracts awarded by the non-Federal entity in exce ss of $100 ,000 that involve the e mployment of me chanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a h alf times the bas ic rate of p ay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, h azardous or da ngerous. These re quirements do not a pply to the purchases o f s upplies or materials or articles ordinar ily av ailable on the op en mark et, or contra cts for trans por tation or transm ission of intelligence.

Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process.

Does offeror agree? YES Initials of Authorized Representative of offeror

(F) Rights to Inv entions Made Under a Contract or Agreement. If the Federal award meets the definition of “ funding agreement” under 37 CFR §401 .2 ( a) and the recipient or s ubrecipient wishes to e nter i nto a c ontract with a sm all business firm or nonprofit organ ization regarding the s ubstitution of part ies, as signment or per formance o f experimental, developmental, or resear ch work under that “funding agreement,” the recip ient or subrecipient mus t comply with the re quirements of 37 CFR Part 40 1, “Rights to Inv enti ons Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency r esulting from this pr ocurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.

Does offeror agree? YES Initials of Authorized Representative of offeror

(G) Clean Air Act ( 42 U.S .C. 7401-767 1q.) a nd the Feder al Water Po llution Control Act ( 33 U.S .C. 1251-138 7), as amended— Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non - Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 138 7). Violations must be re ported to the Federal awarding agency and the Regional Office of the En vironmental Protection Agency (EPA)
Pursuant to Feder al Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member r esulting from this pr ocurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.

Does offeror agree? Not Applicable Initials of Authorized Representative of offeror

(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A c ontract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Exec utive Orders 12549 (3 CFR part 19 86 Comp., p. 18 9) an d 12689 (3 CFR part 19 89 Comp., p. 235), “Debarment and Suspen sion.” SAM Exclu sions c ontains the nam es of partie s debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency.

Does offeror agree? YES Initials of Authorized Representative of offeror

(I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)— Contractors that apply or b id for an award exceeding $100 ,000 must f ile the re quired certificati on. Each t ier certif ies to the t ier a bove that it will not and h as not used Feder al appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a me mber 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 oth er award covered by 31 U.S.C. 1352. Each t ier must also disclose any l obbying with non-Federal funds that takes place in c onnection with obtaining any Feder al award.

Such disclosures are forwarded from tier to tier up to the non-Federal award.

Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency r esulting fr om this pr ocurement process, the offeror certifies that it is in compliance with all app licable provisions of the Byrd A nti-Lobbying Amendment (31 U.S.C. 1352). T he undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agen cy, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Feder al appro priated funds ha ve be en pa id or will be pa id to any per son for influencing or attempting to influence an officer or em ployee of any agen cy, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. (3) T he undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Feder al funds at al l a ppropriate tiers and that a ll subrecipients shall certify and d isclose accordingly.

Does offeror agree? YES Initials of Authorized Representative of offeror

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS

When federal funds are expended by Participating Agency for any contract r esulting fr om this pr ocurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as req uired by 2 CFR § 20 0.333 for a p eriod of three ye ars after gran tees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS

To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition.

Does offeror agree? NO Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH BUY AMERICAN PROVISIONS

CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336

Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any documents, papers, or other records of offeror that are pertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS

Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.

Does offeror agree? YES Initials of Authorized Representative of offeror

Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above.

Offeror’s Name: RICOH USA, Inc._______________________________________________________

Address, City, State, and Zip Code: 300 Eagleview Blvd. Suite 200 Exton, PA 19341_______________

Phone Number: _______________________________ Fax Number: _________________________

Printed
Name and Title of Authorized Representative:

________________________________________________________________________________________________

Email Address: ___________________________________________________________________________

Signature
of Authorized Representative: ____________________________________Date: _______________

610-517-7648
Steve Bissey, Director, Corp. & Public Sector Contract Strategy [email protected]
10/10/22

FEMA SPECIAL CONDITIONS

Awarded Supplier(s) may need to respond to events and losses where products and services are needed for the immediate and initial response to emergency situations such as, but not limited to, water damage, fire damage, vandalism cleanup, biohazard cleanup, sewage decontamination, deodorization, and/or wind damage during a disaster or emergency situation. By submitting a proposal, the Supplier is accepted these FEMA Special Conditions required by the Federal Emergency Management Agency (FEMA).

“Contract” in the below pages under FEMA SPECIAL CONDITIONS is also referred to and defined as the “Master Agreement”.

“Contractor” in the below pages under FEMA SPECIAL CONDITIONS is also referred to and defined as “Supplier” or “Awarded Supplier”.

Conflicts of Interest
No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a FEMA award if he or she has a real or apparent conflict of interest. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties, has a financial or other interest in or a tangible personal benefit from a firm considered for award. 2 C.F.R. § 200.318(c)(1); See also Standard Form 424D, ¶ 7; Standard Form 424B, ¶ 3. i. FEMA considers a “financial interest” to be the potential for gain or loss to the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties as a result of the particular procurement. The prohibited financial interest may arise from ownership of certain financial instruments or investments such as stock, bonds, or real estate, or from a salary, indebtedness, job offer, or similar interest that might be affected by the particular procurement. ii. FEMA considers an “apparent” conflict of interest to exist where an actual conflict does not exist, but where a reasonable person with knowledge of the relevant facts would question the impartiality of the employee, officer, or agent participating in the procurement. c. Gifts. The officers, employees, and agents of the Participating Public Agency nor the Participating Public Agency (“NFE”) must neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, NFE’s may set standards for situations in which the financial interest is de minimus, not substantial, or the gift is an unsolicited item of nominal value. 2 C.F.R. § 200.318(c)(1). d. Violations. The NFE’s written standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the NFE. 2 C.F.R. § 200.318(c)(1). For example, the penalty for a NFE’s employee may be dismissal, and the penalty for a contractor might be the termination of the contract.

Contractor Integrity
A contractor must have a satisfactory record of integrity and business ethics. Contractors that are debarred or suspended, as described in and subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security’s regulations at 2 C.F.R.

Part 3000 (Non-procurement Debarment and Suspension), must be rejected and cannot receive contract awards at any level.

Public Policy
A contractor must comply with the public policies of the Federal Government and state, local government, or tribal government. This includes, among other things, past and current compliance with the:
a. Equal opportunity and nondiscrimination laws
b. Five affirmative steps described at 2 C.F.R. § 200.321(b) for all subcontracting under contracts supported by FEMA financial assistance; and FEMA Procurement Guidance June 21, 2016 Page IV- 7 c. Applicable prevailing wage laws, regulations, and executive orders

Affirmative Steps
For any subcontracting opportunities, Contractor must take the following Affirmative steps:

1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists;

2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises;

4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and

5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

Bid Guarantee
For proposals that are to include construction/reconstruction/renovation and related services, bids must be accompanied by Certified or Cashier’s Check or an approved Bid Bond in the amount of not less than five percent (5%) of the total bid. Surety shall provide a copy of the Power of Attorney authorizing the Executing Agent the authority to execute the bid bond documents and bind the surety to the bid bond conditions. The bid bond shall have a corporate Surety that is licensed to conduct business in the state of the lead agency and authorized to underwrite bonds in the amount of the bid bond.

Prevailing Wage Requirements
When applicable, the awarded Contractor (s) and any and all subcontractor(s) agree to comply with all laws regarding prevailing wage rates including the Davis -Bacon Act, applicable to this solicitation and/or Participating Public Agencies. The Participating Public Agency shall notify the Contractor of the applicable pricing/prevailing wage rates and must apply any local wage rates requested. The Contractor and any subcontractor(s) shall comply with the prevailing wage rates set by the Participating Public Agency.

Federal Requirements
If products and services are issued in response to an emergency or disaster recovery the items below, located in this FEMA Special Conditions section of the Federal Funds Certifications, are activated and required when federal funding may be utilized.
2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II, Required Contract Clauses

1. CONTRACT REMEDIES
Contracts for more than the federal simplified acquisition threshold (SAT), the dollar amount below which an NFE may purchase property or services using small purchase methods, currently set at $250,000 for procurements made on or after June 20, 2018,4 mus t address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms and must provide for sanctions and penalties as appropriate.

1.1 Applicability
This contract provision is required for contracts over the SAT, currently set at $250,000 for procurements made on or after June 20, 2018. Although not required for contracts at or below the SAT, FEMA suggests including a remedies provision.

