Sacramento City Council
June 18, 2024

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-01071 6/18/2024 Consent Item 21.

Cooperative Purchase Agreements: Maintenance, Repair and Operations (MRO) Supplies [Published for 10-Day Review 06/07/2024]
File ID: 2024-01071
Location: Citywide
Recommendation: Pass a Motion to: 1) increase the not-to-exceed amount on Cooperative Agreement NASPO #8499, 7-18-51-03 with MSC Industrial Supply Co. for MRO Supplies to $2 million through 6/30/24; 2) approve Citywide use of Omnia Partners Cooperative Agreement No. 02- 150 with MSC Industrial Supply Co. for MRO supplies through the life of the agreement for a total not -to-exceed amount of $2 million; and 3) increase not-to-exceed amount of Omnia Partners Cooperative Agreement No. WSCA 2018.000208 with Fastenal for MRO supplies to $4.8 million through June 2026.

Contact: Andrew Cata, Administrative Technician, (916) 808-5745, [email protected]; Dayana Reyes-Zanaska, Procurement Services Manager,
(916) 808-5524, [email protected]; Department of Finance Presenter: None.

Attachments:
1-Description/Analysis
2-CA Participating Addendum 7-18-51-03 - MSC Industrial Supply Co. 3-CA Participating Addendum 7-18-51-03 Extension
4-Omnia Partners No. 02-150, MSC Industrial Supply Co.
5-WSCA 2018.000208 - Fastenal
6-Amendment 3 to WSCA 2018.000208 - Fastenal
Additional Description/Analysis
Issue Detail: On August 21, 2018, Council approved Citywide use of Cooperative Agreement No.

NASPO #8499, CA Participating Addendum No. 7-18-51-03 with MSC Industrial Supply Co. as well as Cooperative Agreement No. WSCA 2018.000208 with Fastenal for the purchase of MRO supplies through the life of each contract via motion number 2018-0281.

Cooperative Agreement No. NASPO #8499, CA Participating Addendum No. 7-18-51-03 with MSC

File ID: 2024-01071 6/18/2024 Consent Item 21.

Industrial Supply Co., which was competitively bid by the State of Oregon on solicitation No. DASPS- 2183-17 was approved for a total not-to-exceed amount of $1 million. The contract was initiated on July 1, 2018, and was originally set to expire in 2019, but was extended to expire on June 30, 2024.

Citywide spend was higher than anticipated and the not-to-exceed amount approved for this agreement was not readjusted to account for the additional years added to the term of the agreement. The recommended increase to the not-to-exceed amount on this contract would allow the City to regain compliance with City policies and would cover the current amount spent and the anticipated spend through the contract’s expiration date.

As the current citywide agreement with MSC Industrial Supply Co. is set to expire on June 30, 2024, staff recommends that council also approves the new Omnia Partners Cooperative Agreement No. 02-150 with MSC Industrial Supply Co. for MRO supplies, which was competitively bid by Region 14 Education Service Center-TX on solicitation No.12-23, for a total not-to-exceed amount of $2 million.

The approval of this contract will ensure City departments have access to these supplies by way of a competitively bid agreement and provides a second citywide approved source from which to procure MRO supplies.

Cooperative Agreement No. WSCA 2018.000208 with Fastenal, which was competitively bid by the University of California on Solicitation No. RFP-MRO-UCSystemWide-Jan312018, was approved for a total not-to-exceed amount of $3 million. The contract was initiated on July 1, 2018, and has been extended, now expiring on June 30, 2026. The recommended increase to the not-to exceed amount on this contract would allow the City to regain compliance with City policies and would cover the current amount spent and the anticipated spend through the contract’s expiration date.

Each contract was issued extensions past the original expiration dates after Council approval was obtained. Citywide spend was higher than anticipated, and an administrative error resulted in these contracts being currently overspent.

Policy Considerations: The recommendations in this report are in accordance with City Code Section 3.56.240 which authorizes the City Manager, when it’s advantageous to the City, to use cooperative purchasing agreements approved by the Council to purchase supplies or non- professional services through legal contracts of other governmental jurisdictions or public agencies, eliminating the need to perform additional competitive bidding by the City of Sacramento.

The Sacramento City Code Section 4.04.020 and the City Council Rules of Procedure (Chapter 7, Section E.2.d) mandate that unless waived by a 2/3 vote of the City Council, all labor agreements, and all agreements greater than $1,000,000 shall be made available to the public at least ten (10) days prior to City Council action. This item was published for 10-day review on June 7, 2024, in compliance with the City Code.

Economic Impacts: None.

File ID: 2024-01071 6/18/2024 Consent Item 21.

Environmental Considerations:

California Environmental Quality Act (CEQA): This report concerns administrative activities that do not constitute a “project” as defined by the CEQA Guidelines Sections 15378(b)(2) and 15378(b)(4) and are not subject to the provisions of CEQA (CEQA Guidelines15060(c)(3)).

Sustainability: Not applicable.

Commission/Committee Action: None.

Rationale for Recommendation: The Department of Finance, Procurement Division is responsible for the implementation and management of citywide contracts. These contracts are utilized by most City departments to support ongoing operations in a cost-effective and streamlined manner. This report recommends using cooperative purchasing agreements to purchase MRO supplies.

Cooperative agreements allow the City to leverage purchasing power and maximize cost savings and the efficient use of staff resources. The requested increases will help City achieve compliance and will allow City staff to continue to procure MRO supplies through competitively bid contracts.

Financial Considerations: City departments will utilize operating budgets and project funding to purchase goods as required and as budget allows.

Local Business Enterprise (LBE): Fastenal is a local business enterprise as defined in the City’s Local Business Enterprise Program. MSC Industrial Supply is not a local business. The minimum LBE participation requirement does not apply to cooperative purchase agreements that have been competitively bid, evaluated, and awarded by other governmental agencies that may or may not have similar programs.

STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NO. 7-18-51-03

FACILITIES MAINTENANCE AND REPAIR & OPERATIONS (MRO) AND IDUSTRIAL

SUPPLIES
Oregon NASPO ValuePoint Master Agreement No. 8499
Sid Tool Co. dba MSC Industrial Supply Co. Inc. (Contractor)

This Participating Addendum Number 7-18-51-03 is entered into between the State of California, Department of General Services (hereafter referred to as "State" or "DGS") and Sid Tool Co. dba MSC Industrial Supply Co. (hereafter referred to as "Contractor") under the lead State of Oregon NASPO ValuePoi nt Master Agreement Number 8499.

1. SCOPE
A. This Participating Addendum covers the purchase of Janitorial Equipment & Supplies, Sanitation Cleaning Chemicals & Supplies, Fasteners, Material Handling, Plumbing, Power Sources, Outdoor Garden, Lamps & Lighting and Ballasts, Heating Ventilation Air Conditioning (HVAC), Hand Tools, Power Tools (excluding automotive related tools and products), Electrical, Paint, Security, and Safety (does not include any Public Safety Equipment) products under the Oregon NASPO Val uePoint Master Agreement. The Oregon NASPO ValuePoint Master Agreement Number 8499 is hereby incorporated by reference. Product categories included under this Participating Addendum are identified in Section 5

B. This Participating Addendum is available for use by California state agencies and political subdivisions/local governments. For the purposes of this agreement, a political subdivision/local government is defined as any city, county, city and county, district, or other local governmental body or corporation empowered to expend public funds.

C. Each political subdivision/local government is to make its own determination whether this Participating Addendum and the Oregon NASPO ValuePoint Master Agreement are consistent with its procurement policies and regulations.

2. TECHNICAL SPECIFICATIONS

Technical specifications apply to both state and local government and include recently implemented state regulations. Suppliers shall comply with all laws, regulations and technical specifications provided herein.

a. Agencies are to buy EPP products whenever they meet the agencies' needs while considering factors such as cost, performance and availability. Examples of EPP products are listed in the Department of General Services Purchasing Standards, and include but are not limited to janitorial cleaners, janitorial paper products, LED lamps, office desk lamps, seating, and televisions.

b. Environmental benefit claims concerning products or services must be consistent with the Federal Trade Commission's Guidelines for the Use of Environmental Marketing Terms. Product environmental claims are to include the industry standard the product meets and certifier. A copy of the certification must be supplied upon request if it is not publically available for verification. Products claiming environmental benefits must

Participating Addendum No. 7-18-51-03
Sid Tools Co. dba MSC Industrial Supply Co. Inc.

include the industry standard it meets within the catalog product description.

c. Thermostat products must be Energy Star certified
(https://www.energystar.gov/products/heating_cooling/programmable_thermostats ).

d. At the request of the purchaser, contractor shall provide the minimum percentage by weight, if not the exact percentage, of recycled content in each of the products and associated shipping/packaging materials sold. The recycled content shall include both post-consumer re cycled content (PCRC) and pre- consumer (post -industrial) recycled content percentages. All products sold to State Agencies shall include the recycled content, both RC and PCRC for each item purchased. Products compliant with State Agency Buy Recycled Campaign (SABRC) PCRC minimums shall be identified in the catalog product description as "SABRC Compliant". SABRC eligibility is dependent on products meeting the minimum PCRC per product category as defined in PCC§12209.

See Cal Recycled SABRC Program requirements for suppliers.

e. Consumer products containing volatile organic compounds (VOC) shall be compliant with the laws and regulations for reducing the emissions of consumer products.

Contractor is required to report sales in accordance with this regulation. [Title 17 California Code of Regulations Sections 94507- 94517. (17CCR§ 94507 -94517)] See Regulations for Reducing Emissions in Consumer Products for further information. VOC containing products shall identify the percent VOC by weight in the catalog produc t description and where available, the Global Warming Potential (GWP) for multipurpose solvents and paint thinners.

f. Indoor air cleaning devices not in compliance with the regulation for Limiting Ozone Emissions from Indoor Air Cleaning Devices] are prohibited for sale in the state of California. Prohibited products shall be identified as "Does not meet California Requirements, cannot be shipped to California." Exempted products shall state the reason the exemption applies i.e. "Solely for industrial use. P otential health hazard:
emits ozone." [17CCR§94800 - §94810]. Further manufacturer and distributer information can be found at: http://www.arb.ca.gov/rese arch/indoor/aircleaners/manufacturers.htm .

g. Aerosol Adhesives for consumer, industrial and commercial uses shall comply with the aerosol adhesive standards as specified in HSC§41712. Only adhesives and sealants that are South Coast Air Quality Management D istrict (SCAQMD), Rule #1168 and Bay Area Air Quality Management District (BAAQMD), Rule #51 compliant shall be sold to state agencies Aerosol Adhesives SCAQMD and BAAQMD compliant shall be identified and the VOC (weight per volume/grams per liter) provide d within the catalog product description.

h. The state of California regulates exhaust emissions of off -road powered equipment.

Engines and equipment offered for sale in the state of California shall be California Air Resource Board (CARS) certified and reference the CARS Executive Order (EO) number. (13CCR Chapter 9 Article 1). Examples include: lawnmowers, chainsaws, line trimmers, backpack blowers, edger, brush cutter, generators, pumps, compressors, tractors, forklifts, leaf blowers, vacuums, snow blo wers, floor polishing equipment, concrete polishers, pressure washer, tiller, etc. See California Air Resources Board Off - Road Certification Database for a list of compliant products. Off -road power equipment must be identified as "CARS Certified" and inc lude within the catalog product description its EO number.

Participating Addendum No. 7- 18-51-03
Sid Toots Co. dba MSC Industrial Supply Co. Inc.

i. High-Global Warming Potential (High -GWP) refrigerants for stationary sources are restricted for sale in the state of California. Compliance with these regulations requires the supplier to track and sell High -GWP refrigerants only to authorized purchasers. (17CCR Subarticle 5.1, §95380 -§95398.) See California Air Resources Board Refrigerant Ma nagement Program - for Regulated Refrigerants . Refrigerants must include their GWP1ooyr value within the catalog product description.

j. Appliance products not in compliance with California 2010 Appliance Efficiency Standards are prohibited for sale within t he State of California (20CCR §1601- §1609.).

Only appliances that are Energy Star® qualified shall be sold to state agencies.

Appliances must meet most recent energy Star® standards. Examples of appliances covered under the California 201O Appliance Efficiency Standards Include: central air conditioners (CAC), refrigeration products, cooking and washing products, transformer products, electronics, water heater products, fans and dehumidifiers, heat pumps, heating products, lighting products, motor products, non-central AC and HP products and plumbing products. See The California Energy Commission Appliance Efficiency Database for list of compliant products.

k. Plastic trash bags (thickness of 0.7 mil or greater) when sold in California shall contain at least 10 percent by weight PCRC material. Manufacturers and suppliers of plastic trash bags must be compliant with California Plastic Trash Bag laws (PRC§ 42290 et seq and 14CCR§ 17979 et seq Article 5.) See CalRecycled Recycled Content Plastic Trash Bag Program for a list of compliant manufacturers and suppliers. All plastic trash bags offered for sale must identify in the catalog product description the thickness (mil) and manufacturer.

I. Vacuum cleaners and deep cleaning extraction equipment shall be Carpet & Rug Institute (CRI) certified. Custodial equipment not meeting these requirements is prohibited for sale to state agencies.

m. Janitorial paper products (bathroom tissue, paper towels, paper napkins, facial tissue and general-purpose industrial wipes) offered on the state of California MRO contracts must meet the minimum requirements listed in the Department of General Services Purchasing Standard for Janitorial Supplies, Paper Products, as posted in the Buying Green website or meet the minimum PCRC and/or RC percentages listed in the Janitorial Paper Product Recycle Content Table. Janitorial paper products must identify and include in the catalog product description the percent PCRC and percent RC.

Jam·tori'aIP acer ProductR ecycIe Content Table

Commodity

PCRC % Fiber
(min)

RC% Fiber
(min).

Total RC%
(min) by
weiaht

Bathroom Tissue

30 20

40 Pacer Towels

40 40

80 Pacer Nackins

30 30

60 Facial Tissue

10 30

30

Participating Addendum No. 7-18-51-03
Sid Tools Co. dba MSC Industrial Supply Co. Inc.

General-purpose
Industrial Wipes

40 40

80 n. Chemical cleaners (soaps, cleaners, disinfectants, fresheners, sanitizers and polishes) offered on the state of California MRO contracts must meet the minimum requirements listed in the Department of General Services Purchasing Standard for Janitorial Supplies, Cleaners, as posted in the Buying Green website..

o. When buying light emitting diode (LED) bulbs choose bulbs that meet the requirements of the Voluntary California Quality LED Lamp Specification.

p. Packages, packaging components, and packaged retail-ready products offered to the State of California shall be in full compliance with all requirements of California Toxics in Packaging Prevention Act (TPPA), HSC §25214.11-§25214.26.

q. Product Take-Back
Contractor to offer product take- back options fo r all products characterized as universal waste and products must be managed per the Universal Waste Rule (California Code of Regulations (CCR), Title 22, Division 4.5, Chapter 23, Standard for Universal Waste Management). Use of take- back services shall be optional to any participating state and local agency under this contract.

r. Sustainability/Environmental Practices
Contractor to provide link to their corporate- wide sustainability policy.

3. TERM
A The term of this Participating Addendum shall begin upon s ignature approval by the State and will end June 30, 2019 or upon termination by the State, whichever occurs first.

B. Lead State amendments to extend the NASPO ValuePoint Master Agreement term date are not automatically incorporated into this Participating Addendum.

Extension(s) to the term of this Participating Addendum will be through a written amendment upon mutual agreement between the State and the Contractor.

4. TERMS AND CONDITIONS

A Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. 1) Non-IT Goo<is General Provisions (GSPD401Non-IT Commodities) effective 6/8/201o.

The seven (7) page document can be viewed at:
http://www.documents.dgs.ca.gov/pd/modellanglGPnonlT060810.pdf .

Exception: Article 11 of the General Provisions, is superseded by Section 4 (Order of Precedence) below.
2) State Departments' use of this master agreement is prohibited when there is a mandatory statewide contract for similar products. The current mandatory statewide contract with products that conflict with this NASPO ValuePoint agreement is listed in

Participating Addendum No. 7- 18-51-03
Sid Tools Co. dba MSC Industrial Supply Co. Inc.

the table below. The exception to this prohibition is when a department obtains a DGS/PD exemption approval. The State departments are responsible for verifying product availability.

Mandatory Statewide Contract

1-17-62-31A/1-17-62-31B

California Lamp Contract
Lamps/Lighting. Fluorescent
Lamps, High Pressure Soduim
lamps, Metal Halide Lamps
1-15-81-05, 1-16-81-05, 1-18-81-05 Plastic Bags Contract Plastic Bags 1-16-80-10 Paint Recycled Latex Paint Recycled latex

1-17-73-02A / 1-17-73-02B / 1-17-73-02(
food Service Supplies
Disposable

Food Service Supplies Disposable
1-13-68-03 Salt Water Softener Salt Water Softener

5. ORDER OF PRECEDENCE
In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply:

A. California Participating Addendum Number 7-18-51-03
B. Oregon NASPO ValuePoint Master Agreement Number 8499 C. Oregon Solicitation DASPS -2183-17 including all Addendums

6. AVAILABLE PRODUCTS

A. The following product category offerings from the Oregon NASPO ValuePoint Master Agreement Number 8499 are allowed under this Participating Addendum:

Category of Products

1. Janitorial Equip. & Supplies 6. Power Sources U. Power Tools (excluding automotive
related tools and
products)

2. Sanitation Cleaning Chemicals 7. Outdoor Garden 12. Electrical

3. Fasteners 8. Lamps, Lighting,
Ballasts 13. Paint

4. Material Handling

9. HVAC

14. Security
S. Plumbing 10. Hand Tools 15. Safety (does not
include any public safety
equipment)

Participating Addendum No. 7 -18-51-03
Sid Tools Co. dba MSC Industrial Supply Co. Inc.

7. RESTRICTIONS/DISALLOWED PRODUCTS AND SERVICES

A. The following restrictions apply to purchases under this Participating Addendum:

1) Public Safety Equipment
2) Automotive Related Tools and Products

8. PRICING

A. Contractor shall submit a Price List identifying all products offered under th is Participating Addendum for the State's approval.

B. The Price List shall include the following:

1) Manufacturer Part Number or Item Number
2) List Price ·
3) Discount off List Price
4) Contract Price

C. Contractor shall submit a written notice of price increases/decreases and a revised Price List for the State's approval.

D. State-approved Price List will be posted on the State's Cal eProcure website.

9. EQUIPMENT ADDITIONS/DELETIONS

A. Contractor may add or delete equipment introduced or removed from the market by the manufacturer under the following conditions:

1) Equipment is within existing awarded categories under the NASPO ValuePoint Master Price Agreement;
2) Contractor has obtained prior approval from the Oregon NASPO ValuePoint Contract Administrator; and
3) Contractor receives written approval from the California State Contract Administrator.

B. Contractor shall submit a written notice of equipment additions/deletions and a revised PSS for the State's approval prior to updating the Contractor's dedicated web site for this Participating Addendum.

C. Contractor shall not add new categories or groups of equipment or services under this Participating Addendum that were not originally included in the NASPO VALUEPOINT Master Price Agreement.

10. SMALL BUSINESS/DVBE - (AUTHORIZED RESELLERS)

A. Contractor may use State -approved Small Business/DVBE Subcontractors under this Participating Addendum for sales and service functions as defined herein.

Participating Addendum No. 7 -18-51-03
Sid Tools Co. dba MSC Industrial Supply Co. Inc.

B, For the purposes of this Participating Addendum, Small Business/DVBE Subcontractors are classified as follows:

1) "Authorized Resellers"

a. Authorized Resellers may provide quotes, accept purchase orders, fulfill purchase orders, perform maintenance/warranty services and accept payment from ordering agencies for products arid associated services offered under this Participating Addendum.
b. Authorized Resellers are responsible for sending a copy of all purchase orders and invoices to the Contractor for compliance with quarterly usage reporting and administrative fee requirements,
c. All purchase documents to Authorized Resellers shall reference the Participating Addendum Number and Contractor Name,

C, Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, even if work is performed by Servicing Subcontractors, All State policies, guidelines, and requirements s hall apply to Servicing Subcontractors,

D, Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements,

E, Subject to the approval of the State, Servicing Subcontr actors may be added on a quarterly basis during the term of the contract Contractors shall notify the State of any deleted Servicing Subcontractors or changes to current Servicing Subcontractors' contact information at any time during the contract term,

F, Contractor will be required to submit Servicing Subcontractor requests, in a format specified by the State, to the State Contract Administrator for approval

G, State-approved Servicing Subcontractors will be posted on the State's Cal eProcure website,

11. ORDERING AGENCY RESPONSIBILITIES

A State department and political subdivision/local government use of this Participating Addendum is optional

8, State departments and political subdivision/local governments must follow the ordering procedures outlined w ithin the User Instructions guide, administered by the State Contract Administrator, to execute orders against this Participating Addendum,

12. DELIVERY

A Delivery time for in- stock items should not exceed 24 -48 hours for all points within the Participating States, Non-stocked items must be delivered within 10 working days, State of California reserves the right to impose restrictions if necessary,

B, F,0,8, (Free On Board) Destination

13. INVOICING AND PAYMENT
Participating Addendum No. 7-18-51-03
Sid Tools Co. dba MSC Industrial Supply Co. Inc.

A. Payment terms for this Participating Addendum are net forty -five (45) days. Payment will be made in accordance with Non -IT Commodities General Provisions Paragraph 30 (Required Payment Date).

B. Invoices shall be sent to the address identified in the Ordering Agency's purchase order.

The State Participating Addendum Number and Ordering Agency Purchase Order Number shall appear on each invoice for all purchases placed under this Participating Addendum.

C. Contractor will accept the State of California credit card (CAL -Card) for payment of invoices.

14. USAGE REPORTING

A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the report template attached hereto as Attachment A. The report is due even when there is no activity.

B. The report shall be an Excel spreadsheet transmitted electronically to the DGS mailbox at [email protected] .

C. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected reports within five business days of the date of written notification from the State.

D. Tax must not be included in the report, even if it is on the purchase order.

E. Reports are due for each quarter as follows:

Reporting Period Due Date
JUL 1 to SEP 30 OCT31
OCT 1 to DEC 31 JAN 31
JAN 1 to MAR 31 APR 30
APR 1 to JUN 30 JUL 31

F. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this contract.

G. Amendments for term extensions may be approved only if all due reports have been submitted to the State.

15. ADMINISTRATIVE FEE

A. Contractor shall submit a check, payable to the State of California, remitted to the Cooperative Agreement Unit for the calculated amount equal to one percent (0.01) of the sales for the quarterly period.

Participating Addendum No. 7-18-51-03
Sid Tools Co. dba MSC Industrial Supply Co. Inc.

B. Contractor must include the Participating Addendum Number on the check. Those checks submitted to the State without the Participatin g Addendum Number will be returned to Contractor for additional identifying information.

C. Administrative fee checks shall be submitted to:

State of California
Department of General Services, Procurement Division
Attention: Cooperative Agreement Program
707 3rd Street, 2nd Floor, MS 2- 202.

West Sacramento, CA 95605

D. The administrative fee shall not be included as an adjustment to Contractor's NASPO ValuePoint Master Agreement pricing.

E. The administrative fee shall not be invoiced or charged to the ordering agency.

F. Payment of the administrative fee is due irrespective of payment status on orders or service contracts from a purchasing entity.

G. Administrative fee checks are due for each quarter as follows:

Reporting Period Due Date
JUL 1 to SEP 30 OCT31
OCT 1 to DEC 31 JAN 31
JAN 1 to MAR 31 APR 30
APR 1 to JUN 30 JUL 31

H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this contract.

16. CONTRACT MANAGEMENT

A. The primary Contractor Contract Manager for this Participating Addendum shall be as follows:

Contractor:

Name:

Phone:

Fax:

E-Mail:

Address:

Sid Tool Co. dba MSC Industrial
Supply Co. Inc.

Damon Perez
916 276-9397
916 617-2228
[email protected]
75 Maxess Road
Melville, NY, 11747

Participating Addendum No. 7-18-51-03
Sid Tools Co. dba MSC Industrial Supply Co. Inc.

B. The State Contract Administrator for this Participating Addendum shall be as follows:

Name:

Phone:

Fax:

E-Mail:

Address:

JJ Espinoza
916 375-4393
916 376-6371
[email protected]
State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2- 202
West Sacramento, CA 95605

C. Should the contact information for either party change, the party will provide written notice with updated information no later than ten business days after the change.

17. Termination of Agreement

The State may terminate this Participating Addendum at any time upon 30 days' prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible and intangible, as may facilitate the orderly, nondisrupted business cont inuation of each party. This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective.

18. Amendment

No amendment or variation of the terms of this Participating Addendum shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or agreement not incorporated in the Participating Addendum is binding on any of the parties.

Participating Addendum No. 7 -18-51-03
Sid Tools Co. dba MSC Industrial Supply Co. Inc.

19. Agreement

A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments , set forth the entire agreement between the parties with respect to the subject matter of all previous communi cations, representations or agreements, whether oral or written, with respect to the subject matter hereof . Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Agreement , together with its exhibits and/or amendments , shall not be added to or incorporated into this Participating Addendum or the Master Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected . The terms and conditions of this Participating Addendum and the Master Agreement and it s exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms .

B. By signing below Contractor agrees to offer the same products/and or services as on the Oregon NASPO ValuePoint Master Agreement Number 8499, at prices equal to or lower than the prices on that contract.

C. IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.

CONTRACTOR

STATE OF CALIFORNIA

Department of General Services

Angela Shell, Deputy Director
Printed Name and Title of Authorized Signer

707 Third Street
West Sacramento, CA 95605
Date Signed Date Signed
Charles Hermann, Sr. Director
Printed Name and Title of Authorized Signer

75 Maxess Road
Melville, NY 11747

Address Address

Department of General Services
Procurement Division
707 Third Street, Second Floor, West Sacramento, CA 95605 (916) 375-4400 (800) 559-5529
Broadcast Date: July 9, 2019 Bulletin #: K-24-19
TO: Purchasing Authority Contacts (PACs)
Procurement and Contracting Officers (PCOs)
RE: Facilities Maintenance and Repair & Operations (MRO), Industrial Supplies Cooperative Agreements – Time Extension

The Department of General Services, Procurement Division has extended the following Facilities Maintenance and Repair & Operations (MRO) and Industrial Supplies Cooperative Agreements through June 30, 2023:

Agreement Number Contractor Name
7-18-51-01 Fastenal Company
7-18-51-02 WW Grainger
7-18-51-03 MSC Industrial Supply Company, Inc.
7-18-51-04 Noble Sales Co., Inc.

User Instructions are available in Cal eProcure. Click on the agreement numbers above to access details.

If you have any questions regarding this notification, please contact:

Yolanda Tutt
[email protected]
(916) 375-4408

Region 14 Education Service Center (ESC)
Contract # 02-150
for
MRO Products and Services
with
Sid Tool Co., Inc. d/b/a
MSC Industrial Supply
Effective: December 14, 2023
The following documents comprise the executed contract between the Region 14 Education Service Center and Sid Tool Co., DBA MSC Industrial Supply Co., effective December 14, 2023:

I. V
endor Contract Award Letter
II. Supplier’s Response to the RFP, incorporated by reference

Region XIV Education Service Center
1850 Highway 351
Abilene, TX 79601-4750
325-675-8600
FAX 325-675-8659

Thursday, December 14th, 2023

Sid Tool Co., Inc. DBA MSC Industrial Supply Co.

ATTN: David Haugh
525 Harbour Place Drive
Davidson, NC 28036

Dear David:

Region XIV Education Service Center is happy to announce that Sid Tool Co., Inc. DBA MSC Industrial Supply Co. has been awarded an annual contract for MRO Products and Services based on the proposal submitted to Region XIV ESC.

The contract is effective immediately and will expire on December 31st, 2026. The contract can then be renewed annually for an additional two years, if mutually agreed on by Region XIV ESC and Sid Tool Co., Inc. DBA MSC Industrial Supply Co.

We look forward to a long and successful partnership underneath this contract.

If you have any questions or concerns, feel free to contact me at 325-675-8600.

Sincerely,

Shane Fields
Region XIV, Executive Director

DocuSign Envelope ID: D742B48C-D391-4DCF-8820-66B0F703288C

Request for Proposal (RFP) for MRO Products
and Services – Solicitation No. 12-23

Due: November 16, 2023, 2:00pm, CT

Submitted by:

MSC Industrial Supply Co.

Chris Ricker
Manager, Cooperative and Group Purchasing Organizations (330) 328-0542
[email protected]

Table of Contents

Tab 1 – Master Agreement / Signature Form 3
Tab 2 – NCPA Administration Agreement 9
Tab 3 – Vendor Questionnaire 13
Locations Covered 13
Minority and Women Business Enterprise (MWBE) and (HUB) Participation 15 Small Business, MWBE and HUB Growth 15
Residency 16
Felony Conviction Notice 16
Distribution Channel 16
Processing Contact Information 16
Pricing Information 16
Cooperatives 17
Tab 4 – Vendor Profile 18
Tab 5 – Products and Services / Scope 34
Warranty 34
Products 35
Construction 35
MRO Products and Services 35
Tab 6 – References 37
Tab 7 – Pricing 40
Tab 8 – Value Added Products and Services 42
MSC Value-Added Services and Solutions 42
MSC and Technol ogical Innovation 44
Tab 9 – Required Documents 45

Tab 1 – Master Agreement / Signature Form

Tab 2 – NCPA Administration Agreement

Tab 3 – Vendor Questionnaire

LOCATIONS COVERED
Bidder must indicate any and all locations where products and services can be offered. .

MSC Industrial Supply Co. (MSC) offers our Same-Day Shipping Guarantee with a 99% fill rate. If the national Cooperative Purchasing Alliance (NCPA) places a qualified, in-stock order by the 8pm, ET.

National cut-off time, the order is guaranteed to ship the same day. Additionally, NCPA agencies may upgrade the qualified order to next-day delivery at no additional charge. All delivery timeframes are contingent upon the requirements of the MSC Same-Day Shipping Guarantee as described below.

Provided the order is completed and received at the distribution centers before the applicable cut-off time on an operating business day. MSC will guarantee same-day shipping on qualifying items placed in the carrier’s hands for any in-stock catalog items, for qualified continental U.S. customers (products such as machinery, hazardous materials, or items that require customized lengths, set-up or special packaging may require additional handling time due to size, weight, or shipping restrictions). Orders placed Fridays (after your local cut-off time) and weekends or holidays will be shipped on the next regular business day.

The guarantee does not cover, and MSC shall not be responsible for, computer or electronic interruptions, mechanical or electrical breakdowns, strikes, riots, severe weather conditions, acts of God, or any other forces beyond the reasonable control of MSC, LTL shipments and other non-scheduled carriers, branch shipments (due to earlier pickups), backordered items, replacement orders, new accounts (first order) and orders requiring credit review.

MSC ships all small parcel shipments to Alaska, Hawaii and Puerto Rico via UPS Ground service, the transit times for these orders are based upon UPS’ committed delivery times, which ranges from 5 to 7 business days depending on the destination. Hazardous materials will not be shipped to Alaska or Hawaii or exported outside of the contiguous United States.

MSC does have the ability to ship direct to all the provided U.S. Territories through our normal, commercially accepted shipping processes. Please note though, that there are some exceptions to consider when shipping to these territories. For example, hazardous materials will not be shipped to Alaska or Hawaii or exported outside of the contiguous United States.

MSC can support all the above Canadian Territories. MSC would like to further discuss the NCPA and participating entity needs.

If awarded a Master Agreement, will your company extend the terms offered in your Proposal to public agencies in Canada? If no or maybe, please explain.

MSC services all of North America, and we can support public agencies in Canada. Due to shipping, regulatory, export terms, we would negotiate a separate a contract for these agencies. We would like to further discuss specific needs with NCPA and any interested participating entities.

If awarded a Master Agreement, will your company extend the terms offered in your Proposal to private sector customers?
As the needs of our public and private sector customers are unique, MSC would be open to negotiating a separate contract for private sector customers. We would like to further discuss specific needs with NCPA and any interested participating entities.

MINORITY AND WOMEN BUSINESS ENTERPRISE (MWBE) AND (HUB) PARTICIPATION It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services.

Respondents shall in dicate below whether or not they are an M/WBE or HUB certified.

MSC is not M/WBE or HUB certified. We are classified as a large business.

SMALL BUSINESS, MWBE AND HUB GROWTH
If Proposer is a Large, National or Multinational Organization/Corporation, wha t programs are in place that partners or supports the growth of small and MWEB and HUB business? If yes, please describe. ■ N/A, we are a recognized small, MWEB or HUB organization ■ No, we do not have any programs in place.
■ Yes, we have programs in place.

MSC is committed to developing business opportunities across all socioeconomic business categories so that we may support both the growth of M/WBE and HUB businesses and our customers’ established utilization goals.

In Fiscal Year 2023, MSC spend was just over $501 million with suppliers that qualify as Small Business entities. Many of our Small Business suppliers also have certifications in the following socioeconomic categories:
◼ Small Businesses (SB)
◼ Veteran-Owned Small Business (VOSB)
◼ Service-Disabled Veteran Owned Small Business (SDVOSB) ◼ HUBZone
◼ Small Disadvantaged Business (SDB) (SBA 8/a)
◼ Minority-Owned Business
◼ Woman-Owned Small Business (WOSB)
Our diversity partner relationships support special projects, and product needs that include machinery installs and customized product needs in which only the Small Business partners specialize. Through these initiatives, MSC has been able to significantly increase socioeconomic participation throughout our solutions and product offerings.

RESIDENCY
Responding Company’s principal place of business is in the city of ______________________, State of _________________.

MSC headquarters are located at 525 Harbour Place Drive in Davidson, North Carolina.

FELONY CONVICTION NOTICE
Please Check App licable Box (If the 3 rd box is checked, a detailed explanation of the names and convictions must be attached):

DISTRIBUTION CHANNEL
Which best describes your company’s position in the distribution channel:

PROCESSING CONTACT INFORMATION
For all questions regarding MSC’s response, Region 14 Education Service Center ( Region 14 ESC) and NCPA participants may contact:

PROCESSING CONTACT INFORMATION
CONTACT PERSON Chris Ricker
TITLE Manager, Cooperative and Group Purchasing Organizations COMPANY Sid Tool Co., Inc. DBA MSC Industrial Supply Co.

ADDRESS 525 Harbour Place Drive
CITY / STATE / ZIP Davidson, NC 28036
PHONE (330) 328-0542
EMAIL [email protected]

PRICING INFORMATION
In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. If answer is no, attach a statement detailing how pricing for NCPA participants would be calculated for future product introductions.

Yes, MSC agrees to offer all future product introductions at prices that are proportional to Contract Pricing.

Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer.

MSC submitted pricing includes the NCPA administrative fee.

COOPERATIVES
List any other cooperative or state contracts currently held or in the process of securing.

In addition to currently holding the NCPA / OMNIA Contract #02-62 for MRO Products and Services, we have partnered with the NCPA and participating entities for over 10 years, MSC currently holds contracts for the following cooperatives and state entities:
◼ Sourcewell
• MRO (091422-MSI): 5-year Term. Expires November 8, 2026 • Janitorial (101320-MSI): 5-year Term: Expires November 16, 2024 • STEM Curriculum Solutions (040121-MSI): 5-year Term: Expires June 1, 2025 ◼ NASPO ValuePoint Contract #8499
• MRO and Industrial Supplies Contract #8499: 5-year Term with one year extension. Expires June 30, 2024

Tab 4 – Vendor Profile

Please provide the following information about your company:

Company’s official registered name.

Sid Tool Co., Inc., DBA MSC Industrial Supply Co.

Brief history of your company, including the year it was established.

Founded in 1941, MSC is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (MRO) products and services. With a history of driving innovation in industrial product distribution for more than 82 years, we help solve our manufacturing customers’ metalworking, MRO and operational challenges. Through our technical metalworking expertise and inventory management and other supply chain solutions, our team of approximately 7,300 associates helps to keep our customers’ manufacturing operations up and running and to improve their efficiency, productivity and profitability.

The following is a brief timeline outlining MSC history:
1941: Sid Jacobson founded Sid Tool in New York
1964: Published its first catalog, The Big Book™. Moved operations from New York City to Ames Court in Plainview, Long Island - MSC's first Customer Fulfillment Center 1969: Entered into computerized inventory management and order processing, one of the first distributors to do so 1978: Established a fully integrated Quality Assurance Department, one of the first distributors to do so 1982: Sid Jacobson's son, Mitchell Jacobson, became President of MSC 1988: Offered UPS 1- to 2-day delivery
1988: Opened its first branch in Pawtucket, RI
1989: Introduced Total Quality Management
1990: Opened a second Customer Fulfillment Center in Atlanta, GA 1991: Started the industry's first Same Day Shipping Guarantee 1994: Began major product expansion into MRO type product categories 1995: Began trading on the NYSE (ticker symbol MSM)
1996: Opened a third Customer Fulfillment Center in Elkhart, IN

1997: Relocated its Plainview, NY, Customer Fulfillment Center to Harrisburg, PA 1998: Moved its Customer Support Center/Corporate Headquarters to Melville, NY 1999: Opened a fourth Customer Fulfillment Center in Reno, NV 2000: "Big Book" items offered on the Internet
2002: Awarded GSA Contract #GS -06F-0010N
2003: Awarded USPS MRO Contract #2CMROS-03-B-4457
2004: Started the West Coast expansion by opening our first sales office in Southern California (the Los Angeles sales office)
2005: David Sandler promoted to CEO. Launched New Keyword Search on mscdirect.com. 2006: MSC acquires J&L Industrial
2007:

Successfully merged J&L's systems to MSC's computer systems. Completed the integration of the J&L distribution centers, positioning MSC to begin working on full integration and offering customers the best of both worlds.
2008: MSC launched its "Get It Next Day...at no additional cost" program with a standard national ordering cut - off time of 8:00PM ET.
2008: MSC fully integrated J&L and launched a new brand, "MSC/J&L Metalworking ", focused on offering technical information and assistance, products and services targeted towards our metalworking customers. 2009:

MSC completed the final phase of the brand transition and MSC/J&L Metalworking became MSC Industrial Supply - Metalworking's Best Choice. The focus continues to be on metalworking - offering customers best- in-class service and technical assistance.
2010: MSC acquires Rutland Tool and Sup ply Co.
2011: MSC acquires American Tool Supply, Inc., and its affiliate American Specialty Grinding Co., Inc. 2011: MSC makes history and achieves $2 Billion in revenue for fiscal year 2011. 2012: MSC announces plans to open fifth Customer Fulfillment Center in Columbus, Ohio. The CFC will be operational in 2014.
2013 MSC acquires Barnes Distribution North America.
2013 MSC opens second Customer Service Center in Davidson, North Carolina. 2018 MSC acquires All Integrated Systems (AIS)
2019 MSC acquires TAC Global Solutions of Mexico, establishing a Mexico CFC and 4 branches 2021 MSC acquires Wm. F. Hurst, expanding its aerospace industry presence 2021 Corporate headquarters is consolidated at Davidson, NC 2022
MSC Mexico is further established with its own board of directors MSC acquires Engman -Taylor and Tower Fasteners
2023 MSC acquires Tru-Edge Grinding and Buckeye Industrial Supply

• Company’s Dun & Bradstreet (D&B) number.