1.2 Additional Considerations
For FEMA’s Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty clause in all contracts for any AFG-funded vehicle, regardless of dollar amount. In that situation, the contract must include a clause addressing that non-delivery by the contract’s specified date or other vendor nonperformance will require a penalty of no less than $100 per day until such time that the vehicle, compliant with the terms of the contract, has been accepted by the recipient. This penalty clause should, however, account for for ce majeure or acts of God. AFG recipients should refer to the applicable year’s Notice of Funding Opportunity (NOFO) for additional information, which can be accessed at FEMA.gov.

2. TERMINATION FOR CAUSE AND CONVENIENCE

a. Standard. All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity, including the manner by which it will be effected and the basis for settlement. See 2 C.F.R. Part 200, Appendix II(B).

b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.

3. EQUAL EMPLOYMENT OPPORTUNITY

When applicable:

a. Standard. Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. § 60- 1.4(b), in accordance with Executive Order 11246, Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p.
339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II(C).

b. Key Definitions.

i. Federally Assisted Construction Contract. The regulation at 41 C.F.R. § 60-

1.3 defines a “federally assisted construction contract” as any agreement or modification thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, or any application or modification thereof approved by the Government for a grant, contract, loan, insurance, or guarantee under which the applicant itself participates in the construction work.

ii. Construction Work. The regulation at 41 C.F.R. § 60-1.3 defines “construction work” as the construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways, or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental to the actual construction.

c. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.

d. Required Language. The regulation at 41 C.F.R. Part 60-1.4(b) requires the insertion of the following contract clause.

During the performance of this contract, the contractor agrees as follows:

(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

4. COPELAND ANTI-KICKBACK ACT

a. Standard. Recipient and subrecipient contracts must include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). b. Applicability. This requirement applies to all contracts for construction or repair work above $2,000 in situations where the Davis-Bacon Act also applies. It DOES NOT apply to the FEMA Public Assistance Program.

c. Requirements. If applicable, the non-federal entity mus t include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). Each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to FEMA. Additionally, in accordance with the regulation, each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti-Kickback Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work.

Sample Language. The following provides a sample contract clause:

Compliance with the Copeland “Anti-Kickback” Act.
a. Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.

b. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.

The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.

c. Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12.”

6. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT

a. Standard. Where applicable (see 40 U.S.C. §§ 3701-3708), all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations at 29 C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix II(E). Under 40 U.S.C. § 3702, each contrac tor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Further, no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous.

b. Applicability. This requirement applies to all FEMA contracts awarded by the non- federal entity in excess of $100,000 under grant and cooperative agreement programs that involve the employment of mechanics or laborers. It is applicable to construction work. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

c. Suggested Language. The regulation at 29 C.F.R. § 5.5(b) provides contract clause language concerning compliance with the Contract Work Hours and Safety Standards Act. FEMA suggests including the following contract clause:

Compliance with the Contract Work Hours and Safety Standards Act.

(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages s hall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of
$27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Federal agency or loan/grant recipient shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such s ums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section.
(4) Subcontracts. The contractor or subcont ractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section.

7. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT

a. Standard. If the FEMA award meets the definition of “funding agreement” under 37C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the non- Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by FEMA. See 2 C.F.R. Part 200, Appendix II(F).

b. Applicability. This requirement applies to “funding agreements,” but it DOES NOT apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.”

c. Funding Agreements Definition. The regulation at 37 C.F.R. § 401.2(a) defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This ter m also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.

8. DEBARMENT AND SUSPENSION

a. Standard. Non-Federal entities and contractors are subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security’s regulations at 2 C.F.R. Part 3000 (Non-procurement Debarment and Suspension).

b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.

c. Requirements.

i. These regulations restrict awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs and activities. See 2 C.F.R. Part 200, Appendix II(H); and 2 C.F.R. § 200.213. A contract award must not be made to parties listed in the SAM Exclusions. SAM Exclusions is the list maintained by the General Services Administration that contains the names of parties debarred, suspended, or other wise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

SAM exclusions can be accessed at www.sam.gov. See 2 C.F.R. § 180.530.

ii. In general, an “excluded” party cannot receive a Federal grant award or a contract within the meaning of a “covered transaction,” to include subawards and subcontracts. This includes parties that receive Federal funding indirectly, such as contractors to recipients and subrecipients. The key to the exclusion is whether there is a “covered transaction,” which is any non- procurement transaction (unless excepted) at either a “primary” or “secondary” tier. Although “covered transactions” do not include contracts awarded by the Federal Government for purposes of the non-procurement common rule and DHS’s implementing regulations, it does include some contracts awarded by recipients and subrecipients.

iii. Specifically, a covered transaction includes the following contracts for goods or services:

1. The contract is awarded by a recipient or subrecipient in the amount of at least $25,000.

2. The contract requires the approval of FEMA, regardless of amount.

3. The contract is for federally-required audit services.

4. A subcontract is also a covered transaction if it is awarded by the contractor of a recipient or subrecipient and requires either the approval of FEMA or is in excess of $25,000.

d. Suggested Language. The following provides a debarment and suspension clause. It incorporates an optional method of verifying that contractors are not excluded or disqualified.

Suspension and Debarment
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the contractor is required to verify that none of the contractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

(2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

(3) This certification is a material representation of fact relied upon by the Participating Public Agency. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Participating Public Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

9. BYRD ANTI-LOBBYING AMENDMENT

a. Standard. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congres s, 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.

FEMA’s regulation at 44 C.F.R. Part 18 implements the requirements of 31 U.S.C. § 1352 and provides, in Appendix A to Part 18, a copy of the certification that is required to be completed by each entity as described in 31 U.S.C. § 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Federal awarding agency.

b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. Contractors that apply or bid for a contract of $100,000 or more under a federal grant must file the required certification. See 2 C.F.R. Part 200, Appendix II(I); 31 U.S.C. § 1352; and 44 C.F.R. Part 18.

c. Suggested Language.

Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended)

Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or att empting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352.

Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.

d. Required Certification. If applicable, contractors must sign and submit to the non-federal entity the following certification.

APPENDIX A, 44 C.F.R. PART 18 – CERTIFICATION REGARDING LOBBYING

Certification for Contracts, Grants, Loans, and Cooperative Agreements

The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any.

Ricoh USA, Inc.

Signature of Contractor’s Authorized Official
Name and Title of Contractor’s Authorized Official
Date
Steve Bissey, Director, Corp. & Public Sector Contract Strategy 10/10/22

10. PROCUREMENT OF RECOVERED MATERIALS

a. Standard. A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. See 2 C.F.R. Part 200, Appendix II(J); and 2 C.F.R. § 200.322.

b. Applicability. This requirement applies to all contracts awarded by a non- federal entity under FEMA grant and cooperative agreement programs.

c. Requirements. The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

d. Suggested Language.

i. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired—

1. Competitively within a timeframe providing for compliance with the contract performance schedule;

2. Meeting contract performance requirements; or

3. At a reasonable price.

ii. Information about this requirement, along with the list of EPA- designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program

iii. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”

12. DOMESTIC PREFERENCES FOR PROCUREMENTS

As appropriate, and to the extent consistent with law, CONTRACTOR 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. This includes, but is not limited to, iron, aluminum, steel, cement, and other manufactured products.

Applicability For purchases in support of FEMA declarations and awards issued on or after November 12, 2020, all FEMA recipients and subrecipients are required to include in all contracts and purchase orders for work or products a contract provision encouraging domestic preference for procurements.

Domestic Preference for Procurements As appropriate, and to the extent consistent with law, the contractor s hould, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: 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 mean 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.”

13. ACCESS TO RECORDS

a. Standard. All recipients, subrecipients, successors, transferees, and assignees must acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff. Recipients must give DHS/FEMA access to, and the right to examine and copy, records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. See DHS Standard Terms and Conditions: Version 8.1 (2018). Additionally, Section 1225 of the Disaster Recovery Reform Act of 2018 prohibits FEMA from providing reimbursement to any state, local, tribal, or territorial government, or private non-profit for activities made pursuant to a contract that purports to prohibit audits or internal reviews by the FEMA administrator or Comptroller General.