MSC’s Dun & Bradstreet (D&B) is 93-261-9265 and we are rated 5A2.

Company’s organizational chart of those individuals that would be involved in the contract.

A key factor to the successful relationships MSC has built with our Public Sector customers is the exceptional Account Management Teams created to serve each participating entity.

Chris Ricker, Manager, Cooperative and Group Purchasing Organizations, will oversee overall account management and serve as the single point of contact for Region 14 ESC and all NCPA participating entities.

Local support will be provided by our trained and experienced associates, including, but not limited to:

Business Team Leaders, Key Account Sales Consultants, Customer Productivity Specialists, Inventory Management Solutions Specialists, and Vendor Managed Inventory Specialists. Additionally, MSC has strategically located specialists, including Metalworking Specialists and Industrial Safety Specialists to support special requests.

The following organizational chart outlines our robust account management structure from the executive level through local support teams:

Corporate office location.
■ List the number of sal es and services offices for states being bid in solicitation. ■ List the names of key contacts at each with title, address, phone and e -mail address.

MSC maintains co-located headquarters in Davidson, North Carolina and Melville, New York. We also operate six five Customer Fulfillment Centers (CFCs) which will support all participating states. The CFCs are located in:

◼ Harrisburg, PA;
◼ Atlanta, GA;
◼ Elkhart, IN;
◼ Reno, NV;
◼ Columbus, OH;
◼ Hanover Park, IL
Chris Ricker, Manager, Cooperative and Group Purchasing Organizations, will oversee overall account management and serve as the single point of contact for Region 14 ESC and all NCPA participating entities. Please see below for Mr. Ricker’s contact information:

CONTACT PERSON Chris Ricker
TITLE Manager, Cooperative and Group Purchasing Organizations COMPANY Sid Tool Co., Inc. DBA MSC Industrial Supply Co.

ADDRESS 525 Harbour Place Drive
CITY / STATE / ZIP Davidson, NC 28036
PHONE (330) 328-0542
EMAIL [email protected]

Local support to participating entities would be provided by our robust network of field sales associates and specialists. The following are some of the roles who would service participating entity sites:
◼ Business Team Leader – Will lead the local operations and support team; ensuring contract compliance; and meeting or exceeding participating entity expectations. ◼ Key Account Sales Consultant (KASC) – The KASC’s primary focus is sales support and bringing solutions that can help drive cost savings and inventory reduction, as well as the coordination of all sourcing and purchasing needs. The KASC will also serve as project manager for the local participating entity account relationship.
◼ Customer Productivity Consultants (CPC) – Our CPCs will work closely with participating entities to identify opportunities for increased efficiency and productivity. During our Business Needs Analysis (BNA), MSC identifies customized solutions from our wide range of products and services. Using a consultative approach to assess current state and processes, MSC will recommend personalized solutions for improving performance and reducing costs. Areas reviewed include: enhancing function performance, reducing procurement cycle time and effort, decreasing inventory, reducing supplier base, and other cost-saving measures.
◼ Vendor Managed Inventory Specialists (VMIS) – The VMIS provides vending, VMI, and other inventory management support. Participating entity’s VMIS interfaces with end users on the production floor to provide support for our products and to identify continuous improvement activities.
◼ Metalworking Specialists – Metalworking Specialists’ primary responsibility are to deliver documented value to our customers resulting from the product testing they administer on site. The costs savings MSC’s Metalworking Specialists document include a variety of areas of productivity, including: tool performance (speed/feed); cycle time; tool life; and other critical components of the manufacturing process.

◼ Industrial Safety Consultant – MSC Industrial Safety Consultants will partner with the safety teams of participating entities to conduct on-site safety assessments to assist in ensuring safety and compliance in the workplace at no cost. Cost savings initiatives include areas of opportunity pertaining to 29 CFR 1910, state and local laws, and American National Standards Institute standards. MSC also provides compliance-based training that can be conducted on site or via Webex conferences.

Programs can be customized to meet individual participating entity needs.

All our Industrial Safety Consultants maintain multiple certifications, including QSSP Certification, OSHA 30-Hour Certification, Competent Person, and other certifications. ◼ Customer Care – MSC’s Customer Care Team’s responsibility is to deliver a high-quality, seamless and personalized experience in support of all customer service needs. Our teams are formally measured on quality, CSAT (Customer Satisfaction), and NPS (Net Promoter Score) ensuring experiences are measured through our customers’ lens. Our live associates can receive orders and quotes, provide digital support, offer sourcing, provide real-time inventory status, recommend product alternatives, provide advanced technical support and much more. They are highly available Monday through Friday, 7am-11pm, ET, and Saturdays, 8am-5pm, ET and can be reached at 800-645-7270.

Define your standard ter ms of payment.

MSC standard payment terms are Net 30.

Who is your competition in the marketplace?
Large and fragmented, the MRO industry is highly competitive. MSC faces competition from traditional channels of distribution, such as retail outlets; small dealerships; regional and national distributors utilizing direct sales forces; manufacturers of MRO supplies; large warehouse stores; and larger direct mail distributors. We also face substantial competition in the online distribution space that competes with price transparency and includes both traditional distributors and non-traditional, web-based eCommerce competitors. In addition, new entrants in the MRO supply industry could increase competition.

However, MSC outpaces our competitors through our pricing, product selection, product availability, technical support relationship, level of service and convenience.

Provide Annual Sales for last 3 years broken out into the following categori es:
■ Cities / Counties
■ K-12
■ Higher Education
■ Other government agencies or nonprofit organizations
As a public company, we do not report our annual sales according to the above categories. We file annual, quarterly and current reports, along with additional reports and documents with the Securities and Exchange Commissions (SEC), which is available to the public.

Our public sector program is focused on becoming an industry leader and trusted advisor to key public sector end customers Over the last few years, MSC has invested in our public sector programs and expanded into several large contracts with federal, state and local agencies, and we expect to continue to expand the scope of our public sector programs to leverage our recent success and position MSC for future growth.

Our investment is reflected in our increase in revenue within the public sector. The percentage of our revenue to our Public Sector customers represented approximately 10% for Fiscal Year 2023 – a 2% increase from the prior fiscal year. Additionally, our 2023 fiscal year net sales increased 8.6%, or $317.4 million, and sales to our public sector customers increased by over $122 million.

MSC’s public sector customers include federal agencies, state governments, and healthcare providers.

Federal government customers include the United States Marine Corps, the United States Coast Guard, the United States Postal Service, the United States General Services Administration, the United States Department of Defense, the United States Department of Energy, large and small military bases, Veterans Affairs hospitals, and correctional facilities. We have individual state and local contracts and have been awarded partnerships with several state co-operatives.

Provide the revenue that your organization anticipates each year for the first three (3) years of this agreement. $_________ in year one
$_________ in year two
$_________ in year three
MSC anticipates the following annual revenue during the first three years of the agreement:
◼ Year 1: $10M
◼ Year 2: $50M
◼ Year 3: $100M
What differentiates your company from competitors?
MSC supports our customer through a variety of value-added solutions and technological innovations that improve the overall customer experience.

MSC Value-Added Services and Solutions
Supporting our customers’ metalworking and MRO needs and providing a variety of value-added services, MSC differentiates ourselves from our competitors in the following ways:
◼ 2.1 Million In-Stock Products – One Supplier: Too many suppliers create a financial and administrative bottleneck. With 2.1 million in-stock SKUs available, we’ve established a one-stop shop for our customers, eliminating the hassle of purchasing from too many supplier sources. ◼ Continuous Improvement: We have developed and perfected a proven, repeatable process that helps companies overcome the challenges currently affecting their TCO. MRO GOTM is a four-step program where we discover areas for improved productivity, safety, profitability and efficiency. Then, we build a customized plan of action and provide solutions that will help your business improve productivity and achieve documented savings.
◼ Business Needs Analysis (BNA): The BNA process reviews NCPA participating entities’ organizational strategy, goals, initiatives, capabilities and pain points. The result is a customized proposal outlining an optimal solution for participating entities, which may include inventory management solutions, eprocurement, training and more.

After a BNA has been conducted and solutions implemented, our associates constantly pursue opportunities for cost savings and efficiencies. Once identified, these recommendations will be

presented during our Continuous Improvement Reviews. All savings and results will be documented in our patented Cost Saving Documentation.
◼ Same-Day Shipping Guarantee: Our Same-Day Shipping Guarantee maintains a 99% fill rate. MSC can ship qualified, in-stock orders the same day provided the order is placed by the 8pm, ET, cut-off time. This inventory availability enables customers to reduce inventory investments and carrying costs.
◼ ControlPoint Inventory Management Solutions: Our innovative Vending Solutions, Inventory Management Software, Vendor Managed Inventory (VMI) and Customer Managed Inventory (CMI) programs, are amongst the most efficient in the industry and are key to lowering customers’ inventory investment, reduce sourcing costs and out-of-stock situations, and increasing business efficiency.

Orders generated through these inventory management solutions are integrated directly with mscdirect.com and many third-party eProcurement software solutions. ◼ Leading U.S. Metalworking Distributor: Our product portfolio includes Kennametal, Sandvik, Iscar, Seco and Walter brands. Additionally, we offer high-performance exclusive brands that provide high value, cost-effective alternatives for our customers. Our massive catalog includes a provision that identifies ‘Good-Better-Best’ product offerings. Alternative products can be recommended through data analysis of indirect purchases; and lower-cost or higher-performance products can be recommended and tested as well. Our variety of options allows for the recommendation of the right- priced tool for the application rather than pushing a single manufacturer as an acceptable solution. ◼ Metalworking Field Specialists: MSC Metalworking Specialists’ primary responsibility is to deliver documented value to our customers resulting from the product testing they administer on site. The costs savings Our Metalworking Specialists document includes a variety of areas of productivity, including tool performance (speed/feed); cycle time; tool life; and other critical components of the manufacturing process.

Our proprietary ApOp (Application Optimization) software solution enables our metalworking specialists to document productivity savings for customers for a range of applications, including grinding, milling, turning, threading, sawing, hole-making, metalworking fluids and other manufacturing process improvements.

Additionally, MSC will also solicit the advice and assistance from our unmatched roster of metalworking suppliers. Our alignment and engagement with these suppliers enables MSC to address multiple applications across our customers’ facility, and therefore allows for more testing and savings documentation.
◼ MSC MillMax®: Our MSC MillMax® program focuses on maximizing milling productivity and reducing cost by reducing the milling optimization process to just a few minutes. MillMax® helps customers increase material removal rates, reduce cycle times, improve surface finishes and extend tool life, leading to improved productivity, quality and cost savings. Our team’s work with the Department of Energy’s Oak Ridge National Laboratory won MSC the 2021 ISA Award as well as the 2021 R&D 100 Award for breakthrough technology in a new commercial product. ◼ Industrial Safety Consultants: MSC maintains a staff of Industrial Safety Consultants dedicated to meeting our customers’ safety needs. They partner with our customers’ safety teams and bring their expertise to support customer programs by leveraging our supplier relationships to conduct site surveys, personal protection assessments and facility audits. As MSC provides compliance-based training that can be conducted onsite or via WebEx conferences, we can tailor the program to meet

customer needs. All MSC Industrial Safety Consultants maintain multiple certifications including:

QSSP Certification, OSHA 30-Hour Certification, Competent Person, and other certifications. ◼ Product Training: Leveraging our supplier relationships and their Subject Matter Expertise, we offer free product training in conjunction with our suppliers. Some examples of other free training programs and/or services include: Fall protection training; Lock Out/Tag Out Inspections; Harness Inspections; Ladder Safety Training; General Safety Training; Product Use Training; Hand Tool Safety Training; Power Tool Safety Training; Lifting Safety Training; Chemical Storage Safety Training and Inspections; Plant Signage Inspections; Confined Spaces Breathing Training; and Arc Flash Training. ◼ eCommerce Capabilities: Customers will realize a significant decrease in procurement costs when they take advantage of MSC’s eCommerce capabilities. Participating entities will have access to a wide array of functions and information, including: swift search and transaction capabilities; access to real-time inventory level information; customer-specific pricing; workflow management tools; customized reporting; and much more. Additionally, MSC easily interfaces directly with purchasing portals, such as ARIBA and Perfect Commerce in addition to ERP Procurement Solutions, such as Oracle, SAP and Infor.
◼ Comprehensive Customer Care Organization: MSC provides a robust network of regional and local sales associates and specialists to support sales, metalworking and inventory needs. Our experienced team includes customer care associates to assist with quotes, provide digital support, offer sourcing, provide real-time inventory status, recommend product alternatives, provide advanced technical support and much more.
◼ Better MRO: Our online information hub provides the go-to-resources customers need to be more productive and safer every day on the job (www.mscdirect.com/betterMRO); and 12,500 unique users are relying on it every day. The Better MRO portal brings together real-world insights, knowledge, and practical application information from trusted sources including internal expertise, industry leading experts, safety and manufacturing leaders and professionals, supplier partners, and many other sources.

MSC and Technological Innovation
MSC is continuously striving to provide new technologies and investments to better serve our customers.

Examples include:
◼ MSC has partnered with the Department of Energy’s Oak Ridge National Laboratory in creating our MillMax® program which focuses on maximizing milling productivity and reducing cost by reducing the milling optimization process to just a few minutes. Our team’s work with Oak Ridge National Laboratory won MSC the 2021 ISA Award as well as the 2021 R&D 100 Award for breakthrough technology in a new commercial product.
◼ CFC Automation: Looking to reduce labor for repetitive tasks on our warehouse floors, MSC has invested in automation technology. In fiscal year 2019, we introduced a patented robotic packing solution, and we are in the process of deploying advanced robotic picking technology to several of our CFCs.
◼ Digital Showroom: A innovative digital and interactive tour of the plant floor that guides our customers through MSC solutions and allows them to visualize how each one works.

Describe how your company will market this contrac t if awarded.

As Program Manager, Chris Ricker, would ensure a smooth continuation of services without disruption.

Our integrated information systems will contain NCPA program-specific information, including the discounted pricing, free freight program, and more. Our systems make all data available whether a NCPA member is contacting a local sales associate or calling one of our dedicated Customer Care Team Associates.

Chris Ricker will also work to market the program through NCPA program resources, including, but not limited to, NCPA / OMNIA Field Sales, NCPA / OMNIA MDM Teams, and MSC’s Microsite on the NCPA / OMNIA web platform using tools such as:
◼ Co-branded Marketing Literature specific to MSC’s capabilities to drive contract/program awareness. ◼ Web-Based Marketing – using the customer’s portal
◼ Email Marketing – periodic emails to highlight promotions, specials, and seasonal items of interest. ◼ MSC Supplier Resources – Joint Calls, Updates on the latest innovations, Technical Field Support, Product and Safety Training.
◼ MSC Sales Support will be determined, based on the customer’s need and requirements. ◼ MSC On-Site (Customer Facility) Open Houses – Expand our On-Site Open House Program and Product Demonstration Workshops for Participating Entities. ◼ MSC Customer Fulfillment Center Tours
◼ Trade Show Participation
Describe how you intend to introduce NCPA to your company.

As an incumbent supplier, MSC has not only program familiarity, but also has the processes and systems in place to ensure a smooth continuation of services. “Growing Together” virtual sessions co-led both Chris Ricker and NCPA / OMNIA personnel will be held with MSC Public Sector Sales and Support Resources to reinforce the collective “push” in selling the Lead Agency Co-Operative Model, tools, and resources available through the MSC / NCPA / OMNIA partnership.

Describe your firm’s capabilities and functionality of your on -line catalog / ordering website.

User friendly and easy-to-navigate, our website, mscdirect.com, gives NCPA participating entities full access to every product we have available and allows
participating entities to conveniently manage their entire account online. Offering numerous time- and cost-saving tools, our website can help participating entities create an efficient and productive procurement environment. And as the website shares the same highly trained sales and support services as our traditional business, all participating entities are guaranteed the same level of superior customer service you expect from MSC.

Available 24 hours a day, seven days a week, mscdirect.com includes a wealth of features, such as:

◼ View over 2.1 million products and information, including images, real-time inventory availability, item number, price, description, attributes, specifications, quantity in stock and/or available for pick up, manufacturer, unit of measure, manufacturer number, and catalog page.

Participating entities will have access to NCPA-specific pricing and the ability to restrict what users can browse based on participating entities’ agreements.

Additionally, participating entities can view a Features and Benefits, and also access manufacturer information, including manuals, images, videos and warranty information. ◼ Smarter Search Functionality — Utilizing our enhanced search features, results are easily and accurately identified
• Participating entities can search by keyword, brand or part numbers (MSC, Manufacturer, Customer, Competitor, NSN and UPC numbers). We also have the capability to identify each user’s preferred items.
• Learn More Feature allows for participating entities to make accurate purchasing decisions and identify the right item for the right application.
• Research and Compare items in an easy-to-view format and view specification differences ◼ My Account — Get a dashboard view of your account, including:
• Order History: track shipments, find / reorder prior items, view order history • Account Settings: Manage usernames, passwords, preferences, billing methods, shipping addresses and more
• Notifications: Select how order confirmations and shipped order emails are received • People and Purchasing: Manages the workflow processes such as cost allocation management, order approval management and more
◼ My Lists – Access frequently purchased and referenced items in one central location. Create lists by product line, projects, location-specific applications and more ◼ Get Quotes – Participating entities can get item quotes right from the shopping cart. An email notifies users when a quote is ready. All quotes, past and present, can easily be searched within your account.
◼ Download Cart – Eliminate the double work of reentering online orders by downloading your cart and importing it into your ERP or purchasing platform. Users select file formats and choose from over 30 data fields.
◼ Advanced Features and Functionality – Manage purchasing with PO Control, Cost Allocation Management and Workflow Processes where participating entities can assign roles and spending limits for users within your company
◼ ControlPoint Inventory Management Solutions – Access your ControlPoint Solutions, including carts, labels and more.
◼ Virtual Catalogs – Browse our Big Book® along with other specialty catalogs, including seasonal and Safety catalogs
◼ Expert Help – Customer Care Associates are available in via real-time chat, or can be accessed via email or by a toll-free phone call

Our website is remarkably easy and natural for your people to use. Onsite or video conference training is provided as needed.

Streamline Your Purchasing with Online Workflow Processes Once users log into their account online, they will have access to NCPA-specific pricing and discounts.

Additionally, mscdirect.com allows users to identify cost centers. Users can individually code each item within an order for reporting purposes. Items can be allocated to departments, cost centers, general ledger accounts, people, job name, job number, and more.

We provide the ability for your organization to establish roles and spending limits for users within the company. Users can create and manage workflow processes in which user roles and spending limits can be assigned on the MSC website so that users can be assigned the appropriate purchasing levels according to the agreement.

Our website supports multiple levels of hierarchy:
◼ Administrator: Administrators have the authority to assign and/or reassign other registered users to their applicable role and to set per-order
spending limits. They also have full
authority to browse and place orders.

Multiple Administrators may exist within
one agency. An Administrator can
change users to Buyers with or without
spending limitations and / or Buyers with
rights to approve orders.
◼ Buyers with Approval Rights: The
authorized Approver has the authority to
approve Buyer orders that exceed spending limitations.
◼ Buyers: Buyers have full authority to browse, fill a shopping cart, and place orders up to the spending limit established by Administrator. Buyers that exceed spending limitations need to be assigned to an authorized Approver. Buyers can have up to 10 approvers assigned to them. This functionality also allows for multiple levels of Buyers / Approvers. For instance, participating entities can permit certain users to requisition products, but the final approval by the authorized designee must be provided before the order is submitted online. The Approver would be notified via email when the order is ready. If the assigned Buyer rejects a pending order, the Buyer would have an option to select “reject reason.” Assigned Buyers can also reassign a pending order using the “Reassign” function. An email notification of a reassigned order would be sent to the Approving Buyer, or Administrator (selected from the dropdown menu).

Describe your company’s Customer Service Department (hours of operation, number of service centers, etc.) NCPA and participating entities may contact our dedicated NCPA Customer Care Team at 833-709-0172, or via email at [email protected]. Additionally participating entities may also can contact our Call Centers to reach a live customer care representative at 800-645-7270, Monday through Friday, 7am- 11pm, EST, and Saturdays, 8am-5pm, EST. Our website, mscdirect.com, and our fax number, 800-255- 5067, are also available 24 hours a day, seven days a week.

Green Initiatives (if applicable)
■ As our business grows, we want to make sure we minimize our impact on the Earth’s climate. We are taking every step we can to implement innovative and responsible environmental practices throughout NCPA to reduce our carbon footprint, reduce waste, energy conservation, ensure efficient computing and much more. To that effort we ask respondents to provide their companie s environmental policy and/or green initiative.

MSC strives to manage our business in a sustainable manner with programs focused on waste reduction and recycling, energy efficiency, freight sustainability, water conservation, eco-friendly product offerings and more.

For our full environmental and sustainability policy, click here for our Environmental, Social and Governance Report.

Environment and Sustainability Policy
Environmental responsibility is an important aspect of our business mission. Associates at all levels are required to follow company procedures designed to comply with local, state and federal environmental laws and regulations. We also strive to be mindful of natural resources.

MSC employs product stewardship, safety and environmental professionals to help ensure the protection of consumer health and the environment, and we continually work to improve our environmental protection standards and programs, which include:
◼ Environmental Permits and Reporting — We will obtain, maintain and keep current all required environmental permits and registrations necessary to conduct our business. We will follow their operations and reporting requirements.
◼ Pollution Prevention and Resource Reduction — We strive to reduce or eliminate waste at its source by means of process modifications, maintenance and facility processes, material substitution, conservation and the recycling and reuse of materials.
◼ Hazardous Substances — Chemical and other materials posing a hazard if released to the environment are to be identified and managed to ensure their safe handling, movement, storage, recycling or reuse and disposal.
◼ Product Content Restrictions — We will not knowingly sell non-compliant products to our customers. We will maintain an Environmental Compliance & Sustainability Department to review products and evaluate their compliance with all applicable environmental laws and regulations regarding prohibition or restriction of specific substances, including labeling laws and regulations for recycling and disposal.
◼ Promoting the Development and Sale of Environmentally Friendly Products — We will strive to identify and provide items to our customers that will help protect the environment using less toxic or harmful ingredients and/or items that will help to reduce consumption of natural resources. These may include, but will not be limited to, products that help to reduce energy consumption, provide water conservation, have been made with or from recyclable materials, or can be recycled after use.

Environmental Risk
MSC continually works toward reducing environmental and climate impact by pursuing improvement opportunities throughout our operations and supply chain. MSC has implemented risk-analysis processes

and risk-prevention techniques to identify and eliminate potential hazards to human health and the environment.

Environmental Health and Safety Training
Associates are required to complete environmental health and safety awareness training as part of associate onboarding. Additional training is implemented dependent on job-function and regulatory requirements. Examples of internal training available in environmental, health and safety topics include, but are not limited to, hazardous waste management, lithium battery safety and awareness, and handling and transportation of dangerous goods. MSC utilizes additional consultants and third parties to provide specialized training in environmental health and safety topics.

Environmental Compliance
MSC performs required environmental due diligence when leasing, acquiring or selling commercial property. We also utilize third-party consulting firms to audit our facilities and prepare required regulatory plans. Environmental, health and safety compliance audits help ensure that the company meets or exceeds regulatory requirements, reinforcing MSC’s commitment to protecting human health and the environment. In calendar 2021, MSC had zero environmental compliance related fines or penalties.

Compliance with Health and Safety and Environmental Protection Laws Our operations are subject to and affected by a variety of federal, state, local and non-U.S. health and safety and environmental laws and regulations relating to the discharge, treatment, storage, disposal, investigation and remediation of certain materials, substances and wastes. We continually assess our compliance status and management of environmental matters to ensure that our operations are compliant with all applicable environmental laws and regulations.

Operating and maintenance costs, associated with environmental compliance and management of sites, are a normal and recurring part of our operations. With respect to all other matters that may currently be pending, in the opinion of management, based on our analysis of relevant facts and circumstances, compliance with applicable environmental laws is not likely to have a material adverse effect upon our capital expenditures, earnings or competitive position.

Energy
MSC strives to improve its energy efficiency across our CFCs and offices. 83% of our CFCs utilize both motion -sensor lighting and LED lighting, as do our CSCs in Melville, New York, and Davidson, North Carolina. LED lights are more durable and up to 80% more efficient than traditional lighting, such as fluorescent and incandescent lamps. Our Atlanta, Georgia, facility has been replacing old traditional bulbs with more efficient LED bulbs. This is an ongoing project as our traditional bulbs expire. When fluorescent bulbs reach the end of their lifecycle, they typically are replaced with LED lighting.

Motion -sensor technology significantly reduces the operating time and energy consumption of each light fixture and extends the lifespan of the lightbulbs. More than 90% of the lighting at our Reno, Nevada, CFC, and most of the fixtures in our Harrisburg, Pennsylvania, CFC are controlled by motion-sensor technology.

The SmartWay Program is a partnership between the U.S. Environmental Protection Agency (“EPA”), freight shippers, carriers and logistics companies. The program helps businesses identify and select more efficient freight carriers and operational strategies. By measuring, benchmarking and improving logistics

operations and promoting fuel-saving technologies and practices, SmartWay helps enhance supply chain sustainability and reduces greenhouse gas emissions. More than 80% of MSC’s selected carriers are SmartWay Transport Partners.

MSC is actively researching and pursuing projects at our CFCs aimed at improving resource efficiency.

We incorporated an environmental module in our compliance management program software, enabling us to more effectively track waste generation, emissions and energy usage across our company. We recognize our responsibility as a distributor to address climate change issues by implementing new technologies, driving innovation and improving operational efficiency.

Additional energy efficiency and reduction programs at MSC include:
◼ Installing new multi-functional printers and copiers that carry Energy Star ratings, replacing standalone copiers, printers and fax machines. These efficient devices use 50% less energy and reduce paper and toner consumption.
◼ Implementing a routing application in calendar 2021 for our approximately 462 service representatives, who drive fleet or personal vehicles. Drive time has been reduced by 4%. With our associates driving more efficient routes, we expect to achieve a significant reduction in fuel consumption and greenhouse gas emissions.
◼ Continually reducing our reliance on paper transactions and documentation to embrace efficient digital and electronic recordkeeping processes.
◼ Imposing limitations on business travel and increasing use of digital resources such as video conferencing and software solutions that help associates collaborate virtually. ◼ Maintaining Workplace Flexibility and Telework Policies and resources that provide associates the flexibility to balance business and personal needs, while reducing reliance on commuting.

Eco-Friendly and Environmentally Preferable Product (EPP) Catalog Offerings MSC works with suppliers to provide products that are cost effective and designated as environmentally preferable. MSC has identified eco-friendly products spanning numerous product lines. This includes products that have been certified to a reputable third-party standard or certification. Our comprehensive list of Environmentally Preferable Certifications and their qualities can be found on our website. ◼ Green Cleaners and Fluids: MSC offers a wide variety of biodegradable or low toxicity cleaners, degreasers, and metalworking fluids that help maintain a healthy environment and assist in the prevention of ozone depletion. We provide products with Certifications such as Green Seal®, ECOLOGO®, EPA Safer Choice/Design for the Environment, GREENGUARD, and among others. ◼ Energy Conservation: MSC carries products that can help save energy, utilize renewable solar energy, promote efficiency, and conserve natural resources. ◼ Water Conservation: MSC has an extensive offering of plumbing and other products that promote water conservation. MSC carries many products certified under the U.S. Environmental Protection Agency WaterSense program.
◼ Renewable Energy Source: MSC carries numerous products that are produced using power generated from renewable energy resources. In addition, many products themselves have incorporated the use of renewable energy into their design, such as solar-powered rechargeable batteries, flashlights, and equipment. Advantages of these types of products include longer life cycle, greater power performance, and no self-discharge.

◼ Energy Star®: Energy Star is a joint program of the U.S. Environmental Protection Agency and the U.S. Department of Energy, that promotes energy efficient consumer products. Energy Star products will help lower energy costs by using less energy to operate. MSC provides products (heating and cooling) that carry the Energy Star logo.
◼ NEMA® Premium: NEMA (National Electrical Manufacturers Association) has established an energy efficiency motors program that provides highly energy-efficient products for consumers. Choosing energy efficient motors can reduce energy consumption, lowering energy operating cost and improving overall system reliability.
◼ Recycled Content: Every time you purchase recycled products, you are helping to conserve the environment’s natural resources, including trees, water, electricity, and oil. MSC offers many products made from recycled materials, such as can liners, packaging, office supplies, metal products, toiletries, and various paper products. Products made from recycled content help to preserve natural resources and prevent materials from entering landfills or other waste streams. ◼ Waste Management and Recycling: MSC carries recycling kits to assist you in the recycling of products that contain hazardous materials. These products help to ensure that waste products are properly recycled or disposed of to minimize environmental impacts. ◼ Rechargeable Battery Recycling Program: MSC offers a take-back system for rechargeable batteries for customers in applicable states, at no cost to the customer. Customers can return these batteries at MSC participating branch locations (e.g., California, New York, Massachusetts, etc.).

Drop off locations can be found at www.call2recycle.org. ◼ Low Volatile Organic Compound (VOC): Traditional paints and finishes release low levels of harmful toxins into the air caused by a variety of VOCs. State and federal environmental regulations have prompted the development of zero or low VOC product alternatives. MSC carries numerous low VOC products compliant with stringent California requirements.

Anti-Discrimination Policy (if applicable)
■ Describe your organizations’ anti -discrimination policy.

MSC prohibits discrimination against qualified suppliers or individuals based on their status as protected veterans or individuals with disabilities. Additionally, MSC prohibits discrimination against individuals based on race, ethnicity, color, religion, sexual orientation, gender or gender identity, or national origin.

MSC is committed to its Equal Employment Opportunity Policy and ensures compliance with this policy through our Affirmative Action Program. MSC is firmly committed to compliance with the Americans with Disabilities Act. MSC is an equal opportunity employer and federal contractor. MSC utilizes numerous suppliers and sub-contractors that are certified to the requirements of minority owned, women-owned, veteran-owned, and disadvantaged small businesses. Conducting business in diverse markets shows MSC’s commitment to economic growth, inclusion, and innovation. MSC is continually analyzing its supply chain and vendor database to identify qualified small and diverse businesses that can supply quality products to better suit customer needs.

For more information on our Diversity and Inclusion policy and efforts, click here for our Environmental, Social and Governance Report.

Vendor Certifications (if applicable)
■ Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other lic enses, registrations or certifications from any other governmental entity with

jurisdiction, allowing respondent to perform the covered services including, but not limited to, licenses, registrations, or certifications. Certifications can include M/WBE, HU B, and manufacturer certifications for sales and service.

MSC is classified as a large business licensed and registered to do business in all 50 states, including U.S. territories. MSC will provide licenses and registrations upon individual participating entity request.

Tab 5 – Products and Services / Scope

Respondent shall perform and provide these products and/or services under the terms of this agreement.

The supplier shall assist the end user with making a determination of their individual needs.

WARRANTY
Proposal should address the following warranty information:
■ Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period . ■ Availability of replacement parts
■ Life expectancy of equipment under normal use
■ Detailed information as to proposed return policy on all equipment As a distributor of 2.1 million products, MSC does not maintain a warranty program beyond our 30-day return policy. MSC passes through our manufacturers’ warranties. Participating entities would need to see individual manufacturers for program information, replacement parts availability and life expectancy of equipment.

MSC can partner with our strategic suppliers to customize programs such as tool repair and replacement or regrinding. We would be happy to discuss a program based upon individual participating entity needs.

In order to return merchandise, customers must contact MSC to obtain a Return Authorization (RA) number. Returns will not be accepted without a RA number. Returns should be sent back in the original packaging and condition to the original Customer Fulfillment Center with the RA number on the shipping label. Either an invoice copy or packing slip should also be included.

Any claims for discrepancies in shipment must be made within seven days of receipt of merchandise.

C.O.D. returns will not be accepted. Shipping charges for returned items must be prepaid. A restocking charge may apply.

Please note that hazardous materials are not returnable. Customers will be required to inspect all hazardous materials deliveries prior to accepting the delivery. Unaccepted hazardous materials can be returned to MSC through the freight company that delivered the materials by not accepting the delivery.

Once hazardous materials are accepted for delivery MSC is unable to take these items back.

Additionally, altered or etched items cannot be returned. Custom cut-to-length products are considered final sale and may not be returned for credit. Unopened computer software can be returned for a credit, but will only be replaced if considered defective.

In an instance, where a defective item is identified by the customer, a replacement order will be entered immediately. The replacement will be subject to standard lead times if not stocked.

PRODUCTS
Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects .

MSC confirms we would provide equipment, materials and products that are new, of good quality and free of defects.

CONSTRUCTION
Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provid ed.

Not applicable as MSC is a distributor of MRO and metalworking supplies and not a vendor who would be providing any construction services.

MRO PRODUCTS AND SERVICES
The following is a list of suggested (but not limited to) MRO Products and Services c ategories. List all categories along with manufacturer that you are responding with:
■ Abrasives
■ Appliances
■ Building Materials
■ Electrical Supplies
■ Fasteners & Adhesives
■ Fleet Maintenance
■ General Maintenance Supplies
■ HVAC
■ Hand Tools
■ Hardware
■ Hole making
■ Hose, Tube, Fittings & Valves
■ Indexable Cutting Tools
■ Irrigation Equipment & Supplies
■ Janitorial Supplies
■ Landscaping Supplies
■ Lighting Supplies
MSC currently carries over 2.1 million products from about 3,000 vendors. We also have extensive sourcing capabilities that provides us access to thousands of additional industrial suppliers for special orders. Our product line includes name-brand, exclusive-brand and generic products, and also represents a broad range of MRO products, such as:
◼ Safety/janitorial supplies
◼ Raw materials
◼ Measuring instruments
◼ Abrasives

◼ Tooling components
◼ Electrical supplies
◼ Metalworking products
◼ Machinery hand and power tools
◼ Power transmission
◼ Cutting tools
◼ Fasteners
◼ Plumbing supplies
◼ Flat stock
◼ Materials handling products
Among our millions of stocked SKUs, MSC has an exclusive brand offering in many categories, including:

Cutting Tools, Work and Tool Holding, Abrasives, Hand Tools, Material handling, Safety, Janitorial, Fluid Power and several other areas. From high-performance products to maintenance level functions, our exclusive brands are competitively priced alternatives to industry-leading brands and can generate significant cost savings for our customers.

For a supplier listing, please visit the following link: https://www.mscdirect.com/corporate/industrial- suppliers-line-card

Tab 6 – References

Provide at least ten (10) customer references for products and/or services of similar scope dating within the past three (3) years. Please provide a range of references across all eligible government entity groups including K-12, higher education, city, co unty, or non -profit entities.

All references should include the following information from the entity:
■ Entity Name
■ Contact Name and Title
■ City and State
■ Phone
■ Email
■ Years Serviced
■ Description of Services
■ Annual Volume
In addition to partnering with NCPA for over ten years, MSC has provided the additional references:

MSC REFERENCES
ENTITY NAME Tennessee Board of Regents
CONTACT NAME / TITLE Brian York, Director of Procurement and Travel CITY / STATE Nashville, TN
PHONE 615-366-3998
EMAIL [email protected]
YEARS SERVICED 8+ years
DESCRIPTION OF SERVICES Vendor on the TBR statewide punchout, provision of industrial and MRO supplies
ANNUAL VOLUME $1.5M

ENTITY NAME General Dynamics
CONTACT NAME / TITLE Cyndi Daley, Buyer Specialist, General Dynamics and Electric Boat Materials Management
CITY / STATE Groton, CT
PHONE 860-433-9368
EMAIL [email protected]
YEARS SERVICED 25 years
DESCRIPTION OF SERVICES On-Site Associates, Vending, VMI, eprocurement, Provision of MRO and Industrial Supplis
ANNUAL VOLUME $6M

ENTITY NAME University of Virginia
CONTACT NAME / TITLE John Gerding, Assistant Director of Procurement CITY / STATE Charlottesville, VA
PHONE 434-982-2563
EMAIL [email protected]
YEARS SERVICED 8+ years
DESCRIPTION OF SERVICES Provision of industrial and MRO supplies; Punchout Catalog ANNUAL VOLUME $400K

ENTITY NAME NAPA – CTA (Chicago Transit Authority)
CONTACT NAME / TITLE Kathy Panse, Vendor Performance Manager CITY / STATE Chicago, IL
PHONE 312-932-2148
EMAIL [email protected]
YEARS SERVICED 10 years
DESCRIPTION OF SERVICES Supply various parts for the Chicago Transit Authority ANNUAL VOLUME $166K+

ENTITY NAME City and County of San Francisco
CONTACT NAME / TITLE Gloria Yuen, Office of Contract Administration CITY / STATE San Francisco, CA
PHONE 928-652-1635
EMAIL [email protected]
YEARS SERVICED 6 years
DESCRIPTION OF SERVICES On-Site Associates, Inventory Management Solutions, MRO and Industrial Supplies
ANNUAL VOLUME $3M

ENTITY NAME San Diego International Airport (SDRCRAA)
CONTACT NAME / TITLE Erica Lopez, Sr. Procurement Analyst CITY / STATE San Diego, CA
PHONE 619-400-2681
EMAIL [email protected]
YEARS SERVICED 3 years
DESCRIPTION OF SERVICES Weekly on-site, Vendor Managed Inventory Programs ANNUAL VOLUME Approximately $350K

ENTITY NAME Pennsylvania State University
CONTACT NAME / TITLE Greg Zabrovsky, Sr. Procurement Agent CITY / STATE State College, PA
PHONE 814-867-4718
EMAIL [email protected]
YEARS SERVICED 5 years
DESCRIPTION OF SERVICES Provision of industrial and MRO products, Punchout catalog ANNUAL VOLUME $700K

ENTITY NAME City of Columbus
CONTACT NAME / TITLE Nancy Ison Purchasing Buyer
CITY / STATE Columbus, Ohio
PHONE 614-645-8315
EMAIL [email protected]
YEARS SERVICED 7 years
DESCRIPTION OF SERVICES Provision of industrial and MRO supplies, punchout catalog ANNUAL VOLUME Approximately $100K

ENTITY NAME University of Alabama
CONTACT NAME / TITLE Jason P. Jeffreys, Director of Purchasing CITY / STATE Tuscaloosa, AL
PHONE 205-348-3952
EMAIL [email protected]
YEARS SERVICED 3+ years
DESCRIPTION OF SERVICES Provision of industrial and MRO supplies, punchout catalog ANNUAL VOLUME $300K

ENTITY NAME University of Tennessee System
CONTACT NAME / TITLE Amy Dudenbostel, Buyer
CITY / STATE Knoxville, TN
PHONE 865-974-8451
EMAIL [email protected]
YEARS SERVICED 5 years
DESCRIPTION OF SERVICES Provision of industrial and MRO supplies, punchout catalog for UT statewide system
ANNUAL VOLUME $300K

ENTITY NAME Broward County Public Schools
CONTACT NAME / TITLE Reginald Moncrief, Supervisor Procurement and Warehouse Services CITY / STATE Sunrise, FL
PHONE 754-321-4725
EMAIL [email protected]
YEARS SERVICED 24 years
DESCRIPTION OF SERVICES Provision of industrial and MRO supplies ANNUAL VOLUME $150K+

Tab 8 – Value Added Products and Services

MSC supports our customer through a variety of value-added solutions and technological innovations that improve the overall customer experience.