Access to Records. The following access to records requirements apply to this contract:

i.The Contractor agrees to provide Participating Public Agency, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. ii.The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. iii. The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.

iv.In compliance with the Disaster Recovery Act of 2018, the Participating Public Agency and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

14. CHANGES

a. Standard. To be eligible for FEMA assistance under the non-Federal entity’s FEMA grant or cooperative agreement, the cost of the change, modification, change order, or constructive change must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of project scope.

b. Applicability. FEMA recommends, therefore, that a non-Federal entity include a changes clause in its contract that describes how, if at all, changes can be made by either party to alter the method, price, or schedule of the work without breaching the contract. The language of the clause may differ depending on the nature of the contract and the end-item procured.

15. DHS SEAL, LOGO, AND FLAGS

a. Standard. Recipients must obtain permission prior to using the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials. See DHS Standard Terms and Conditions: Version 8.1 (2018).

b. Applicability. FEMA recommends that all non-Federal entities place in their contracts a provision that a contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

c. “The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

16. COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS

a. Standard. The recipient and its contractors are required to comply with all Federal laws, regulations, and executive orders.

b. Applicability. FEMA recommends that all non-Federal entities place into their contracts an acknowledgement that FEMA financial assistance will be used to fund the contract along with the requirement that the contractor will comply with all applicable Federal law, regulations, executive orders, and FEMA policies, procedures, and directives.

c. “This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.”

17. NO OBLIGATION BY FEDERAL GOVERNMENT

a. Standard. FEMA is not a party to any transaction between the recipient and its contractor.

FEMA is not subject to any obligations or liable to any party for any matter r elating to the contract.

b. Applicability. FEMA recommends that the non-Federal entity include a provision in its contract that states that the Federal Government is not a party to the contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.

c. “The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.”

18. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS

a. Standard. Recipients must comply with the requirements of The False Claims Act (31 U.S.C. §§ 3729-3733) which prohibits the submission of false or fraudulent claims for payment to the federal government. See DHS Standard Terms and Conditions: Version 8.1 (2018); and 31 U.S.C. §§ 3801-3812, which details the administrative remedies for false claims and statements made. The non-Federal entity must include a provision in its contract that the contractor acknowledges that 31 U.S.C.

Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract.

b. Applicability. FEMA recommends that the non-Federal entity include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract.

c. “The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this contract.”

Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions section of this solicitation.

Offeror’s Name: ____RICOH USA, Inc.___________________________________________________

Address, City, State, and Zip Code: __300 Eagleview Blvd. Suite 200 Exton, PA. 19341______

Phone Number: ________________________ Fax Number: _____________________________

Printed Name and Title of Authorized Representative: _________________________________________

Email Address: _____________________________________________________________________________

Signature of Authorized Representative: ______________________________________________

Date: _____________________________________________

610-517-7648
Steve Bissey, Director, Corp. & Public Sector Contract Strategy [email protected]
10/10/22

Requirements for National Cooperative Contract

OMNIA PARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE

NEW JERSEY BUSINESS COMPLIANCE
Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be submitted with the offeror’s response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners’s ability to promote the Master Agreement in the State of New Jersey.

DOC #1
Ownership Disclosure Form
DOC #2 No
n-Collusion Affidavit
DOC #3 A
ffirmative Action Affidavit
DOC #4 P
olitical Contribution Disclosure Form
DOC #5 S
tockholder Disclosure Certification
DOC #6 C
ertification of Non-Involvement in Prohibited Activities in Iran DOC #7 N
ew Jersey Business Registration Certificate
New
Jersey suppliers are required to comply with the following New Jersey statutes when applicable:
• all anti
-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; • Pre
vailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act;
• Publi
c Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and • Bid
and Performance Security, as required by the applicable municipal or state statutes.

Requirements for National Cooperative Contract

OMNIA PARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE

Requirements for National Cooperative Contract
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NIA PARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #1

OWNERSHIP DISCLOSURE FORM
(N.J.S. 52:25-24.2)
Pur
suant to the requirements of P.L. 1999, Chapter 440 effective April 17, 2000 (Local Public Contracts Law), the offeror shall complete the form attached to these specifications listing the persons owning 10 percent (10%) or more of the firm presenting the proposal.

Com
pany Name:

Str
eet:

Ci
ty, State, Zip Code:

Complete as appropriate:

I _______________________________________, certify that I am the sole owner of ____________________________________, that there are no partners and the business is not incorporated, and the provisions of N.J.S. 52:25-24.2 do not apply.

OR:

I _______________________________________, a partner in___________________________, do hereby certify that the following is a list of all individual partners who own a 10% or greater interest therein. I further certify that if one (1) or more of the partners is itself a corporation or partnership, there is also set forth the names and addresses of the stockholders holding 10% or more of that corporation’s stock or the individual partners owning 10% or greater interest in that partnership.

OR:

I _______________________________________, an authorized representative of ______________________, a corporation, do hereby certify that the following is a list of the names and addresses of all stockholders in the corporation who own 10% or more of its stock of any class. I further certify that if one (1) or more of such stockholders is itself a corporation or partnership, that there is also set forth the names and addresses of the stockholders holding 10% or more of the corporation’s stock or the individual partners owning a 10% or greater interest in that partnership. (N
ote: If there are no partners or stockholders owning 10% or more interest, indicate none.) Name Address Interest
I f
urther certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief.

Date Authorized Signature and Title
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NIA PARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #
2 NON-COLLUSION AFFIDAVIT

Company Name: ________________________________________
Street: ________________________________________________ City, State, Zip Code:____________________________________ Stat
e of ________________________________________________
Count
y of ______________________________________________
I, of the_______________________________________________ Name C ity
in t
he County of ____________________________, State of _______________________________ of full age, being duly sworn according to law on my oath depose and say that:

I am
the _________________________of the firm of _____________________________________ Title Company Name
th
e Offeror making the Proposal for the goods, services or public work specified under the attached proposal, and that I executed the said proposal with full authority to do so; that said Offeror has not directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above proposal, and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that relies upon the truth of the statements contained in said proposal and in the statements contained in this affidavit in awarding the contract for the said goods, services or public work.

I f
urther warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by
Com
pany Name Authorized Signature & Title
Subs
cribed and sworn before me
thi
s ______ day of ______________, 20____
__________________________________________
N
otary Public of ______________________
My commission expires _________________ , 20____
Requirements for National Cooperative Contract
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OMNIA PARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #3

AFFIRMATIVE ACTION AFFIDAVIT
(P.L. 1975, C.127)
Co
mpany Name:

Street:

City, State, Zip Code:

Proposal Certification:

Indicate below company’s compliance with New Jersey Affirmative Action regulations. Company’s proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met.

Required Affirmative Action Evidence:

Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal:

1. A photo copy of their Federal Letter of Affirmative Action Plan Approval OR

2. A photo copy of their Certificate of Employee Information Report OR

3. A complete Affirmative Action Employee Information Report (AA302) ________ Public Work – Over $50,000 Total Project Cost:

A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201-A upon receipt from the
B. Appr
oved Federal or New Jersey Plan – certificate enclosed
I fu
rther certify that the statements a nd information contained herein, are complete and correct to the best of my knowledge and belief.
_______________________
_________________________________
Dat e Authorized Signature and Title
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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #3, continued P.L. 1995, c. 127 (N.J.A.C. 17:27)

MANDATORY AFFIRMATIVE ACTION LANGUAGE

PROCUREMENT, PROFESSIONAL AND SERVICE

CONTRACTS
During the performance of this contract, the contractor agrees as follows:

The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, but not be limited to the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause.

The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation.

The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act.

The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5 .2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J. A.C. 17:27- 5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time.

The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices.

The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job- related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions.

The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay- off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex , affectional or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions.

The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27). _______
_________________________________________
Signature of Procurement Agent
Requirements for National Cooperative Contract

OMNIA PARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Public Agency Instructions
This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006- 1 ( http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational.

1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a “fair and open” process (N.J.S.A. 19:44A-20.7).

2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed.

3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract.

Resolutions of award should reflect that the disclosure has been received and is on file.

4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure. a. The Division has prepared model disclosure forms for each county. They can be downloaded from the “County PCD Forms” link on the Pay- to-Play web site at http://www.nj.gov/dca/divisions/dlgs/programs/lpcl.html#12 .