MSC VALUE-ADDED SERVICES AND SOLUTIONS
Supporting our customers’ metalworking and MRO needs and providing a variety of value-added services, MSC differentiates ourselves from our competitors in the following ways:
◼ 2.1 Million In-Stock Products – One Supplier: Too many suppliers create a financial and administrative bottleneck. With 2.1 million in-stock SKUs available, we’ve established a one-stop shop for our customers, eliminating the hassle of purchasing from too many supplier sources. ◼ Business Needs Analysis (BNA): The BNA process reviews NCPA participating entities’ organizational strategy, goals, initiatives, capabilities and pain points. The result is a customized proposal outlining an optimal solution for participating entities, which may include inventory management solutions, eprocurement, training and more.

After a BNA has been conducted and solutions implemented, our associates constantly pursue opportunities for cost savings and efficiencies. Once identified, these recommendations will be presented during our Continuous Improvement Reviews. All savings and results will be documented in our patented Cost Saving Documentation.
◼ Continuous Improvement: We have developed and perfected a proven, repeatable process that helps companies overcome the challenges currently affecting their TCO. MRO GOTM is a four-step program where we discover areas for improved productivity, safety, profitability and efficiency. Then, we build a customized plan of action and provide solutions that will help your business improve productivity and achieve documented savings.
◼ Same-Day Shipping Guarantee: Our Same-Day Shipping Guarantee maintains a 99% fill rate. MSC can ship qualified, in-stock orders the same day provided the order is placed by the 8pm, ET, cut-off time. This inventory availability enables customers to reduce inventory investments and carrying costs.
◼ ControlPoint Inventory Management Solutions: Our innovative Vending Solutions, Inventory Management Software, Vendor Managed Inventory (VMI) and Customer Managed Inventory (CMI) programs, are amongst the most efficient in the industry and are key to lowering customers’ inventory investment, reduce sourcing costs and out-of-stock situations, and increasing business efficiency.

Orders generated through these inventory management solutions are integrated directly with mscdirect.com and many third-party eProcurement software solutions. ◼ Leading U.S. Metalworking Distributor: Our product portfolio includes Kennametal, Sandvik, Iscar, Seco and Walter brands. Additionally, we offer high-performance exclusive brands that provide high value, cost-effective alternatives for our customers. Our massive catalog includes a provision that identifies ‘Good-Better-Best’ product offerings. Alternative products can be recommended through

data analysis of indirect purchases; and lower-cost or higher-performance products can be recommended and tested as well. Our variety of options allows for the recommendation of the right- priced tool for the application rather than pushing a single manufacturer as an acceptable solution. ◼ Metalworking Field Specialists: MSC’s Metalworking Specialists (MWS) primary responsibility is to deliver documented value to our customers resulting from the product testing they administer on site. The costs savings MSC’s MWS’s document includes a variety of areas of productivity, including tool performance (speed/feed); cycle time; tool life; and other critical components of the manufacturing process.

Our proprietary ApOp (Application Optimization) software solution enables our metalworking specialists to document productivity savings for customers for a range of applications, including grinding, milling, turning, threading, sawing, hole-making, metalworking fluids and other manufacturing process improvements.

Additionally, MSC will also solicit the advice and assistance from our unmatched roster of metalworking suppliers. Our alignment and engagement with these suppliers enables MSC to address multiple applications across our customers’ facility, and therefore allows for more testing and savings documentation.
◼ MSC MillMax®: Our MSC MillMax® program focuses on maximizing milling productivity and reducing cost by reducing the milling optimization process to just a few minutes. MSC MSC MillMax® helps customers increase material removal rates, reduce cycle times, improve surface finishes and extend tool life, leading to improved productivity, quality and cost savings. Our team’s work with the Department of Energy’s Oak Ridge National Laboratory won MSC the 2021 ISA Award as well as the 2021 R&D 100 Award for breakthrough technology in a new commercial product. ◼ Industrial Safety Consultants: MSC maintains a staff of Industrial Safety Consultants dedicated meeting our customers’ safety needs. They partner with our customers’ safety teams and bring their expertise to support customer programs by leveraging our supplier relationships to conduct site surveys, personal protection assessments and facility audits. As MSC provides compliance-based training that can be conducted onsite or via WebEx conferences, we can tailor the program to meet customer needs. All MSC Industrial Safety Consultants maintain multiple certifications including:

QSSP Certification, OSHA 30-Hour Certification, Competent Person, and other certifications. ◼ Product Training: Leveraging our supplier relationships and their Subject Matter Expertise, we offer free product training in conjunction with our suppliers. Some examples of other free training programs and/or services include: Fall protection training; Lock Out/Tag Out Inspections; Harness Inspections; Ladder Safety Training; General Safety Training; Product Use Training; Hand Tool Safety Training; Power Tool Safety Training; Lifting Safety Training; Chemical Storage Safety Training and Inspections; Plant Signage Inspections; Confined Spaces Breathing Training; and Arc Flash Training. ◼ eCommerce Capabilities: Customers will realize a significant decrease in procurement costs when they take advantage of MSC’s eCommerce capabilities. You’ll have access to a wide array of functions and information, including: swift search and transaction capabilities; access to real-time inventory level information; customer-specific pricing; workflow management tools; customized reporting; and much more. Additionally, MSC easily interfaces directly with purchasing portals, such as ARIBA and Perfect Commerce in addition to ERP Procurement Solutions, such as Oracle, SAP and Infor.
◼ Comprehensive Customer Care Organization: MSC provides a robust network of regional and local sales associates and specialists to support sales, metalworking and inventory needs. Our experienced team includes customer care associates to assist with quotes, provide digital support,

offer sourcing, provide real-time inventory status, recommend product alternatives, provide advanced technical support and much more.
◼ Better MRO: Our online information hub provides the go-to-resources customers need to be more productive and safer every day on the job (www.mscdirect.com/betterMRO); and 12,500 unique users are relying on it every day. The Better MRO portal brings together real-world insights, knowledge, and practical application information from trusted sources including internal expertise, industry leading experts, safety and manufacturing leaders and professionals, supplier partners, and many other sources.

MSC AND TECHNOLOGICAL INNOVATION
MSC is continuously striving to provide new technologies and investments to better serve our customers.

Examples include:
◼ MSC has partnered with the Department of Energy’s Oak Ridge National Laboratory in creating our MillMax® program which focuses on maximizing milling productivity and reducing cost by reducing the milling optimization process to just a few minutes. Our team’s work with Oak Ridge National Laboratory won MSC the 2021 ISA Award as well as the 2021 R&D 100 Award for breakthrough technology in a new commercial product.
◼ CFC Automation: Looking to reduce labor for repetitive tasks on our warehouse floors, MSC has invested in automation technology. In fiscal year 2019, we introduced a patented robotic packing solution, and we are in the process of deploying advanced robotic picking technology to several of our CFCs.
◼ Digital Showroom: A innovative digital and interactive tour of the plant floor that guides our customers through MSC solutions and allows them to visualize how each one works.

Tab 9 – Required Documents

Please note, MSC has included all the Required Documents immediately following this page. We have also included all signed Addenda Acknowledgements.
◼ Federal Funds Certifications
◼ Clean Air and Water Act & Debarment Notice
◼ Contractors Requirements
◼ Required Clauses for Federal Assistance by FTA
◼ Federal Required Signatures
◼ Antitrust Certification Statements Texas Government Code § 2155.005 ◼ State Notice Addendum

Revised 9/30/15 Page 1of 5
As a result of Request for Proposal # RFP-MRO-UCSystem Wide-Jan312018 for Maintenance Repair and Operations (MRO) Supplies and Related Services, the Agreement to furnish certain goods and services described herein and in the documents referenced herein (“Goods and/or Services”) is made by and between The Regents of the University of California, a California public corporation (“UC”) on behalf of the University of California and the supplier named below (“Supplier”). This Agreement is binding only if it is negotiated and executed by an authorized representative with the proper delegation of authority.

1. Statement of Work

Supplier agrees to perform the Services listed in the statement of work attached as Attachment A (“Statement of Work”) and any other documents referenced in the Incorporated Documents section herein, at the prices set forth in the Statement of Work and any other documents referenced in the Incorporated Documents section herein. Unless otherwise provided in the Agreement, UC will not be obligated to purchase a minimum amount of Goods and/or Services from Supplier.

2. Term of Agreement/Termination

a) The initial term of the Agreement will be from July 1, 2018 and through June 30, 2023 (Initial Term) and is subject to earlier termination as provided below. UC may renew the Agreement for Two (2) successive One (1) -year periods (each, a Renewal Term), by providing Supplier with at least Thirty (30) 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 Supplier at least Thirty (30) calendar days' written notice.

c) UC or Supplier may terminate the Agreement for cause by giving the other party at least Fifteen (15) days' notice to cure a breach of the Agreement (Cure Period). If the breaching party fails to cure the breach within the Cure Period, the non-breaching party may immediately terminate the Agreement.

3. Purchase Order; Advance Payments
Unless otherwise provided in the Agreement, Supplier may not begin providing Goods and/or Services until UC approves a Purchase Order for the Goods and/or Services.

4. Pricing, Invoicing Method, and Settlement Method and Terms Refer to Statement of Work or Purchase Order for Pricing. For system wide agreements, each UC Location will specify the Invoicing Method and Payment Options that will apply, taking into account the operational capabilities of Supplier and the UC Location. See UC’s Procure to Pay Standards http://www.ucop.edu/procurement- services/_files/Matrix%20for%20website.pdf for the options that will be considered. In the case of systemwide agreements, each UC Location will specify these terms in a Statement of Work or Purchase Order, as the case may be.

Supplier will submit invoices following the designated invoice me thod directly to UC Accounts Payable Departments at each UC Location, unless UC notifies the Supplier otherwise by amendment to the Agreement.

Purchasing Agreement #2018.000208
DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 Purchasing Agreement # 2018.000208

Settlement Method and Terms
Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase, the Settlement Method and Terms will be as follows: Settlement Matrix Option 1. ACH 2%10 Net 30 or Virtual/Ghost Card

5. Notices

As provided in the UC Terms and Conditions of Purchase, notices may be given by overnight delivery or by certified mail with return receipt requested, at the addresses specified belo w. Additionally, notices by Email will be considered legal notice if such communications include the following text in the Subject field:

To UC, regarding contract issues not addressed above:

Name Adrian Ferreira
Phone 858-534-5618
Email [email protected]
Address 7835 Trade Street
San Diego, CA 92121

To Supplier:

Name Kevin Fitzgerald
Phone 757-679-9068
Email [email protected]
Address 2001 Theurer Blvd.

Winona MN, 55987

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)

/___/ Because the Services involve temporary or supplementary 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.

DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 Purchasing Agreement # 2018.000208

9. Fair Wage/Fair Work

/___/ Supplier is not required to pay the UC Fair Wage (defin ed 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 Certificate of Insurance to UC’s Buyer, by mail or overnight delivery. Additionally, this requirement will be considered satisfied if a PDF version of the Certificate of Insu rance is sent by Email and includes the following text in the Subject field: CERTIFICATE OF INSURANCE – FASTENAL COMPANY

12. 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 Cali fornia Information Practices Act of 1977, which includes a right of access by the subject individual. While ownership of confidential or personal information about individuals is subject to negotiated agreement between UC and Supplier, re cords will normally become UC’s property, and subject to state law and UC policies governing privacy and access to files. When collecting the information, Supplier must inform the individual that the record is being made, and the purpose of the record. Use of recording devices in discussions with employees is permitted only as specified in the Statement of Work.

13. Cooperative Purchasing

Supplier agrees to extend pricing and Goods and/or Services to the California State University institutions (CSU), California Community Colleges (CCC) and agencies nationwide registered with National Intergovernmental Purchasing Alliance Company (“National IPA”) under the terms of the Agreement. All contractual administration issues (e.g. terms and conditions, extensions, and renewals) will remain UC’s responsibility except as outlined in the above referenced RFP.

Operational issues, fiduciary responsibility, payment issues, performance issues and liabilit ies, and disputes involving individual CSU, CCC or Participating Agencies will be addresse d, administered, and resolved by each CSU or CCC campus or Participating Agency.

DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 Purchasing Agreement # 2018.000208

14. Incorporated Documents

The following documents are incorporated and made a part of the Agreement by reference as if fully set forth herein, listed in the order of precedence following the Agreement:
a) Statement of Work – Attachment A

b) UC Terms and Conditions of Purchase, dated 11/29/17

c) Attachment B – Appendix Electronic Commerce

d) UC Request for Proposal# RFP-MRO-UCSystemWide-Jan312018 (“RFP”) and

e) Supplier’s responses thereto submitted on or about March 26, 2018 (“RFP Response”)

f) Attachment C – Related Services

g) Attachment D – Category Discount Pricing

h) Attachment E– National Market Basket

i) Attachment F – FAST Solutions Bin Stock Agreement

j) Attachment G – FAST Solutions Onsite Agreement

k) Attachment H – FAST Solutions Vending Agreement

l) Attachment I – Supply Agreement

m) Attachment J – National IPA Requirements

n) Attachment K – UC Participating Entities

o) Attachment L – CSU Participating Entities

p) Attachment M – CCC Participating Entities

q) Attachment N – AICCU Participating Entities

r) Attachment O - Sustainability Specifications

DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 Purchasing Agreement # 2018.000208

15. 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.

The Agreement is signed below by the parties’ duly authorized representatives.

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

THE REGENTS OF THE FASTENAL COMPANY

UNIVERSITY OF CALIFORNIA

________________________________ ___________________________________ (Signature) (Signature)

________________________________ ___________________________________ (Printed Name, Title) (Printed Name, Title)

________________________________ ____________________________________ (Date) (Date)

Charles Miller, Executive Vice President
6/19/2018
DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 William Cooper AVP & Chief Procurement Officer
6/19/2018
ATTACHMENT A TO PURCHASING AGREEMENT # 2018.000208

STATEMENT OF WORK

This Statement of Work (“SOW”) is issued pursuant to Purchasing Agreement # 2018.000208 dated July 1, 2018 between UC and Supplier (“Agreement”).

1. Title and Description of the Scope of Goods and/or Services A complete and comprehensive offering of MRO supplies such as but not limited to appliances, material handling repairs, air filters, batteries, electrical, fasteners, hand tools, HVAC, lighting, lamps, ballast, fixtures, material handling repairs, motors, outdoor equipment, paint and equipment supplies, plumbing, pneumatic tools, power tools and accessories, safety, security, welding and soldering, public safety and any other miscellaneous MRO supplies offered by Supplier. Also include sourcing options for items not readily available.

Related Products and Services– A complete range of related products and services offered by Supplier including, but not limited to, supplier-managed inventory, vending machines, storehouse analytics, inventory management, safety training, and any other related services.

A. SCOPE:
a. UC Locations. Supplier agrees to extend the pricing basis, terms and conditions of the Agreement to all UC locations Supplier will make available to any UC location its improved pricing basis, terms or conditions resulting from increased usage or aggregation of activity by multiple UC locations. All contractual administration issues (e.g. terms and conditions, extensions, and renewals), operational issues, fiduciary responsibility, payment issues, performance issues and liabilities, and disputes involving individual UC locations will be addressed, administered, and resolved by each UC location. Any delay in payment or other operational issue involving one UC location will not adversely affect any other UC location.
b. California State University System. Supplier ag rees to extend pricing and services to the California State University institutions (CSU) under the terms of the Agreement. All contractual administration issues (e.g. terms and conditions, extensions, and renewals) will remain UC’s responsibility. Operational issues, fiduciary responsibility, payment issues, performance issues and liabilities, and disputes involving individual CSU campuses will be addressed, administered, and resolved by each CSU campus. c. California Community Colleges. Supplier agre es to extend pricing and services to the California Community Colleges (CCC) under the terms of the Agreement. All contractual administration issues (e.g. terms and conditions, extensions, and renewals) will remain UC’s responsibility. Operational issues, fiduciary responsibility, payment issues, performance issues and liabilities, and disputes involving individual CCC campuses will be addressed, administered, and resolved by each CCC campus.

2. Term of SOW
This SOW will begin on July 1, 2018 (“Effective Date”) and continue through June 30, 2023. This SOW may not be renewed or otherwise amended except through a Change Order pursuant to the Change Management section below.

DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT A TO PURCHASING AGREEMENT # 2018.000208

STATEMENT OF WORK

3. Key Tasks and Activities, Deliverables and Completion Timeframe Supplier Obligations
Task Activities Deliverables Completion Date
or Timeframe
1 Sales Report
Provide Quarterly Sales
report for all CHESS sales
transaction.

Exhibit X-
Quarterly Report Quarterly
2 Service Level
Agreement
Report
Report in which outlines the
details and supplier
performance specificed in
SLA.

SLA Report Quarterly
3 Green Spend
Report
Report in which outlines the
total sales classified as
“green and or sustainable ”
Green Spend
Report Quarterly

4. Key Personnel
Supplier’s Account Manager is listed below, is subject to UC approval, and has overall responsibility for managing the UC/Supplier relationship:

Name Kevin Fitzgerald
Phone 757-679-9068
Email [email protected]
Address 2001 Theurer Blvd.

Winona MN, 55987

Supplier’s Account Management Team is:

Name Erik McKenna
Title Director Government Sales – West
Phone 360-220-5683
Email [email protected]

Name Justin Burke
Title Government Sales Manager
Phone 916-612-7034
Email [email protected]

5. Reporting Requirements
Supplier agrees to provide other reports as reasonably requested by UC during the Term of the Agreement and any extension(s) to the Term at no additional cost to UC.

DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT A TO PURCHASING AGREEMENT # 2018.000208

STATEMENT OF WORK

6. Service Level Agreement (SLA)
During the term of this Master Agreement and any extension(s) of such term, Supplier agrees to the following Service Metrics details and specifications. UC service standards provides guarantees that Supplier shall consistently adhere to the standards for all Participating Locations:

6.1 Stock Item Delivery: Orders placed before 5:00 p.m. local time will ship the same day for next day delivery for items that are stocked within our local distribution footprint of Fastenal branches.

6.2 Non Stock Item Delivery: Supplier shall place th e order on the same day it receives the order from a Location. Supplier shall then deliver the Product the next day after Supplier's receipt of the item unless the item is shipped direct to the ordering Location from the Manufacturer.

6.3 Fill Rate: 98% order fill rate; 98% line fill rate

6.4 Returns: Full credit guaranteed on any return regardless of reason if within thirty (30) days of receipt with receipt, invoice, packing slip or similar documentation.

6.5 Return Pick-up: Pick-up will occur within five (5) days from request. Return time frame begins as of date of request for pick-up.

6.6 Credits: Full credit issued in same form as payment and referencing the original purchase order number.

6.7 Report Requests: Standard reports will be genera ted at the CHESS and Location or Participating Agency level quarterly or as necessary to track compliance.

6.8 Delivery Accuracy: 98% calculated based on percent of entire order fulfilled accurately.

6.9 On-Time Delivery: 98% calculated based upon the percent of the entire order arriving at the customer's required time.

6.10 Invoice/Billing Accuracy: 99%

6.11 Customer Service Satisfaction: Average score of 3.75 or better on a 5 point scale.

6.12 Quote Turnaround: 24 hours.

6.13 Response Time: Emergency Calls 1 hour; Non- Emergency Calls 4 business hours; Emergency Resolution Time Best efforts until issue is resolved

The minimum service standards set forth above recognize that occasional errors are likely; however, Supplier further agrees to use its best efforts to achieve 100% of service levels. Should the service levels fall below the minimum standards and Supplier does not take corrective action within fourteen (14) days following UC written notification, UC reserves the right to terminate the Agreement immediately.

7. Pricing and Invoicing Method
Pricing is addressed below. The Invoicing Method and Terms are addressed in the applicable Agreement.

As regards Invoicing Method and Terms, the terms of the applicable Agreement will take precedence over any conflicting terms in this Statement of Work.

7.1 Pricing:
a. National Market Basket, which is also referred to as the Market Basket – Provides for the deepest discounts on a variety of products to agencies nationwide. Pricing on the National Market Basket shall be provided to all Participating Agencies. Please refer to Attachment H – National Market Basket
b. Customized Market Basket - In addition to the National Core List, Custom Market Basket of up to One Thousand Five Hundred (1500) skus pricing will be held for a period of one (1) year, evaluation and selection of items w ill be mutually agreed upon. Supplier(s) will support a Participating Agency, if assistance is needed to create a Customized Market Basket that brings greatest value.
c. Category Discount – All percentage-off disc ounts for Catalog Pricing shall be deducted from the list price in effect at the time the Catalog Product is purchased by UC from DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT A TO PURCHASING AGREEMENT # 2018.000208

STATEMENT OF WORK

Supplier. Current list price for Catalog Products shall be available when UC logs into its account on Supplier’s Website. The proposed discount percentages must not exceed 2 digits (i.e., 10.37% is acceptable while10.37862% is not).please refer to Attachment G – Category Discount

7.2 Catalog Adjustments:
a. Price Updates. As described above in Product Pricing, prices for National Core List shall be reveiewed and subject to change one per year from 1st January. Third Party Product pricing and pricing for special price promotions shall be reviewed and updated on a quarterly basis (or earlier if mutually agreed). Price decreases shall be implemented on the quarterly review (or such ealier date mutually agreed by the parties). Changes to price file shall be submitted to UC and shall have a maximum period of 30 days to review and approve updates or raise objections. Objections shall be reviewed on a case by case basis with the balance of price amendments being approved for upload. In the event that UC does not approve or reject any updates within 45 days of the revised file being submitted to UC, then Seller shall be entitled to load the new pricing. b. Other Catalog Updates. Seller may provide other updates to the catalog quarterly or as mutually agreed. These updates may include (without limitation) changes to content, the addition of new products, removal of discontinued items, updates to unit of measure, and special promotional offers.

7.3 Product Pricing: Pricing shall be a fixed percentage (%) off catalog/list pricing by Product Category. a. Price Increase Documentation and Price Update Procedure: It should not be a forgone conclusion that Supplier automatically be gran ted a price increase each year on all items in the System or Market Basket. Supplier must provide a minimum 90-day notice of a price increase with supporting documentation. UC will evaluate price increase supporting documents and implement upon mutual acceptance. It is the intent of both parties that the Supplier(s) utilize best practices in Supply Chain Management to minimize cost increases.
b. Volatile Product Price Increases: For any System or Local Market Basket Item, where such Volatile Product has a significant price increase in excess of 3%, the parties agree to review those prices as frequently as quarterly and to negotiate prices for such Volatile Products individually in good faith between the parties. Increases must be mutually agreed upon by the parties.
c. Price Decreases: UC accepts price decreases as soon as they are available and can be entered into e-procurement or e-commerce purchasing processes. Notwithstanding anything to the contrary, Supplier(s) shall upload new pricing files within five (5) business days of receipt or as otherwise indicated, such other time to be not less than five (5) business days.
d. Special Discounts: At a Participating Agency’s request, Suppliers may offer discounts such as discounts based on large volume, sales growth, single delivery location, etc. e. Manufacture Direct Pricing Agreement: Participating Agency may request Supplier(s) to negotiate directly with manufactures for better pricing and or discounts, for the benefit of UC and/or each Participating Agency. Furt her, Participating Agency reserves the right to negotiate directly with manufactures for items purchased. Upon mutual agreement, Supplier may be selected to distribute the Product to UC and/or Participating Agency. f. Contractor Participation Contractors and Subcontractors: At the direction of Participating Public Agencies, to other Participating Agency Contractors or subcontractors, contractors shall extend this Agreement’s pricing and category discounts to other UC Contractors and Subcontractors (herein referred to as “Other UC Contractor”) for UC-related spend if Other UC Contractor provides Contractor with valid UC project number/project name and the Product is to be shipped directly to the Participating Agency related to the project.

Contractor has the right to verify with UC and the UC Project Number/Project Name.

Contractor also has the right to limit or te rminate an Other UC Contractor use of this Agreement if the Other UC Contractor fails to timely pay Contractor for Product, fails to establish and maintain adequate credit wort hiness or utilizes this Agreement for the benefit of anyone other than the Participating Agency for which the project relates.

DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT A TO PURCHASING AGREEMENT # 2018.000208

STATEMENT OF WORK

i. Other UC Contractors are not required to use Contractor for materials, therefore it is important that Contractor pricing be attractive and act as an incentive to purchase against this Agreement.
ii. Other UC Contractors are responsible for payment to Contractor and UC has no liability for OTHER UC Contractor purchas es. Contractor shall extend payment options to Other UC Contractor such as Purchase Order or Procurement Credit Cards, or other order placement and payment methods agreed upon by Contractor.
iii. Contractor shall track Other UC Contractors purchases and report on their purchases by, Other UC Contractor Name, product description, SKU and other spend related information that Contractor has available. iv. Other UC Contractor purchases shall appl y to the particular Participating Agency location’s contract purchases for purpose of Supplier Consolidation and Annual Incremental Growth and shall be calculated in contract purchases for the benefit of Participating Agency.

7.4 Invoices and Payments:
a. Invoices are required to contain the following information:
i. California sales tax as a separate line item
ii. Shipping costs as a separate line item
iii. UC or each respective Participating Agency’s Purchase Order, Release Number, or Agreement Number
iv. Description, quantity, catalog number and manufacturer number of the item ordered
v. Pricing per unit of purchase
vi. Extended price
vii. Total Amount Due
viii. Any pay/earned/dynamic discount
ix. Reference to original order number for all credit memos issued b. Modification of Terms: Participating Agencies commonly require a modification to a term of the Master Agreement (e.g. governing la w). Supplier and Participating Agency may agree to modify terms on any specific purchase by a Participating Agency without being in conflict with the Master Agreement.
c. Problems regarding billing or invoicing shall be directed to the Participating Agency as listed on the Purchase Order.

8. Incentives and Rebates

8.1 Cumulative Volume National Category Disco unt: Fastenal is offering a cumulative volume category discount if total cumulative product spend as reported under the agreement exceeds the volume target established in a given contract year. The additional discount will apply to product category discounts offered under the agreement. The volume discount excludes any market basket priced items. Additional discounts resulting from meeting the cumulative ordering volumes will be effective no later than the 1st day of the 14th month (allowing a one-month evaluation period) of the contract for the second year of the contract and run for 12 consecutive months, at which time spend for the next year will be evaluated for minimum spend requirements to achieve the additional volume discount continuation.

The maximum additional discount for the life of the contract is 3%. The Cumulative Ordering Volume Discount will be adjusted each contract year to coincide with the 1%, 2% or 3% discount achieved.
i. ILLUSTRATION for Cumulative Vo lume National Category Discounts DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT A TO PURCHASING AGREEMENT # 2018.000208

STATEMENT OF WORK

8.2 Additional Incentive Programs: If selected as the MRO Distributor for this agreement, Fastenal will offer the incentives detailed below to any Participating Entities utilizing the agreement who will meet a minimum spend expectation with Fastenal of $150,000 per year (12 months) in product purchases. A Supply Agreement will be required from the Participating Agency.

All incetives and rebates can be negotiated by Participating Agency to be granted at the Discount level if Participating Agency is unable to receive a rebate.

All Participating Entities who meet the requirement qualify for the following additional incentive programs listed:
i. Rebate (or Discount): 1% paid on annual contract spend directly to Participating Agency.
ii. Growth Incentive: 5% paid on annual contract spend in excess of previous year’s spend with Fastenal.
iii. E-Commerce Incentive: Fastenal is offering an incentive on all approved annual purchases through an e-commerce platform with Fastenal. Approved purchases are for standard product found on Fastenal.com or a 3rd party punch-out integration.

E-commerce can be defined as any e-commerce platform such as Fastenal.com or a 3rd party punch-out integration.

1. 1% paid on a minimum of 50% < of the total annual spend placed through the E-Commerce platform

2. 2% paid on a minimum of 80% < of the total annual spend placed through the E-Commerce platform
iv. Sustainable and Private Label Incetive: Fastenal is offering up to a 10% additional discount on any product that is purchased by the Participating Agency that is labelled or classified as “Green” or Exclusive Brand for Fastenal. v. Fastenal Solution Incentive: 3% paid on all product purchased through Fastenal in the first 12 months after signing and implementing a Fastenal Onsite Solution.

Implementation for an onsite can be 30-90 day from signature. A formal signature on our Fastenal agreement for a Fastenal onsite program is required to be eligible for this incentive. In addition to signing an agreement, Fastenal would also request inventory space or warehouse space for commonly used items from the Participating Agency to be eligible for this incentive. vi. Last Mile Delivery: Fastenal will offer a 0. 5% Last Mile Delivery Model incentive to UC/CHESS/NIPA Participating Entities in the form of an annual rebate check directly paid to the Participating Agency (payment will not be made to each location/department within each Participating Agency). Last Mile Delivery Model Incentive can be negotiated based on Program Structure with the Participating Agency directly.

DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT A TO PURCHASING AGREEMENT # 2018.000208

STATEMENT OF WORK

vii. Enhancements: Participating Entities have the ability to negotiate deeper incentives or programs based on the Participating Entities needs or requirements.

Enhancements are to be mutually agreed upon prior to implementation and must be negotiated at the Participation Agency level directly.

Additional Information: Eligible annual activity includes all product spend (gross product spend less product returns) and excludes freight (if charged) and sales taxes (if charged). The benchmark for year 1 will be determined by the eligible activity (irrespective of contract vehicle or if participating Agency purchased from Fastenal without a contract) for the previous contract year. Purchasing Agency will receive an activity report to support all calculations. Fastenal reserves the right to hold Rebate payments until open invoices for the subject contract year are paid. Incentive Program payments or discounts shall not automatically roll over in the event that Buyer continues to purchase product from Seller upon expiration of the Agreement. The Incentive Program period terminates at the end of the Agreement term and may only be extended by a written agreement signed by both parties. In the event that the underlying purchase Agreement is prematurely terminated by the Buyer, for any reason, Incentive Program credits accrued in the current contract year shall be forfeited by the Buyer. The Incentives earned by the member will be paid annually within the first contract quarter following each consecutive contract year in the form of a single disbursement.

9. Program Requirements
a. Shipping Terms: All domestic ground shipments shall be FOB Destination, Freight Prepaid and Included. Any handling fees shall also be included in the pricing.

b. Minimum Order: There shall be no minimum order requirement during the term of this Agreement and any extension(s) of such term.

c. Online Catalog: Online/ecommerce capability to access catalog reflecting contract pricing of all products.

d. Acceptance (if required): Upon delivery and successful installation, the material(s) shall be deemed accepted and the warranty period shall begin. All documentation shall be completed prior to final acceptance.

e. Training: Supplier(s) to provide detailed list of training that is offered under proposal and all additional training. Provide any details that are available if training can be conducted from manufacture direct, with the support of Supplier/Distributor.

f. Background Check: The parties agree to address the need of bagkround checks on a case- bycase basis as requested by Participating Entities.

g. Surveys: Supplier will, at Participating Agency request, conduct customer surveys. The content of these surveys will be approved by Partic ipating Agency. Participating Agency will be responsible for the tabulation of these surveys.

h. Program Management: Supplier will provide the necessary staff and resources to support CHESS program management function as outlined in the RFP and Supplier’s Response including, but not limited to:
i. Marketing Program to increase sales activity;
ii. Coordinating Program implementation;
iii. Providing superior customer service;
iv. Promoting alternate Services to reduce cost and to meet CHESS sustainability objectives;
DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT A TO PURCHASING AGREEMENT # 2018.000208

STATEMENT OF WORK

v. Demonstrating new Services;
vi. Managing the continuous improvement process;
vii. Providing on-going contract monitoring and maintenance; viii. Offering Services cost reduction and process improvement opportunities to CHESS; ix. Conducting monthly account review meetings.

i. Project Manager: Supplier will assign a project management team to coordinate Participating Agency implementation of the Agreement.

j. Order Packaging and Labeling. Supplier agrees that each UC order will be individually wrapped and labeled with the following information:
i. Purchase Order number;
ii. Product description, quantity and catalog number of the product ordered and an open 30-character field for internal identification e.g., UC storehouse catalog numbers and/or internal customer order numbers; and
iii. Other information, as may be requested by ordering UC Location. iv. Packaging slips will be attached to the outside of the package such that it can be inspected by UC at the requesting department and/or receiving dock.

k. Receiving Locations. Supplier agrees to provid e desktop and dock delivery to all UC current and future authorized personnel delivery points, as requested by UC.

l. Delivery Delays. Supplier will report any deliv ery delay whatsoever to the ordering Location, as well as its cause, within two (2) hours after Supplier is able to reasonably determine there will be a delay; the report will be provided to UC by telephone, e-mail, or facsimile. Supplier will keep UC fully informed and will take all reasonable action in eliminating the cause of delay.

m. Rush Delivery Requirements. Should a Participating Public Agency determine that rush shipping or other alternate shipping is required, it shall notify the Supplier. The Supplier shall determine any additional costs associated with such delivery terms and communicate that cost to the Participating Public Agency.

n. Out of Stock Items. If there is an out of stock situation of any ordered inventoried item(s), the out of stock item will be added to the back order file and will be delivered to UC when the item is in stock without a further order being submitted.

o. Substitutions. UC encourages Supplier to offer substitute or alternate items, brands or generic items to end users when the offer adds value to the procurement of goods and services. No substitutions of alternate items for products ordered will be permitted except with the express approval from authorized UC or Part icipating Agency personnel. Supplier shall not substitute and/or interchange a different brand or generic product or package size, other than the specific product ordered, without authorization from UC or Participating Agency. Any such authorization is granted on a per order basis and is not to be considered as justification for a Product substitution on any future orders or shipments.

p. Additional Services. Supplier will offer Change Management support to improve the adoption rate, achieve a successful implementation of solutions, and meet desired goals. Supplier will provide guidance and expertise in managing the change process with relevant solutions. Those solutions can be defined but not limited to: inventory management, vending machines, process changes, supplier consolidation, product standardization, and ecommerce. Refer to additional services attached by Supplier.

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STATEMENT OF WORK

q. Environmentally Preferable Product And Program Options. Supplier shall use best efforts to comply with the most current version of the University of California System recommendations as referenced in Attachment M – Sustainbility Specifications.

r. Emergency Disaster Response. In the event of natural disasters or emergency situations where the humans health and welfare are at risk, Supplier gives priority to emergency response personnel and entities including first responders, first receivers, emergency management agencies and similar entities and individuals. To the extent that Participating Agency Locations or portions of them fall within these parameters, Supplier shall give those Locations priority over other customers but not priority over others falling within these parameters.

s. Hazardous Materials and Safety Data Sheets (SDS ). Supplier shall retain title and/or ownership and responsibility for hazardous materials delivered to Participating Entities at all times.

t. Safety Data Sheets (SDS). In addition to existing regulatory requirements to provide Safety Data Sheets (SDS), Supplier sha ll make available at all times current SDS at an electronic website address accessible to the UC. To the extent available and upon request Supplier shall provide an electronic SDS for each Product ordered, in a format compatible with the UC's SDS database.

u. Chemical Tracking and Hazardous Substance Databa se. Each Participating Agency Location will work with the Supplier to implement, to the best of Supplier’s current capabilities, any current and new future technology to ensure Supplier's compliance with the Department of Transportation Regulations as they relate to the transport of hazardous materials. Supplier will coordinate with each Location's Office of Environmental Health and Safety (or equivalent) to ensure the compatibility of information technology hardware and software. At a minimum, the following information must be provided for each UC Locations' chemical inventory databases:

i. Chemical/product name Physical state at standard temperature and pressure ii. Type of container
iii. Size of container
iv. Unit of measure
v. Supplier shall also provide each Location with an annual summary of all hazardous chemicals purchased the previous year.

v. Product Promotions/Sales Incentives. Supplie r must communicate and make available any special Product promotional sales incentive offe rs to all Participating Agency Locations. All marketing and sales promotional materials must be submitted to each Participating Agency Location's Materiel Management or Strategic Sourcing Department, as determined during local implementation, for approval prior to distribution.

w. Discontinued Products. Supplier shall notify the UC sixty (60) days in advance of any National Market Basket Products being discontinued. If Products are replaced without proper notification, Supplier must supply Product until the sixty (60) day notification period is satisfied. Replacement of any discontinued Product should be offered to the Patricipating Agency at the same discount level as the item being replaced.

x. Quality Management and Continuous Improvement Process . The UC expects on an on-going basis to receive, review, consider and utilize suggestions, cost reduction opportunities and or recommendations as offered by the Contractor based on their professional experience. The performance philosophy of this Agreement is based on continuous improvement. This philosophy ascribes to the improvement in quality, costs and service. Supplier shall leverage its consulting services group to perform indirect materials management consulting. This team DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT A TO PURCHASING AGREEMENT # 2018.000208

STATEMENT OF WORK

will work with Participating Ag ency Locations to build a comp rehensive total cost summary and make recommendations on opportunities for improvement, including, but not limited to:

i. Productivity improvement - Supplier approach will be to understand the people, steps, and policies for purchasing MRO Products and help identify opportunities to streamline the process and reduce complexity.
ii. Inventory optimization – Analysis focuses on inventory dynamics which lead to identification of challenges which can include overstocking, availability, and obsolescence opportunities. Supplier strategi es for inventory optimization will help drive cost savings to the bottom line.
iii. Total Cost Savings – Supplier approach will provide a comprehensive analysis of Participating Agency Locations’ current environment and will help to prioritize strategies to improve service levels and lower overall MRO management costs (e.g., Product/Supplier Consolidation, Cost-in-Use and Energy).