They will be updated from time-to-time as necessary.
b. A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county -based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists.
c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county.

These submissions are appropriate and should be accepted. d. The form may be used “as-is”, subject to edits as described herein. e. The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document.

5. It is
recommended that the contractor also complete a “Stockholder Disclosure Certification.” This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006-7 for additional information on this obligation at http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html ). A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education.

DOC #4
OMNIA

PARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Contractor Instructions
Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a “fair and open” process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A-

20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to:
• any
State, county, or municipal committee of a political party • any legislative leadership committee*
• any
continuing political committee (a.k.a., political action committee) • any candidate committee of a candidate for, or holder of, an elective office:
o of the public entity awarding the contract
o of that county in which that public entity is located o of another public entity within that county
o or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions.

N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following:
• individuals with an “interest” ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit • all principals, partners, officers, or directors of the business entity or their spouses • any subsidiaries directly or indirectly controlled by the business entity • IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs).

When the business entity is a natural person, “a contribution by that person’s spouse or child, residing therewith, shall be deemed to be a contribution by th e business entity.” [ N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the d
isclosure.

Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an a
mount to be determined by the Commission which may be based upon the amount that the business entity failed to report.

T
he enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official an
d/or candidate campaign committees are affected by the disclosure requirement. It is the contractor’s responsibility to i
dentify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement.

T
he enclosed form, a content-consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor’s submission and is disclosable to the public under the Open Public R
ecords Act.

The contractor m ust also co mplete th e attached S tockholder D i sclosure Certification. This will assist th e agency in meeting its obligations under the law. NOTE: This se ction does n ot apply to Board of Education contracts. * N.J.S.A. 19:44A-3(s): “The term "legislative leadership co mmittee" means a committee established, au t horized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General A
ssembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures.” Requirements for National Cooperative Contract
Doc #4, continued
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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Required Pursuant to N.J.S.A. 19:44A-20.26
This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract.

Part I – Vendor Information
Vendor Name:

Address:

City: State: Zip:

The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form.
_______________
________ _______________________ ________________________ Signature Printed Name Title
Part II – Contribution Disclosure
Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit.  Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Dollar Amount
$
 Check here if the information is continued on subsequent page(s) Doc #4, continued
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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
Li
st of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26
Cou
nty Name:

State: Governor, and Legislative Leadership Committees
Legislative District #s:

State Senator and two members of the General Assembly per district.

Count
y:

Freeholders County Clerk Sheriff
{County Executive} Surrogate
Muni
cipalities (Mayor and members of governing body, regardless of title):

USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD

FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A
COUNTY-BASED, CUSTOMIZABLE FORM.

Doc #4, continued
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NIA PARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #5

STOCKHOLDER DISCLOSURE CERTIFICATION
Name of Business:
 I certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned.

OR
 I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned.

Check the box that represents the type of business organization:
Partnership Corporation Sole Proprietorship
Limited Partnership Limited Liability Corporation Limited Liability Partnership Subchapter S Corporation
Si
gn and notarize the form below, and, if necessary, complete the stockholder list below.

Stockholders:

Name: Name:

Home Address: Home Address:

Name: Name:

Home Address: Home Address:

Name: Name:

Home Address: Home Address:

Subscribed and sworn before me this ___ day of ___________, 2__.
(N
otary Public)
My
Commission expires:
_________________________________
(Affiant)
________________________________
(Print name & title of affiant)
(Corporate Seal)
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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #6
Certification of Non-Involvement in Prohibited Activities in Iran Pursuant to N.J.S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32 – 56(e) (3)), is listed on the Department of the Treasury’s List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither is involved in any of the investment activities set forth in N.J.S.A. 52:32 – 56(f).

Of
ferors wishing to do business in New Jersey through this contract must fill out the Certification of Non-Involvement in Prohibited Activities in Iran here:
http://www.state.nj.us/humanservices/dfd/info/standard/fdc/disclosure_investmentact.pdf.

Of
ferors should submit the above form completed with their proposal.

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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #7

NEW JERSEY BUSINESS REGISTRATION CERTIFICATE
(N.J.S.A. 52:32-44)
Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. http
://www.state.nj.us/treasury/revenue/forms/njreg.pdf
Attachment B
OMNIA Partners Exhibit – Terms applicable to all Non-University of California Entities a. Ricoh Master Lease Agreement (OMNIA Sample)
b. Ricoh Product Schedule (OMNIA Sample)
c. Ricoh Product Schedule with Purchase Option (tax exempt) (OMNIA Sample) d. Ricoh Product Schedule with Purchase Option
e. Ricoh Image Management Schedule (OMNIA Sample)
f. Ricoh Loan Agreement (OMNIA Sample)
g. Ricoh Master Services Agreement (OMNIA Sample)
h. Ricoh Master Maintenance & Sale Agreement (OMNIA Sample) i. Ricoh Service Order (OMNIA Sample)
j. Ricoh Professional Services Statement of Work (SOW) (OMNIA Sample) k. Ricoh Digital Imaging Statement of Work (SOW) (OMNIA Sample) l. Ricoh Purchase Order Language for Leasing (OMNIA Sample) m. Ricoh Purchase Order Language for Purchase (OMNIA Sample) These agreements may be Amended from time to time with approval, and will be posted on the OMNIA Partners Public Sector Ricoh microsite - https://public.omniapartners.com/suppliers/ricoh/overview.

MSTLSE OMNIA-MA 01.21 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. . Page 1 of 4

___________
Customer Initials

Number: _____________________________

CUSTOMER INFORMATION

Full Legal Name

Address

City

State

Zip

Contact

Telephone Number

Federal Tax ID Number* Facsimile Number

E-mail Address
(Do Not Insert Social Security Number)
*Not required for State and Local Government entities.

This OMNIA Partners Public Sector Master Lease Agreement (“Lease Agreement”) has been written in clear, easy to understand English. When we use the words “you”, “your” or “Customer” in this Lease Agreement, we mean you, our customer, as indicated above. When we use the words “we”, “us” or “our” in this Lease Agreement, we mean Ricoh USA, Inc. (“Ricoh”) or, if we assign this Lease Agreement or any Schedules execut ed in accordance with this Lease Agreement, pursuant to Section 13 below, the Assignee (as defined below). Our corporate office is located at 300 Eagleview Blvd #200, Exton, PA 19341.

1. Agreement. This Lease Agreement is executed pursuant to the contract by and between Ricoh USA, Inc. and The Regents of the University of California, a California public corporation (“UC”) on behalf of the University of California; and National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector Omnia. and all public agencies, non-profits and higher education entities (“Participating Public Agencies”), having a Purchasing Agreement number 2021002788 and the contract period is from January 15, 2021 to January 14, 2026 (the “Contract Period”) , including any and all exercised renewal periods , (the “Contract”).

Notwithstanding the foregoing, any Schedule entered into during the Contract Period shall continue in full force and effect for the entire lease term set forth in the Schedule.

We agree to lease or rent, as specified in any equipment schedule executed by you and us and incorporating the terms of this Lease Agreement by reference (a “Schedule”), to you, and you agree to lease or rent, as applicable, from us, subject to the terms of this Lease Agreement and such Schedule, the personal and intangible property described in such Schedule . The personal and intangible property described on a Schedule (together with all attachments, replacements, parts, substitut ions, additions, repairs, and accessories incorporated in or affixed to the property and any license or subscriptio n rights associated with the property) will be collectively referred to as “Product .” The manufacturer of the tangible Product shall be referred to as the “Manufacturer.” To the extent the Product includes intangible property or associated services such as periodic software licenses and prepaid data base subscription rights, such intangible property shall be referred to as the “Software.”

2. Schedules; Delivery and Acceptance . This Lease Agreement shall consist of the terms and conditions of the Contract and this Lease Agreement and any Schedule issued pursuant thereto. As it pertains to this Lease Agreement, the order of precedence of the component parts of the Lease Agreement shall be as follows: (a) the terms and conditions of this Lease Agreement and Schedule issued pursuant thereto, and (b) the terms and conditions of the Contract. The foregoing order of precedence shall govern the interpretation of this Lease Agreement in cases of conflict or inconsistency therein. Each Schedule that incorporates this Lease Agreement shall be governed by the terms and conditions of this Lease Agreement and the Contract, as well as by the terms and conditions set forth in such individual Schedule. Each Schedule shall constitute a complete agreement separate and distinct from this Lease Agreement and any other Schedule. In the event of a conflict between the terms of this Lease Agreement and any Schedule, the terms of such Schedule shall govern and control, but only with respect to the Product subject to such Schedule. The termination of this Lease Agreement will not affect any Schedule executed prior to the effective date of such termination. When you receive the Product, you agree to inspect it to determine it is in good working order. Scheduled Payments (as specified in the applicable Schedule) will begin on the Product delivery and acceptance date (“Effective Date”). You agree to sign and return to us a delivery and acceptance certificate (which, at our request, may be done electronically) within three (3) business days after any Product is installed.

3. Term; Payments.

(a) The first scheduled Payment (as specified in the applicable Schedule) (“Payment”) will be due on the Effective Date or such later date as we may designate. The remaining Payments will be due on the same day of each subsequent month, unless otherwise specified on the applicable Schedule. To the extent not prohibited by applicable law, if any Payment or other amount payable under any Schedule is not received within ten (10) days of its due date, you will pay t o us, in addition to that Payment, a one- time late charge of 5% of the overdue Payment (but in no event greater than the maximum amount allowed by applicable law). To the extent not prohibited by applicable law, you agree to pay $25.00 for each check returned for insufficient funds or for any other reason. (b) In the event that Customer terminates the Maintenance Agreement (as hereunder defined) between Customer and the Servicer relating to the Product provided hereunder due to a material breach by Servicer of its service obligations, including any Product service levels specified therein, which remained uncured for thirty (30) days following written notice of breach (in the manner expressly permitted by and in accordance with such Maintenance Agreement), Ricoh shall use reasonable efforts to assist Customer in selecting a replacement Servicer. This Section 3(b) shall not alter, restrict, diminish or waive the rights, remedies or benefits that Customer may have against Servicer under the Maintenance Agreement.
(c) A Schedule may be terminated in whole or in part by the Customer in accordance with this Section 3(c) whenever the Customer shall determine that such a termination is in the best interest of the Customer. Any such termination shall be effected by delivery to Ricoh, at least thirty (30) wo rking days prior to the effective date of such termination date, of a notice of termination specifying the extent to which performance shall be terminated. In the event of such termination, Customer agrees to return the Product to us in the manner required under Section 14 of this Lease Agreement and to pay to us (as compensation for loss of our bargain and not as a penalty), with respect to such terminated Product, financed Software and any Software Licenses, an amount which shall be equal to the monthl y Payment for such Product, financed Software and/or Software License, as applicable, times the number of months remaining in the term of such Schedule (or any renewal of such Schedule) and/or any financing agreement with respect to the financed Software and/or Software License, plus any other amounts then due and payable under this Lease Agreement, Schedule and/or financing agreement with respect to such Product, Software and/or Software License, including, but not limited to, any lease payments and maintenance payments.

Ricoh shall supply the Customer with the actual number of Payments remaining and the total amount due, and the Customer shall be relieved of all unpaid amounts for anticipated profit on unperformed services under any Maintenance Agreement (including any amount included in the monthly Payment that is attributable to maintenance, supplies, or any other service cost).

Ricoh USA, Inc.
300 Eagleview Blvd #200
Exton, PA 19341
OMNIA Partners Public Sector Master Lease Agreement

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(d) You also agree that, except (a) as set forth in Section 18 below entitled “State and Local Government Provisions” and (b) for the best interest of the Customer as set forth in Section 3(c), THIS IS AN UNCONDITIONAL, NON-CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ON ANY SCHEDULE TO THIS LEASE AGREEMENT. All Payments to us are “net” and unconditional and are not subject to set off, defense, counterclaim or reduction for any reason. You agree that you will remit payments to us in the form of company checks (or personal checks in the case of sole proprietorships), direct debit or wires only. You also agree that cash and cash equivalents are not acceptable forms of payment for this Lease Agreement or any Schedule and that you will not remit such forms of payment to us. Payment in any other form may delay processing or be returned to you. Furthermore, only you or your authorized agent as approved by us will remit payments to us.

4. Product Location; Use and Repair . You will keep and use the Product only at the Product Location shown in the applicable Schedule. You will not move the Product from the location specified in the a pplicable Schedule or make any alterations, additions or replacements to the Product without our prior written consent, which consent will not be unreasonably withheld. At your own cost and expense, you will keep the Product eligible for any Manufacturer’s certification as to maintenance and in compliance with applicable laws and in good condition, except for ordinary wear and tear. You shall engage Ricoh, its subsidiaries or affiliates, or an independent third party (the “Servicer”) to provide maintenance and support services pursuant to a separate agreement for such purpose (“Maintenance Agreement” ). You may make alterations, additions or replacements (collectively, “Additions”) and add Software to the Product provided that such Additions and Software do not impair the value or originally intended function or purpose of the Product and is not subject to any lien or security interest in favor of any other party; provided, further, that you remove such Additions and Software at your own cost and expense at the expiration or termination of the applicable Schedule. All Additions and Software which are not removed at the expiration or termination of the applicable Schedule will become part of the Product and our property at no cost or expe nse to us. We may inspect the Product upon proper notice to the customer at any reasonable time during normal working hours.

5. Taxes and Fees. To the extent not prohibited by applicable law and unless and to the extent you are exempt and provide a valid exemption certificate to us, in addition to the payments under this Lease Agreement, you agree to pay all taxes (other than property taxes), assessments, fees and charges go vernmentally imposed upon our purchase, ownership, possession, leasing, renting, operation, control or use of the Product. If we are required to pay upfront sales or use tax and you opt to pay such tax over the term of the lease and not as a lump sum at lease inception, then you agree to pay us a “Sales Tax Administrative Fee” equal to 3.5% of the total tax due per year, to be included as part of the Payment. A valid sales and use tax exemption certificate must be provided to us within ninety (90) days of the first invoice to receive a credit/waiver of sales tax.

6. Warranties. We transfer to you, without recourse, for the term of each Schedule, any written warranties made by the Manufacturer or Software Supplier (as defined in Section 10 of this Lease Agreement) with respect to the Product leased or rented pursuant to such Schedule. YOU ACKNOWLEDGE THAT YOU HAVE SELECTED THE

PRODUCT BASED ON YOUR OWN JUDGMENT AND YOU HEREBY AFFIRMATIVELY DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION CONCERNING THE PRODUCT MADE TO YOU. However, if you enter into a Maintenance Agreement with Servicer with respect to any Product, no provision, clause or paragraph of this Lease Agreement shall alter, restrict, diminish or waive the rights, remedies or benefits that you may have against Servicer under such Maintenance Agreement. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AS TO US AND OUR ASSIGNEE, YOU LEASE OR RENT THE PRODUCT “AS-IS.” The only warranties, express or implied, made to you are the warranties (if any) made by the Manufacturer and/or Servicer to you in any documents, other than this Lease Agreement, executed by and between the Manufacturer and/or Servicer and you. YOU AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY,

WE ARE NOT RESPONSIBLE FOR, AND YOU WILL NOT MAKE ANY CLAIM AGAINST US FOR, ANY CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES.

7. Loss or Damage. You are responsible for any theft of, destruction of, or damage to the Product (collectively, “Loss”) from any cause at all, whether or not insured, from the time of Product delivery to you until it is delivered to us at the end of the term of the Schedule. You are required to make all Payments even if there is a Loss. You must notify us in writing immediately of any Loss. T hen, you shall be responsible to either (a) repair the Product so that it is in good condition and working order, eligible for any Manufacturer’s certification, (b) pay us the amounts specified in Section 12 below, or (c) replace the Product with equipment of like age and capacity.