Supplier shall present an annual plan that describes their strategy for quality management and process for continuous improvement. Supplier and the Participating Agency Locations will work to identify and implement additional opportunities to reduce costs, such as Supplier's Consulting Services, inventory solutions, and other
programs at no additional cost to the UC
and/or Participating Agency Location.

10. Changes to the Services
UC may desire to change the Goods and/or Services following execution of an SOW. If so, UC will submit a written Amendment to Supplier describing the changes in appropriate detail. If an Amendment does not require Supplier to incur any additional material costs or expenses, then Supplier will make the modification within ten (10) business days of Supplier’s receipt of UC’s Amendment. If an Amendment does require that Supplier incur additional material costs or expenses, then Supplier in good faith will provide UC with a written, high level, non-binding assessment of the costs and expenses and the time required to perform the modifications required by the Amendment, within ten (10) business days of Supplier’s receipt of UC’s Amendment. UC will notify Supplier in writing within ten (10) business days after receipt of Supplier’s response to the Amendment as to whether UC wishes Supplier to implement the Amendment based on the response. UC will compensate Supplier for implementation of an Amendment in accordance with the terms and conditions of the relevant Amendment and Supplier’s response to the Amendment, if any. Supplier’s implementation of an Amendment will not delay the performance of Services and/or the delivery of deliverables not reasonably affected by an Amendment.

DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT A TO PURCHASING AGREEMENT # 2018.000208

STATEMENT OF WORK

11. No Mandatory Use
Because there is no mandatory use policy at UC, nothing in this Statement of Work will be construed to prevent UC from entering into similar agreements with any third parties including, without limitation, suppliers that may be in competition with Supplier.

This Statement of Work is signed below by the parties’ duly authorized representatives.

THE REGENTS OF THE FASTENAL COMPANY

UNIVERSITY OF CALIFORNIA

________________________________ ____________________________________ (Signature) (Signature)

________________________________ ____________________________________ (Printed Name, Title) (Printed Name, Title)

________________________________ ____________________________________ (Date) (Date)

Charles Miller, Executive Vice President
6/19/2018
DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 William Cooper AVP & Chief Procurement Officer
6/19/2018

Revised 11/29/17

ARTICLE 1 – GENERAL
The equipment, materials, or supplies (“Goods”) and/or services (“Services”) furnished by Supplier (together, the “Goods and Services”) and covered by the UC Purchase Order (“PO”) and/or other agreement (which, when combined with thes e Terms and Conditions and any other documents incorporated by reference, will constitute the “Agreement”) are governed by the terms and conditions set fort h herein.

As used herein, the term "Supplier" includes Supplier and its sub- suppliers at any tier. As used herein, “UC” refers to The Regents of the University of California, a corporation described in California Constitution Art. IX, Sec. 9, on behalf of the UC Location (s) identified in the Agreement and/or the PO. UC and Supplier individually will be referred to as “Party” and collectively as “Parties.” Any defined terms not defined in these Terms and Conditions of Purchase will have the meaning ascribed to such term in any of the other documents incorporated in and constituting the Agreement. No other terms or conditions will be binding upon the P arties unless accepted by them in writing. 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 and conditions. The terms of any proposal referred to in the Agreement are included and made a part of the Agreement only to the extent the proposal specifies the Goods and/or Services ordered, the price therefor, and the delivery thereof, and then only to the extent that such terms are consistent with the terms and conditions of the Agreement.

ARTICLE 2 – TERM AND TERMINATION
A. As applicable, the term of the Agreement (“Initial Term”) will be stated in the Agreement. Following the Initial Term, the Agreement may be extended by written mutual agreement.

B. UC’s obligation to proceed is conditioned upon the appropriation of state, federal and other sources of funds not controlled by UC ("Funding"). UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation in the event that through no action or inaction on the part of UC, the Funding is withdrawn.

C. UC may, by written notice stating the extent and effectiv e date thereof, terminate the Agreement for convenience in whole or in part, at any time with not less than the number of days’ notice stated elsewhere in the Agreement. As specified in the termi nation notice, UC will pay Supplier as full compensation the pro rata Agreement price for performance through the later of the date that( i) UC provided Supplier with notice of termination or (ii) Supplier’s provision of Goods and/or Services will terminate.

D. UC may by written notice terminate the Agreement for Supp lier’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 perform ance and does not cure such failure within a reasonable period of time, or fails to supply the Goods and/or Services within the time specified or any written extension thereof. In such event, UC may purchase or otherwise secure Goods and/or Services and, except as otherwise provided herein, Supplier will be liable to UC for any excess costs UC incurs thereby.

ARTICLE 3 – PRICING, INVOICING METHOD, AND SETTLEMENT METHOD AND TERMS. Pricing is set forth in the Agreement or Purchase Order Number. Unless otherwise agreed in writing by UC , Supplier will use the invoicing method and payment settlement method (and will extend the terms applicable to such settlement method) set forth in UC ’s Supplier Invoicing, Terms & Settlement Matrix . UC will pay Supplier, upon submission of acceptable invoices, for Goods and/or S ervices provided and accepted. Invoices must be itemized and reference the Agreement or Purchase Order number. UC will not pay shipping, packaging or handling expenses, unless specified in the Agreement or Purchase Order. Unless otherwise provided, freight is to be FOB destination. Any of Supplier’s expenses that UC agrees to reimburse will be reimbursed under UC’s Travel Policy, which may be found at http://www.ucop.edu/central-travel- management/resources/index.html. Where applicable, Supplier will pay all taxes imposed on Supplier. Notwithstanding any other provision to the contrary, UC will not be responsible for any fees, interest or surcharges Supplier wishes to impose.

ARTICLE 4 – INSPECTION. The Goods and/or Services furnished will be exactly as specified in the Agreement, free from all defects in Supplier's performance, design, workman ship and materials, and, except as otherwise provided in the Agreement, will be subject to inspection and test by UC at all times and places. If, prior to final acceptance, any Goods and/or Services furnished are found to be incomplete, or not as specified, UC may reject them, require Supplier to correct them without charge, or require provision of such Goods and/or Services at a reduction in price that is equitable under the circumstances. If Supplier is unable or refuses to correct such deficiencies within a time UC deems reasonable, UC may terminate the Agreement in whole or in part. Supplier will bear all risks as to rejected Goods and/or Services and, in addition to any costs for which Supplier may become liable to UC under other provisions of the Agreement, will reimburse UC for all transportation costs, other related costs incurred, or payments to Supplier in accordance with the terms of the Agreement for unaccepted Goods and/or Services and materials and supplies incidental thereto. Notwithstandi ng final acceptance and payment, Supplier will be liable for latent defects, fraud or such gross mistakes as amount to fraud.

Terms and Conditions of Purchase

Revised 11/29/17

ARTICLE 5 – ASSIGNED PERSONNEL; CHARACTER OF SERVICES
Supplier will provide the Services as an independent contractor and furnish all equipment, personnel and materiel sufficient to provide the Services expeditiously and efficiently, during as many hours per shift and shifts per week, and at such locations as UC may so require.

Supplier will devote only its best-qualified personnel to work under the Agreement. Should UC inform Supplier that anyone providing the Services is not working to this standard, Supplier will immediately remove such personnel from providing Services and he or s he will not again, without UC’s written permission , be assigned to provide Services. At no time will Supplier or Supplier’s employees, sub-suppliers, agents, or assigns be considered employees of UC for any purpose, including but not limited to workers’ compensation provisions.

ARTICLE 6 – WARRANTIES
In addition to the warranties set forth in Articles 11, 12, 17, 23, 24 , 25 and 26 herein, Supplier makes the following warranties. Supplier acknowledges that failure to comply with any of the warranties in the Agreement will constitute a material breach of t he Agreement and UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation.

A. General Warranties . Supplier agrees that the Goods and Services furnished under the Agreement will be covered by the most favorable war ranties Supplier gives to any customer for the same or substantially similar goods or services, or such other more favorable warranties as specified in the Agreement. The rights and remedies so provided are in addition to and do not limit any rights afforded to UC by any other article of the Agreement.

B. Permits and Licenses. Supplier agrees to procure all necessary permits or licenses and abide by all applicable laws, regulations and ordinances of the United States and of the state, territory and political subdivision or any other country in which the Goods and/or Services are provided.

C. Federal and State Water and Air Pollution Laws . Where applicable, Supplier warrants that it complies with the requirements in UC Business and Finance Bulletin BUS -56 (Materiel Management; Purchases from Entities Violating State or Federal Water or Air Pollution Laws). Consistent with California Government Code 4477, these requirements do not permit UC to contract with entities in violation of Federal or State water or air pollution laws.

D. Accessibility Requirements. Supplier warrants that:

1. It complies with California and federal disabilities laws and regulations; and

2. The Goods and Services will conform to the accessibility requirements of WCAG 2.0AA.

Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Goods and/or Services.

E. Warranty of Quiet Enjoyment . Supplier warrants that Supplier has the right to use all intellectual p roperty that will be needed to provide the Goods and/or Services.

F. California Child Abuse and Neglect Reporting Act ("CANRA"). Where applicable, Supplier warrants that it complies with CANRA.

G. Debarment and Suspension. Supplier warrants that it is not prese ntly debarred, suspended, proposed for debarment, or declared ineligible for award of federal contracts or participation in federal assistance programs or activities.

H. UC Code of Conduct for Trademark Licensees . If the Goods will bear UC’s name (including U C 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 fr om UC and complies with the Trademark Licensing Code of Conduct policy, available at http://policy.ucop.edu/doc/3000130/TrademarkLicensing.

I. Outsourcing (Public Contract Code section 12147) Compliance. Supplier warrants that if the Agreement will displace UC employees, no funds paid under th e Agreement will be used to train workers who are located outside of the United States, or plan to relocate outside the United States as part of the Agreement . Additionally, Supplier warrants that no work will be performed under the Agreement with workers outside the United States, except as described in Supplier’s bid. If Supplier or its subsupplier performs the Agreement with workers outside the United State s during the life of the Agreement and Supplier did not describe such work in its bid, Supplier acknowledges and agrees that a) UC may terminate the Agreement without further obligation for noncompliance, and b) Supplier will forfeit to UC the amount UC paid for the percentage of work that was performed with workers outside the United States and not described in Supplier’s bid.

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

1. Unless UC indicates that the Goods and/or Services do not involve work made for hire, Supplier acknowledges and agrees that any deliverables provided to UC by Supplier in the performance of the Agreement, and any intellectual property rights therein, (hereinafter the "Deliverables") will be owned by UC. The Deliverables will be considered "work made for hire" under U.S. copyright law and all right, title, and interest to and in such Deliverables including, but not limited to, any and all copyr ights or trademarks, will be owned by UC. In the event that it is determined that UC is not the owner of such Delivera bles under the

Revised 11/29/17

"work made for hire" doctrine of U.S. copyright law, Supplier hereby irrevocably assigns to UC all right, title, and interest to and in such Deliverables and any copyrights or trademarks thereto.

2. The Deliverables must be new and original. S upplier 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, cop y, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables.

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

4. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such intellectual property rights to UC as well as all right, title and interest in tangible research products embodying any such inventions whether the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that UC may require in order to effectuate such assignment.

B. Goods and/or Services Not Involving Work Made for Hire.

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

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

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

4. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such intellectual property rights to UC as well as all right, title and interest in tangible research products embodying any such inventions whether the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that UC may require in order to effectuate such assignment.

C. General. 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 contra ctual 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 eve nt that UC receives notice of a claim of infringement or is made a party to or is threatened with being ma de 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 th e 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 w ill have the right to terminate the Agreement without damage, penalty, cost or further obligation.

ARTICLE 8 – INDEMNITY
Supplier will defend, indemnify, and hold harmless UC, its officers, employees, and agents, from and against all losses, expe nses (including, without limitation, reasonable attorneys' fees and costs), damages, and liabilities of any kind resulting from or arising out of the Agreement, including the performance hereunder of Supplier, its officers, employees, agents, sub -suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control, provided such losses, expenses, damages and liabilities are due or claimed to be due to the acts or omissions of Supplier, its officers, employe es, agents, sub-suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control. UC agrees to provide Supplier with prompt notice of any such claim or action and to permit Supplier to defend any claim or action, and that UC will cooperate fully in such defense. UC retains the right to participate in the defense against any such claim or action, and the right to consent to any settlement, which consent will not unreasonably be withheld.

Revised 11/29/17

ARTICLE 9 – INSURANCE
Supplier, at its sole cost and expense, will insure its activities in connection with providing the Goods and/or Services and obtain, keep in force, and maintain the following insurance with the minimum limits set forth below, unless UC specifies otherwise:

A. Commercial Form General Liability Insurance (contractual liability included) with limits as follows:

1. Each Occurrence $ 1,000,000

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

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

4. General Aggregate $ 2,000,000 B. Business Automobile Liability Insurance for owned, scheduled, non- owned, or hired automobiles with a combined single limit of not less than one million dollars ($1,000,000) per occurrence. (Required only if Supplier drives on UC premises or transports UC employees, officers, invitees, or agents in the course of supplying the Goods and/or Services to UC.) C. If applicable, Professional Liability Insurance with a limit of two million dollars ($2,000,000) per occurrence with an aggre gate of not less than two million dollars ($2,000,000). If this insurance is written on a claims-made form, it will continue for three years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effecti ve date of the Agreement.

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

E. If applicable, Supplier Fidelity Bond or Crime coverage for the dishonest acts of its employees in a minimum amount of one mi llion dollars ($1,000,000). Supplier will endorse such policy to include a “Regents of the University of California Coverage” or “Joint Payee Coverage” endorsement. UC and, if so requested, UC’s officers, employees, agents and sub -suppliers will be named as "Loss Payee, as Their Interest May Appear” in such Fidelity Bond.

F. Additional other insurance in such amounts as may be reasonably required by UC against other insurable risks relating to performance. If the above insurance is written on a claims -made form, it will continue for three years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agre ement.

If the above insurance coverage is modified, changed or cancelled, Supplier will provid e UC with not less than fifteen (15) days’ advance written notice of such modification, change, or cancellation, and will promptly obtain replacement coverage that complies with this Article.

G. The coverages referred to under A and B of this Article must include UC as an additional insured. It is understood that the coverage and limits referred to under A, B and C of this Article will not in any way limit Supplier’s liability. Supplier will furnish UC with certificates of insurance (and the relevant endo rsement pages) evidencing compliance with all requirements prior to commencing work under the Agreement. Such certificates will:

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

2. Include a provision that the coverage will be primary and will not participate with or be excess over any valid and collectible insurance or program of self-insurance carried or maintained by UC.

ARTICLE 10 – USE OF UC NAME AND TRADEMARKS
Supplier will not use the UC name, abbreviation of the UC name, trade names and/or trademarks (i.e., logos and seals) or any derivation thereof, in any form or manner in advertisements, reports, or other information released to the public, or place the UC name, abbreviations, trade names and/or trademarks or any derivation thereof on any consumer goods, products, or services for sale or distribution to the public, without UC’s prior written approval. Supplier agrees to comply at all times with California Education Code Section 92000.

ARTICLE 11 – FEDERAL ACQUISITION REGULATIONS – COMMERCIAL GOODS AND SERVICES Supplier who supplies commercial Goods and/or Services certifies and represents its compliance with the following clauses, as applicable.

Supplier shall promptly notify UC of any change of status with regard to these certifications and representations. These certifications and representations are material statements upon which UC will rely:

A. FAR 52.203-13, Contractor Code of Business Ethics and Conduct; B. FAR 52.219-8, Utilization of Small Business Concerns; C. FAR 52.222-4, Contract Work Hours and Safety Standards Act; D. FAR 52.222-17, Nondisplacement of Qualified Workers;

Revised 11/29/17

E. FAR 52.222-21, Prohibition of Segregated Facilities; F. FAR 52.222-26, Equal Opportunity;
G. FAR 52.222-35, Equal Opportunity for Veterans;
H. FAR 52.222-36, Equal Opportunity for Workers with Disabilities; I. FAR 52.222-37, Employment Reports on Veterans;
J. FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act; K. FAR 52.222-41, Service Contract Labor Standards;
L. FAR 52.222-50, Combating Trafficking in Persons;
M. FAR 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Mainten ance, Calibration, or Repair of Certain Equipment - Requirements;
N. FAR 52.222- 53, Exemption from Application of the Service Contract Labor Stan dards to Contracts for Certain Services - Requirements;
O. FAR 52.222-54, Employment Eligibility Verification;
P. FAR 52.222-55, Minimum Wages Under Executive Order 13658; Q. FAR 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations; and R. FAR 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels.

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 ite ms is for fulfillment of a specific U.S. Government prime or subcontract, additional information and/or terms and conditions may be included in an attached supplement. By submitting an invoice to UC, Supplier is representing to UC that, at the time of submission:

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

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

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

ARTICLE 12 – EQUAL OPPORTUNITY AFFIRMATIVE ACTION
Supplier will abide by the requirements set forth in Executive Orders 11246 and 11375. Where applicable, Supplier will abide by 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), incorporated by reference with this statement: “This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60 -1.4(a), 60-300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, the se regulations require that covered prime contractors and subcontractors take affirmative actio n to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.” With respect to activities occurring in the State of California, Supplier agrees to adhere to the California Fair Employment and Housing Act. Supplier will provide UC on request a breakdown of its labor force by groups as specified by UC, and will discuss with UC its policies and practices relating to its affirmative action programs. Supplier will not maintain or provide facilities for employees at any establishment under its control that are segregated on a basis prohibited by federal law. Separate or single -user restrooms and necessary dressing or sleeping areas must be provided, however, to ensure privacy.