8. Liability and Insurance. You agree to maintain insurance, through self-insurance or otherwise, to cover the Product for all types of loss, including, without limitation, theft, in an amount not less than the full replacement value and you will name us as an additional insured and loss payee on your insurance policy. In addition, you agree to mainta in comprehensive public liability insurance, which, upon our request, shall be in an amount acceptable to us and shall name us a s an additional insured. Such insurance will provide that we will be given thirty (30) days advance notice of any cancellation. Upon our request, you agree to provide us with evidence of such insurance in a form reasonably satisfactory to us. If you fail to m aintain such insurance or to provide us with evidence of such insurance, we may (but are not obligated to) obtain insurance i n such amounts and against such risks as we deem necessary to protect our interest in the Product. Such insurance obtained by us will not insure you against any claim, liability or loss related to your interest in the Product and may be cancelled by us at any time. You agree to pay us an additional amount each month to reimburse us for the insurance premium and an administrative fee , on which we or our affiliates may earn a profit. In the event of loss or damage to the Product, you agree to remain respon sible for the Payment obligations under this Lease Agreement until the Payment obligations are fully satisfied.

9. Title; Recording. We are the owner of and will hold title to the Product (except for any Software). You will keep the Product free of all lie ns and encumbrances. Except as reflected on any Schedule, you agree that this Lease Agreement is a true lease . However, if any Schedule is deemed to be intended for security, you hereby grant to us a purchase money security interest in the Product covered by the applicable Schedule (including any replacements, substitutions, additions, attachments and proceeds) as security for the payment of the amounts under each Schedule. You authorize us to file a copy of this Lease Agreement and/or any Schedule as a financing statement, and you agree to promptly execute and deliver to us any financing statements covering the Product that we may reasonably require; provided, however, that you hereby authorize us to file any such financing statement without your authentication to the extent permitted by applicable law.

10. Software or Intangibles. To the extent that the Product includes Software, you understand and agree that we have no right, title or interest in the Software, and you will comply throughout the term of this Lease Agreement with any license and/or other agreement (“Software License”) entered into with the supplier of the Software (“Software Supplier”).

You are responsible for entering into any Software License with the Software Supplier no later than the Effective Date; provided, however, if you do not enter into the Software License, then we may choose not to lease such Software to you under this Lease Agreement.

11. Default. Each of the following is a “Default” under this Lease Agreement and all Schedules: (a) you fail to pay any Payment or any other amount within thirty (30) days of its due date, (b) any representation or warranty made by you in this Lease Agreement is false or incorrect and/or you do not perform any of your ot her obligations under this Lease Agreement or any Schedule and/or under any other agreement with us or with any of our affiliates and this failure continues for thirty (30) days after we have notified you of it, (c) a petition is filed by or against you or any guarantor under any bankruptcy or insolvency law or a trustee, receiver or liquidator is appointed for you, any guarantor or any substantial part of your assets, (d) you or any guarantor makes an assignment for the benefit of creditors, (e) any guarantor dies, stops doing business as a going concern or transfers all or substantially all of such guarantor’s assets, or (f) you stop doing business as a going concern or transfer all or substantially all of your assets.

12. Remedies. If a Default occurs, we may do one or more of the following: (a) we may cancel or terminate this Lease Agreement and/or any or all Schedules; (b) we may require you to immediately pay to us, as compensation for loss of our bargain and not as a penalty, a sum equal to: (i) all past due Payments and all other amounts then due and payable under this Lease Agreement or any Schedule; and (ii) the present value of all unpaid Payments for the remainder of the term of each Schedule p lus the present value of our anticipated value of the Product at the end of the initial term of any Schedule (or any renewal of such Schedule), each discounted at a rate equal to 3% per year to the date of default, and we may charge you interest on all amounts due us from the date of default until paid at the rate of 1.5% per month, but in no event more than the maximum rate

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permitted by applicable law. We agree to apply the net proceeds (as specified below in this Section) of any disposition of the Product to the amounts that you owe us; (c) we may require you to deliver the Product to us as set forth in Section 14; (d) to the extent not prohibited by applicable law, we or our representative may peacefully repossess the Product without a court order (it being agreed that we will provide you with written notice of Default prior to initiating recovery of the Product and will endeavor to contact you telephonically to schedule a convenient time to recover the Product); (e) we may exercise any and all other rights or remedies available to a lender, secured party or lessor under the Uniform Commercial Code (“UCC”), including , without limitation, those set fort h in A rticle 2A of the UCC, and at law or in equity; (f) we may immediately terminate your right to use the Software including the disabling (on-site or by remote communication) of any Software; (g) we may demand the immediate return and obtain possession of the Software and re-license the Software at a public or private sale; (h) we may cause the Software Supplier to terminate the Software License, support and other services under the Software License, and/or (i) at our option, we may sell, re-lease, or otherwise dispose of the Product under such terms and conditions as may be acceptable to us in our discretion. If we take possession of the Product (or any Software, if applicable), we may sell or otherwise dispose of it with or without notice, at a public or private disposition, and to apply the net proceeds (after we have deducted all costs, including reasonable attorneys’ fees) to the amounts that you owe us. You agree that, if notice of sale is required by law to be given, five (5) days’ notice shall constitute reasonable notice. If applicable, you will remain responsible for any deficiency that is due after we have applied any such net proceeds. To the extent permitted by applicable law, in the event an action is brought to enforce or interpret this Lease Agreement, the prevailing party shall be entitled to reimbursement of all costs including, but not limited to, reasonable attorney fees and court costs incurred.

13. Ownership of Product; Assignment . YOU HAVE NO RIGHT TO SELL, TRANSFER, ENCUMBER, SUBLET OR ASSIGN THE PRODUCT OR THIS LEASE AGREEMENT OR ANY SCHEDULE WITHOUT OUR PRIOR WRITTEN CONSENT (which consent shall not be unreasonably withheld). You agree that we may sell or assign all or a portio n of our interests , but not our obligations, in the Product and/or this Lease Agreement or any Schedule with out notice to you even if less than all the Payments have been assigned. In the event the remit to address for Payments is changed during the term of this Lease Agreement or any Schedule, then Ricoh or the Assignee will provide notice to you. In that event, the assignee (the “Assignee”) will have such rights as we assign to them but none of our obligations (we will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that you may have against us. No assignment to an Assignee will release Ricoh from any obligations Ricoh may have to you hereunder. The Maintenance Agreement you have entered into with a Servicer will remain in full force and effect with Servicer and will not be affected by any such assignment. You acknowledge that the Assignee did not manufacture or design the Product and that you have selected the Manufacturer, Servicer and the Product based on your own judgment.

14. Renewal; Return of Product . UNLESS EITHER PARTY NOTIFIES THE OTHER IN WRITING AT LEAST THIRTY (30) DAYS, BUT NOT MORE THAN ONE HUNDRED TWENTY (120) DAYS, PRIOR TO THE EXPIRATION OF THE MINIMUM TER M OR EXTENSION OF SUCH SCHEDULE, AFTER THE MINIMUM

TERM OR ANY EXTENSION OF ANY SCHEDULE TO THIS LEASE AGREEMENT, SUCH SCHEDULE WILL AUTOMATICALLY RENEW ON A MONTH-TO- MONTH BASIS; PROVIDED, HOWEVER, THAT AT ANY TIME DURING ANY MONTH- TO-MONTH RENEWAL, WE HAVE THE RIGHT, UPON THIRTY (30) DAYS NOTICE, TO DEMAND THAT THE PRODUCT BE RETURNED TO US IN ACCORDANCE WITH THE TERMS OF THIS SECTION 14. Notwithstanding the foregoing, nothing herein is intended to provide, nor shall be interpreted as providing, (a) you w ith a legally enforceable option to extend or renew the terms of this Lease Agreement or any Schedule, or (b) us with a legally enforceable option to compel any such extension or renewal. At the end of or upon termination of each Schedule, you shall immediately make arrangements to have the Product subject to such expired Schedule picked up by us (or our designee), in as good condition as when you received it, except for ordinary wear and tear. Ricoh (or our designee) shall bear shipping charges. You must pay additional monthly Payments at the same rate as then in effect under a Schedule, until (i) you provide notice to us prior to the expiration of the minimum term or extension of any Schedule and (ii) the Product is picked up by us or our designees and is received in good condition and working order by us or our designees. Notwithstanding anything to the contrary set forth in this Lease Agreement, the parties acknowledge and agree that we shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, imag es or content retained by or resident in any Products leased by you hereunder, whether through a digital storage device, hard drive or other electronic medium (“Data Management Services”). If desired, you may engage Ricoh to perform Data Management Services at then-prevailing contracted rates pursuant to your Maintenance Agreement or other agreement with Ricoh. You acknowledge that you are responsible for ensuring your own compliance with legal requirements in connection with data retention and protection and that we do not provide legal advice or represent that the Products will guarantee compliance with such requirements. The selection, use and design of any Data Management Services, and any decisions arising with respect to the deletion or storage of data, as well as the loss of any data resulting therefrom, shall be your sole and exclusive responsibility

15. Miscellaneous. It is the intent of the parties that this Lease Agreement and any Schedule shall be deemed and constitute a “finance lease” as defined under and governed by Article 2A of the UCC. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. YOU AGREE THAT THE TERMS AND CONDITIONS

CONTAINED IN THE CONTRACT, THIS LEASE AGREEMENT, AND IN EACH SCHEDULE MAKE UP THE ENTIRE AGREEMENT BETWEEN US REGARDING

THE LEASING OR RENTAL OF THE PRODUCT AND SUPERSEDE ALL PRIOR WRITTEN OR ORAL COMMUNICATIONS, UNDERSTANDINGS OR

AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION, PURCHASE ORDERS. Any purchase order, or other ordering documents, will not modify or affect this Lease Agreement or any Schedule, nor have any other legal effect and shall serve only the purpose of identifying the equipment ordered. You authorize us to supply any missing “configure to order” number (“CTO”), other equipment identification numbers (including, without limitation, serial numbers), agreement/schedule identification numbers and/or dates in this Lease Agreement or any Schedule. You acknowledge that you have not been induced to enter into this Lease Agreement by any representation or warranty not expressly set forth in this Lease Agreement. Neither this Lease Agreement nor any Schedule is binding on us until we sign it. ANY CHANGE IN ANY OF THE TERMS AND CONDITIONS OF THIS LEASE AGREEMENT OR ANY SCHEDULE MUST BE IN WRITING AND SIGNED BY BOTH PARTIES. If we delay or fail to enforce any of its rights under this Lease Agreement with respect to any or all Schedules, we will still be able to enforce those rights at a later time. All notices shall be given in writing and sent either (a) by c ertified mail, return receipt requested, or recognized overnight delivery service, postage prepaid, addressed to th e party receiving the notice at the address shown on the front of this Lease Agreement, or (b) by facsimile transmission, with oral confirmation, to the facsimile number shown below such party’s signature on this Lease Agreement. Either party may change its address or facsimile number by giving written notice of such change to the other party. Notices shall be effective on the date sent. Each of our r espective rights and indemnities will survive the termination of this Lease Agreement and each Schedule. If more than one customer has signed this Lease Agreement or any Schedule, each customer agrees that its liability is joint and several. It is the express intent of the parties not to violate any applicable usury laws or to exceed the maxim um amount of time price differential or interest, as applicable, permitted to be charged or collected by applicable law, and any such excess payment will be applied to payments in the order of maturity, and any remaining excess will be refunded to you. We make no representation or warranty of any kind, express or implied, with respect to the legal, tax or accounting treatment of this Lease Agreement and any Schedule and you acknowledge that we are an independent contractor and not your fiduciary. You will obtain your own legal, tax and accounting advice related to this Lease Agreement or any Schedule and make your own determination of the proper accounting treatment of this Lease Agreement or any Schedule. We may receive compensation from the Manufacturer or supplier of the Product in order to enable us to reduce the cost of leasing or renting the Product to you under this Lease Agreement or any Schedule below what we otherwise would charge. If we received such compensation, the reduction in the cost of leasing or renting the Product is reflected in the Minimum Payment specified in the applicable Schedule. To the fullest extent permitted by applicable law, you authorize us or our agent to obtain credit reports and make credit inquiries regarding you and your financial condition and to provide your information, including payment history, to our assignee and th ird parties having an economic interest in this Lease Agreement, any Schedule or the Product.

16. Governing Law; Jurisdiction; Waiver of Trial By Jury and Cer tain Rights and Remedies Under T he Uniform Commercial Code . YOU AGREE THAT THIS LEASE

AGREEMENT AND ANY SCHEDULE WILL BE GOVERNED UNDER THE LAW FOR THE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED. YOU ALSO CONSENT TO THE VENUE AND NON-EXCLUSIVE JURISDICTION OF ANY COURT LOCATED IN THE STATE WHERE

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YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED TO RESOLVE ANY CONFLICT UNDER THIS LEASE AGREEMENT. TO THE EXTENT

NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES TO THIS LEASE AGREEMENT EACH WAIVE THE RIGHT TO TRIAL BY JURY IN THE EVENT OF A LAWSUIT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A CUSTOMER OR LESSEE BY SECTIONS 508-522 OF ARTICLE 2A OF THE UCC THAT YOU MAY HAVE AGAINST US (BUT NOT AGAINST THE MANUFACTURER OF THE PRODUCT).TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ASK TO SEE IDENTIFYING DOCUMENTS.

17. Counterparts; Facsimiles. Each Schedule may be executed in counterparts. The counterpart which has our original signature and/or is in our possession or control shall constitute chattel paper as that term is defined in the UCC and shall constitute the original agreement for all purposes, including, without limitation, (a) any hearing, trial or proceeding with respect to such Schedule, and (b) any determination as to which version of such Schedule constitutes the sing le true original item of chattel paper under the UCC. If you sign and transmit a Schedule to us by facsimile or other electronic transmission, the facsimile or such electronic transmission of such Schedule, upon execution by us (manually or electronically, as applicable), shall be binding upon the parties. You agree that the facsimile or other electronic transmission of a Schedule containing your facsimile or other electronically transmitted signature, which is manually or electronically signed by us, shall constitute the original agreement for al l purposes, including, without limitation, those outlined above in this Section. You agree to deliver to us upon our request the counterpart of such Schedule containing your original manual signature.

18. State and Local Government Provisions. If the Customer is a State or political subdivision of a State, as those terms are defined in Section 103 of the Internal Revenue Code, the following additional terms and conditions shall apply:

(a) Essentiality. During the term of this Lease Agreement and any Schedule, the Product will be used solely for the purpose of performing one or more governmental or proprietary functions consistent with the permissible scope of your authority. You represent and warrant that the use of the Product is essential to performing such governmental or proprietary functions.

(b) Non-Appropriation/Non-Substitution. (i) If your governing body fails to appropriate suff icient monies in any fiscal period for rentals and other payments coming due under a Schedule to this Lease Agreement in the next succeeding fiscal period for any equipment which will perform services and functions which in whole or in part are essentially the same services and functions performed by the Product covered by any such Schedule, then a “Non-Appropriation” shall be deemed to have occurred. (ii) If a Non-Appropriation occurs, then: (A) you must give us immediate notice of such Non-Appropriation and provide written notice of such failure by your governing body at least sixty (60) days prior to t he end of the then current fiscal year or if Non -Appropriation has not occurred by such date, immediately upon Non-Appropriation, (B) no later than the last day of the fiscal year for which appropriations were made for the rental due under any Schedule to this Lease Agreement (the “Return Date”), you shall make available to us (or our designee) all, but not less than all, of the Product covered by such Schedule to this Lease Agreement, at your sole expense, in accordance with the terms hereof; and (C) any Schedule to this Lease Agreement shall terminate on the Return Date without penalty or expense to you and you shall not be obligated to pay the rentals beyond such fiscal year, provided that (x) you shall pay any and all rentals and other payments due up through the end of the last day of the fiscal year for which appropriations were made and ( y) you shall pay month-to-month rent at the rate set forth in any such Schedule for each month or part thereof that you fail to make available to us (or our designee) the Product as required herein. (iii) Upon any such Non-Appropriation, upon our request, you will provide an opinion of independent counsel or other legally designated authority (who shall be reasonably acceptable to us), in form reasonably acceptable to u s, confirming the Non -Appropriation and providing reasonably sufficient proof of such Non-Appropriation.

(c) Funding Intent. You represent and warrant to us that you presently intend to continue this Lease Agreement and any Schedule hereto for the entire term of such Schedule and to pay all rentals relating to such Schedule and to do all things lawfully within your power to obtain and maintain funds from which the rentals and all other payments owing under such Schedule may be made. The parties acknowledge that appropriation for rentals is a governmental function to w hich you cannot contractually commit yourself in advance and this Lease Agreement shall not constitute such a commitment. To the extent permitted by law, the person or entity in charge of preparing your budget will include in the budget request for each fiscal year during the term of each Schedule, respectively, to this Lease Agreement an amount equal to the rentals (to be used for such rentals) to become due in such fiscal year, and will use all reasonable and lawful means available to secure the appropriation of money for such fiscal year sufficient to pay all rentals coming due during such fiscal year.

(d) Authority and Authorization. (i) You represent and warrant to us that: (A) you are a State or political subdivision of a State, as those terms are defined in Section 103 of the Internal Revenue Code; (B) you have the power and authority to enter into this Lease Agreement and all Schedules to this Lease Agreement; (C) this Lease Agreement and all Schedules to this Lease Agreement have been duly authorized, executed and delivered by you and constitute vali d, legal and binding agreement(s) enforceable against you in accordance with their terms; and (D) no further approval, consent or withholding of objections is required from any governmental authority with respect to this Lease Agreement or any Schedule to this Lease Agreement. (ii) If and to the extent required by us, you agree to provide us with an opinion of independent counsel or other legally designated authority (who shall be reasonably acceptable to us) confirming the foregoing and other related matters, in form and substance acceptable to us. (iii) You agree to take all required actions and to file all necessary forms, including IRS Forms 8038 -G or 8038-GC, as applicable, to preserve the tax exempt status of this Lease Agreement and all Schedules thereto. (iv) You agree to provide us with any other documents that we may reasonably request in connection with the foregoing and this Lease Agreement.

(e) Assignment. You agree to acknowledge any assignment to the Assignee in writing, if so requested, and, if applicable, to keep a complete and accurate record of all such assignments in a manner that complies with Section 149(a) of the Internal Revenue Code and the regulations promulgated thereunder.

IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the dates set forth below.

THE PERSON SIGNING THIS LEASE AGREEMENT ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO.

CUSTOMER
By: X_________________________________________________________ Authorized Signer Signature

Printed Name: __________________________________________________

Title: ________________________________________ Date: ___________

Facsimile Number: ______________________________________________

Accepted by: RICOH USA, INC.

By: ___________________________________________________________ Authorized Signer Signature

Printed Name: __________________________________________________

Title: ________________________________________ Date: ___________

Facsimile Number: ______________________________________________

V1.0 Ricoh USA, Inc.| Insert Customer Name 1

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Statement of Work
Pursuant to Omnia
Partners Public Sector

Created for:

Project Name:

Author Name/date:

V1.0 Ricoh USA, Inc.| Insert Customer Name | 2

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Table of Contents
INTRODUCTION ........................................................................................................................................... 3 PROJECT OBJECTIVE ................................................................................................................................ 3 PROJECT SCOPE ........................................................................................................................................ 3 SERVICES INCLUDED IN THE PROJECT SCOPE ................................................................................................ 3 CUSTOMER LOCATION ................................................................................................................................. 3 SERVICES DETAIL/PROJECT SCOPE ...................................................................................................... 4 PROJECT MANAGEMENT .............................................................................................................................. 4 PRODUCTION ROLLOUT ................................................................................................................................ 4 CUSTOMER ROLES AND RESPONSIBILITIES ......................................................................................... 4 CUSTOMER ROLES ...................................................................................................................................... 4 COMPLETION CRITERIA ............................................................................................................................ 5 SPECIFIC DELIVERABLE CRITERIA. ............................................................. ERROR! BOOKMARK NOT DEFINED.

ACCEPTANCE CRITERIA ............................................................................................................................... 5 CHANGE CONTROL .................................................................................................................................... 5 FEES .......................................................................................................................................................... 5 PAYMENT SCHEDULE................................................................................. ERROR! BOOKMARK NOT DEFINED.

TERMS AND CONDIITONS ......................................................................................................................... 5

SOW Log Number: Insert Number

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Introduction
Ricoh USA, Inc. (“Ricoh”) has prepared the following Statement of Work (“SOW”) to detail services for the Insert Project Name (the “Project”) at Insert Customer Name. (“Customer”).

Ricoh has outlined the Project scope and costs for the Project. The service costs outlined in this document are based on Ricoh’s experience and preliminary information received from Customer . The information in this SOW supersedes all previous estimates or verbal discussions on the Project.

Project Objective
Insert Obejectives
• Bullet #1

Project Scope

Services included in the project scope
Insert Scope
• Bullet #1

Customer Location
The following Customer location is included in the scope of this Project.

123 Main Street
Anywhere, USA 12345

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Services Detail/Project Scope
The following are the services and tasks that Ricoh will provide in fulfillment of the defined deliverables (the “Services”) of this project described in this SOW. Ricoh shall provide the Services at the Customer location set forth herein or on a remote basis. Estimated delivery and/or service schedules contained in this SOW are non-binding estimates.

1. Project Management
• Insert Details

2. Production Rollout
• Insert Details

Customer Roles and Responsibilities

Customer Roles
Insert Customer Roles and Responsibilities

V1.0 Ricoh USA, Inc.| Insert Customer Name | 5

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Completion Criteria
Insert Criteria

Acceptance Criteria

Insert Criteria

Change Control
If the Customer would like additional services or to adjust the timeframe, RICOH will be contacted and informed of such additions or changes.

Fees
• Insert Fees

Payment Schedule
Insert Payment Terms

V1.0 Ricoh USA, Inc.| Insert Customer Name | 6

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Terms & Conditions:

This SOW is executed pursuant to the contract by and between Ricoh USA, Inc. and The Regents of the University of California, a California public corporation on behalf of the University of California (“UC”) on behalf of the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector and all public ag encies, non -profits and higher education entities (“Participating Public Agencies”), having a Purchasing Agreement number ______________ and the contract period is from January 15, 2021 to January 14, 2026 (the “Contract Period”), including any and all exercised renewal periods, (the “Contract”). Notwithstanding the foregoing, any SOW entered into during the Contract Period shall continue in full force and effect for the entire term set forth in the SOW.

This SOW shall consist of the terms and conditions of the Contract and this SOW. As it pertains to this SOW, the order of precedence of the component parts of the SOW shall be as follows: (a) the terms and conditions of this SOW, and (b) the terms and conditions of the Contract. The foregoing order of precedence shall govern the interpretation of this SOW in cases of conflict or inconsistency therein.

1. On-Site Security; Insurance. While on Customer’s premises, Ricoh will comply with Customer’s reasonable workplace safety and physical security processes and procedures provided by Customer in writing prior to performance of the Services. Each party certifies that it maintains reasonable amounts of general liability, auto and personal property insurance, and workers’ compensation insurance in the amount required by law, and that such insurance will remain in effect during the term of this SOW. Upon request, each party agrees to deliver the other evidence of such insurance coverage.

2. Term; Termination. Upon signature by both parties, this SOW shall become effective on the Effective Date and shall continue in effect for the shorter of the period necessary to complete the Services or one year, unless terminated earlier as specified in this Section (the “Term”). Either party shall have the right to terminate this SOW for cause in the event of a material breach by the other party, unless such breach is cured within thirty (30) days of receipt of written notice of such breach. Either party may terminate this SOW immediately for cause upon the commencement of any voluntary or involuntary bankruptcy or insolvency proceeding by or against either pa rty. Ricoh may cancel this SOW, for convenience without cause, upon sixty (60) days prior written notice to Customer. In addition to its other legal remedies, Ricoh may suspend the performance of the Services, stop delivery of products and/or terminate this SOW for any non-payment on Customer’s accounts that continues for more than ten (10) days following the due date. In the event a SOW is terminated by Customer without cause or terminated by Ricoh for cause, Customer agrees to pay Ricoh the Fees, materials and reimbursable expenses for all non-defective Services that Ricoh provides through the date of termination. In the event a SOW is cancelled by Ricoh without cause or terminated by Customer for cause, with respect to Services for which Customer has prep aid and which Ricoh has not yet fully provided to Customer, Ricoh will provide Customer with a prorated refund. The obligations of the parties under this SOW that by their nature would continue beyond expiration, termination or cancellation of this SOW shall survive any such expiration, termination or cancellation.

Richmond City CouncilOctober 3, 2023

Richmond City Council
October 3, 2023