ARTICLE 13 – LIENS
Supplier agrees that upon UC’s request, Supplier will submit a sworn statement setting forth the work performed or material furnished by sub-suppliers and material men, and the amount due and to become due to each, and that before the final payment called for under the Agreement, will upon UC’s request submit to UC a complete set of vouchers showing what payments have been made for such work performed or material furnished. Supplier will promptly notify UC in writing, of any claims, demands, causes of action, liens or suits brought to its attention that arise out of the Agreement. UC will not make final payment until Supplier, if required, deliv ers to UC a complete release of all liens arising o ut of the Agreement, or receipts in full in lieu thereof, as UC may require, and if required in either case, an affidavit that as far as it has knowledge or information, the receipts include all the labor and materials for which a lien could be filed; but Supplier may, if any sub -supplier refuses to furnish a release or receipt in full, furnish a bond satisfactory to UC to indemnify it against any claim by lien or otherwise. If any lien or claim remains unsatisfied after all payments are made, Supplier wil l 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.

Revised 11/29/17

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 premis es and all its tools, scaffolding, and surplus materials, and will leave the premises "broom clean" or its equivalent, unless more exactly specified. In case of dispute between Supplier and its sub - suppliers as to responsibility for the removal of the rubbish, or if it is not promptly removed, UC may remove the rubbish and charge the cost to Supplier.

B. Environmental, Safety, Health and Fire Protection . Supplier will take all reasonable precautions in providing the Goods and Services to protect the health a nd safety of UC employees and members of the public and to minimize danger from all hazards to life and property, and will comply with all applicable environmental protection, health, safety, and fire protection regulations and requirements (including reporting requirements). In the event that Supplier fails to comply with such regulations and requirements, UC may, without prejudice to any other legal or contractual rights of UC, issue an order stopping all or any part of the provision of the Goods and/or Services; thereafter a start order for resumption of providing the Goods and/or Services may be issued at UC’s discretion. Supplier will not be entitled to make a claim for extension of time or for compensation or damages by reason of or in connection with such stoppage. Supplier will have sole responsibility for the safety of all persons employed by Supplier and its sub - suppliers on UC premises, or any other person who enters upon UC premises for reasons relating to the Agreement. Supplier wi ll at all times maintain good order among its employees and all other persons who come onto UC's premises at Supplier's request and will not engage any unfit or unskilled person to provide the Goods and/or Services. Supplier will confine its employees and all other persons who come onto UC's premises at Supplier's request or for reasons relating to the Agreement and its equipment to that portion of UC's premises where the Services are to be p rovided or to roads leading to and from such work sites, and to any other area which UC may permit Supplier to use. Supplier will take all reasonable measures and precautions at all times to prevent injuries to or the death of any of its employees or any other person who enters upon UC premises at Supplier’s request. Such measur es and precautions will include, but will not be limited to, all safeguards and warnings necessary to protect workers and others aga inst any conditions on the premises that could be dangerous and to prevent accidents of any kind whenever the Goods and/or S ervices are being provided in proximity to any moving or operating machinery, equipment or facilities, whether such machinery, equipment or facilities are the property of or are being operated by, Supplier, its sub -suppliers, UC or other persons. To the ex tent compliance is required, Supplier will comply with all relevant UC safety rules and regulations when on UC premises.

C. Tobacco-free Campus. UC is a tobacco-free institution. Use of cigarettes, cigars, oral tobacco, electronic cigarettes and all other tobacco products is prohibited on all UC owned or leased sites.

ARTICLE 15 – LIABILITY FOR UC - FURNISHED PROPERTY
Supplier assumes complete liability for any materials UC furnishes to Supplier in connection with the Agreement and Supplier agrees to pay for any UC materials Supplier damages or otherwise is not able to account for to UC's satisfaction. UC furnishing to Supplier an y materials in connection with the Agreement will not, unless otherwise expressly provided in writing by UC, be construed to vest title thereto in Supplier.

ARTICLE 16 – COOPERATION
Supplier and its sub-suppliers, if any, will cooperate with UC and other suppliers and will so provide the Goods and/or Services that other cooperating suppliers will not be hindered, delayed or interfered with in the progress of their work, and so that all of such work will be a finished and complete job of its kind.

ARTICLE 17 – ADDITIONAL TERMS APPLICABLE TO THE FURNISHING OF GOODS The terms in this Article have special application to the furnishing of Goods:

A. Price Decreases. Supplier agrees immediately to notify UC of any price decreases from its suppliers, and to pass through to UC any price decreases.

B. Declared Valuation of Shipments . Except as otherwise provided in the Agreement, all shipments by Sup plier under the Agreement for UC's account will be made at the maximum declared value applicable to the lowest transportation rate or classification an d the bill of lading will so note.

C. Title. Title to the Goods purchased under the Agreement will pass dir ectly from Supplier to UC at the f.o.b. point shown, or as otherwise specified in the Agreement, subject to UC’s right to reject upon inspection.

D. Changes. Notwithstanding the terms in Article 34, Amendments, UC may make changes within the general scope of the Agreement in drawings and specifications for specially manufactured Goods, place of delivery, method of shipment or packing of the Goods by

Revised 11/29/17

giving notice to Supplier and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of the Agreement, UC and Supplier will agree upon an equitable adjustment in the price and/or delivery terms. Supplier may not make changes without UC’s written approval. Any claim of Supplier for an adjustment under the Agreement must be made in writing within thirty (30) days from the date Supplier receives notice of such change unless UC wai ves this condition in writing. Nothing in the Agreement will excuse Supplier from proceeding with performance of the Agreem ent as changed hereunder. Supplier may not alter or misbrand, within the meaning of the applicable Federal and State laws, the Good s 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 determi nes that Supplier knew or should have known that it was breaching this warranty, UC may, in addition to terminating t he Agreement, remove Supplier from consideration for UC contracts for a period not to exceed one year. This warranty is in addition to any applicable warranties in Articles 6 and 11.

F. Export Control. If any of the Goods is export-controlled under the International Traffic in Arms Regulations (22 CFR §§ 120 -130), the United States Munitions List (22 CFR § 121.1), or Export Administration Regulations (15 CFR §§ 730 -774) 500 or 600 series, or controlled on a military strategic goods list, Supplier agrees to pr ovide UC (the contact listed on the Purchase Order) with written notification that identifies the export-controlled Goods and such Goods’ export classification.

ARTICLE 18 – CONFLICT OF INTEREST
Supplier affirms that, to the best of Supplier’s knowledge, no UC employee who has participated in UC’s decision- making concerning the Agreement has an “economic interest” in the Agreement or Supplier. A UC employee’s “economic interest” means:

A. An investment worth $2,000 or more in Supplier or its affiliate; B. A position as director, officer, partner, trustee, employee or manager of Supplier or its affiliate; C. Receipt during the past 12 months of $500 in income or $440 in gifts from Supplier or its affiliate; or D. A personal financial benefit from the Agreement in the amount of $250 or more.

In the event of a change in these economic interests, Supplier will provide written notice to UC within thirty (30) days afte r such change, noting such changes. Supplier will not be in a reporting relationship to a UC employee who i s a near relative, nor will a near relative be in a decision making position with respect to Supplier.

ARTICLE 19 – AUDIT REQUIREMENTS
The Agreement is subject to the examination and audit of the California State Auditor or Comptroller Ge neral of the United States or designated Federal authority for a period of up to five (5) years after final payment under the Agreement. UC, and if the underlying grant or cooperative agreement so provides, the other contracting P arty or grantor (and if that be the United States or an instrumentality thereof, then the Comptroller General of the United States) will have access to and the right to examine Supplier’s pertinent books, documents, papers, and records involving transactions and work related to th e Agreement until the expiration of five (5) years after final payment under the Agreement. The examination and audit will be confined to those matters connected with the performance of t he Agreement, including the costs of administering the Agreement.

ARTICLE 20 – PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION Supplier agrees to hold UC’s Confidential Information, and any information derived therefrom, in strict confidence. Confidential Information shall be defined as any information disclosed by UC to Supplier for the purposes of providing the Good and/or Services which is (i) marked as “Confidential” at the time of disclosure; (ii) disclosed orally, identified at the time of such oral disclosure as confidential, and reduced t o 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 include information that: (i) Supplier can demonstrate by written records was known to Supplier prior to the effective date of the Agreement; (ii) is currently in, or in the future enters, the public domain other than through a breach of the Agreement or through other acts or omissions of Supplier; (iii) is obtained lawfully from a third party; or (iv) is disclosed under the California Public Records Act or legal process. Supplier will not access, u se or disclose Confidential Information other than to carry out the purposes for which UC disclosed the Confidential Information to Supplier, except as permitted or required by applicable law, or as otherwise authorized in writing by UC. For avoidance of d oubt, this provision prohibits Supplier from using for its own benefit Confidential Information and any information derived therefrom. If required by a court of competent jurisdiction or an administrative body to disclose Confidential Information, Supplier will notify UC in writing immediately upon receiving notice of such requirement and prior to any such disclosure (unless Supplier is prohibited by law from doing so) , to give UC an opportunity to

Revised 11/29/17

oppose or otherwise respond to such disclosure. Supplier’s transmission, transportation or storage of Confidential Information outside the United States, or access of Confidential Information from outside the United States, is prohibited except with prior written authorization by UC. UC’s Appendix – Data Security and Privacy and/or Appendix – HIPAA Business Associate will control in the event that one or both appendices is incorporated into the Agreement and conflicts with the provisions of this Article.

ARTICLE 21 – UC WHISTLEBLOWER POLICY
UC is committed to condu cting its affairs in compliance with the law, and has established a process for reporting and investigating suspected improper governmental activities. Please visit http://www.ucop.edu/uc-whistleblower/ for more information.

ARTICLE 22 – ENVIRONMENTALLY PREFERABLE PRODUCTS
Supplier will use environmentally preferable products and services (i.e., products and services with a lesser or reduced effe ct on human health and the environment), to the maximum po ssible extent consistent with the Agreement. Information on environmentally preferable products and services is available at: http://www.epa.gov/opptintr/epp/.

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 would cost if Supplier did not offer health coverage to such full -time employees.

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

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

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

Supplier acknowledges that UC is relying on these warranties to ensure UC’s complia nce with the PPACA Employer Shared Responsibility provision.

ARTICLE 24 - PREVAILING WAGES
Unless UC notifies Supplier that the Services are not subject to prevailing wage requirements, Supplier will comply, and will ensure that all sub-suppliers comply, w ith California prevailing wage provisions, including but not limited to those set forth in Labor Code sections 1770, 1771, 1771.1, 1772, 1773, 1773.1, 1774, 1775, 1776, 1777.5, and 1777.6. For purposes of the Agreement, the term “sub -supplier” means a person or firm, of all tiers, that has a contract with Supplier or with a sub -supplier to provide a portion of the Services. The term sub-supplier will not include suppliers, manufacturer s, or distributors. Specifically, and not by way of limitation, if appr enticable 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 regi stered and qualified to perform public work pursuant to Labor Code Section 1725.5 and 1771.1. Notwithstanding the foregoing provisions, Supplier will be solely responsible for tracking and ensuring proper payment of prevailing wages regardless if Services are partially or wholly subject to prevailing wage requirements. In every instance, Supplier will pay not less than the UC Fair Wage (defined as $13 per hour as of 10/1/15, $14 per hour as of 10/1/16, and $15 per hour as of 10/1/17) for Services being perf ormed at a UC Location (defined as any location owned or leased by UC).

The California Department of Industrial Relations (DIR) has ascertained the general prevailing per diem wage rates in the loc ality in which the Services are to be provided for each cr aft, 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.

Revised 11/29/17

By this reference, such notices are made part of the Agreement. Supplier will pay not less than the prevailing wage rates, as specified in the schedule and any amendments thereto, to all workers employed by Supplier in providing the Services. Supplier will cause all subcontracts to include the provision that all sub-suppliers will pay not less than the prevailing rates to all workers employed by such sub- suppliers in providing the Services. The Services are subject to compliance monitoring and enforcement by the DIR. Supplier will forfeit, as a penalty, not more than $200 for each calendar day or portion thereof for each worker that is paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any portion of the Services provided by Suppl ier or any sub-supplier. The amount of this penalty will be determined pursuant to applicable law. Such forfeiture amounts may be deducted from the amounts due under the Agreement . If there are insufficient funds remaining in the amounts due under the Agreement, Supplier will be liable for any outstanding amount remaining due. Supplier will also pay to any worker who was paid less than the prevailing wage rate for the work or craft for which the worker was employed for any portion of the Services, for each day, or portion thereof, fo r which the worker was paid less than t he 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 w ill be made pursuant to California Labor Code section 1742.

ARTICLE 25 – FAIR WAGE/FAIR WORK
If the Services will be performed at one or more UC Locations , do not solely involve furnishing Goods, and are not subject to extramural awards containing sponsor-mandated terms and conditions, Supplier warrants that it is in compliance with applicable federal, state and local working conditions requirements, including but not limited to those set forth in Articles 11, 12 and 14 herein, and tha t Supplier pays its employees performing the Services no less than the UC Fair Wage. Supplier agrees UC may conduct such UC Fair Wage/Fair Work interim compliance audits as UC reasonably requests, as determined in UC’s sole discretion . Supplier agrees to post UC Fair Wage/Fair Work notices, in the form supp lied by UC, in public areas (such as break rooms and lunch rooms) frequented by Supplier employees who perform Services.

For Services that exceed $100,000 annually and are not subject to prevailing wage requirements , Supplier will, a) at Supplier’s expense , provide an annual 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) in compliance with UC’s required audit standards and procedures ( http://www.ucop.edu/procurement-services/_files/fw-fw-annual-audit-standards-procedures.pdf), concerning Supplier’s compliance with this provision, and b) ensure that in the case of a UC interim audit, its auditor makes available to UC its UC Fair Wage/Fair Work work papers for the most recently audited time period. Supplier agrees to provide UC with a UC Fair Wage/Fair Work certification annually, in a form acceptable to UC, no later than ninety days after each one year anniversary of the agreement’s effect ive date, for the twelve months immediately preceding the anniversary date.

ARTICLE 26 – MEDICAL DEVICES
This Article applies when the Goods and/or Services involve UC purchasing or leasing one or more medical devices from Supplier, or when Supplier uses one or more medical devices in providing Goods and/or Services to UC.

Medical Device as used herein will have the meaning provided by the U.S. Food and Drug Administration (“FDA”) and means an instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent, or other similar or related article, inclu ding a component part, or accessory which is: (i) recognized in the o fficial National Formulary, or the United States Pharmacopoeia, or any supplement to them; (ii) intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatm ent, or prevention of disease, in man or other animals, or ( iii) intended to affect the structure or any function of the body of man or other animals, and which does not achieve any of its primary intended purposes through chemical action within or on the body of man or other animals and which is not dependent upon being metabolized for the achievement of any of its primary intended purposes.

Supplier warrants that prior to UC’s purchase or lease of any Goods and/or Services or Supplier’s use of any product in provi ding Goods and/or Services hereunder, Supplier wil l: (i) perform security testing and validation for each such Goods and/or Services or product, as applicable; (ii) perform a security scan by an anti -virus scanner, with up-to-date signatures, on any software embedded within any Goods and/or Services or pr oducts, as applicable, in order to verify that the software does not contain any known viruses or malware; (iii) conduct a vulnerability scan encompassing all ports and fuzz testing; and (iv) provide UC with reports for (i) – (iii). Supplier warrants that all security testing performed by Supplier covers all issues noted in the “SANS WE TOP 25” and/or “OWASP Top 10” documentation.

Throughout Supplier’s performance of this Agreement, Supplier will provide UC with reasonably up-to-date patches, firmware and security updates for all Goods and/or Services provided to UC, and other products used in the course of providing Services, as applica ble. All such

Revised 11/29/17

patches and other security updates will be made available to UC within thirty (30) days of its commercial r elease or as otherwise recommended by Supplier or Supplier’s sub-supplier, whichever is earlier.

Supplier warrants that all software and installation media not specifically required for any products 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 or products following installation, and that all hardware ports and drives not required for use or operation of such Goods an d/or Services or products will be disabled at time of installation. In addition, Medical Devices must be configured so that only Supplier -approved applications will run.

Supplier agrees that UC may take any and all actions that it, in its sole discretion, deems necessary to address, mitigate and/or rectify any real or potential security threat, and that no such action, to the extent such action does not compromise device certificatio n, will impact, limit, reduce or negate Supplier’s warranties or any of Supplier’s other obligations hereunder.

Supplier warrants that all of the Goods and/or Services provided to UC, and other products used in the course of providing such Goods and/or Services, meet and comply with all cyber -security guidance and similar standards promulgat ed by the U.S. Food and Drug Administration and any other applicable regulatory body.

If the Goods and/or Services entail provision or use of medical devices, 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(s) in its performance of Services. If Supplier provides MDS2 form(s) to UC concurrently with its provision of Goods and/or Services, UC will have a reasonable period of time to review such MDS2 form(s), and if the MDS2 form(s ) 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 the P arty’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 approval. 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 is intended to make any person or entity that is not a signer to the Agreement a third -party beneficiary of any right created by this Agreement or by operation of law.

ARTICLE 30 – OTHER APPLICABLE LAWS
Any provision required to be included in a contract of this type by any applicable and valid federal, state or local law, ordinance, rule or regulations will be deemed to be incorporated herein.

ARTICLE 31 – NOTICES
A Party must send any notice required to be given under the Agreement by overnight delivery or by certified mail with return rec eipt requested, to the other Party’s representative at the address specified by such Party.

ARTICLE 32 – SEVERABILITY
If a provision of the Agreement becomes, or is determined to be, illegal, invalid, or unenforceable, that will not affect the legality, validity or enforceability of any other provision of the Agreement or of any portion of the in validated provision that remains legal, valid, or enforceable.

ARTICLE 33 – WAIVER
Waiver or non-enforcement by either Party of a provision of the Agreement will not constitute a waiver or non -enforcement of any other provision or of any subsequent breach of the same or similar provision.

Revised 11/29/17

ARTICLE 34 – AMENDMENTS
The Parties may make changes in the Goods and/or Services or otherwise amend the Agreement, but only by a writing signed by both Parties’ authorized representatives.

ARTICLE 35 – GOVERNING LAW AND VENUE
California law will control the Agreement and any document to which it is appended. The exclusive jurisdiction and venue for any and all actions arising out of or brought under the Agreement is in a state court of competent jurisdiction, situated in the county in the State of California in which the UC Location is located or, where the procurement covers more than one UC Location , the exclusive venue is Alameda County, California.

ARTICLE 36 – 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 37 – SURVIVAL CLAUSE
Upon expiration or termination of the Agreement, the following provisions will survive: WARRANTIES; INTE LLECTUAL PROPERTY, COPYRIGHT AND PATENTS; INDEMNITY; 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 CONFIDENTIAL INFORMATION; GOVERNING LAW AND VENUE, and, to the extent incorporated into the Agreement, the terms of the APPENDIX–DATA SECURITY and/or APPENDIX–BUSINESS ASSOCIATES.

Revised 9/19/17 Page 1 of 5

This Electronic Commerce Appendix specifies the electronic commerce requirements applicable to Supplier in providing the Goods and/or Services.

SECTION 1 - GENERAL TERMS

Each UC Location offers an electronic web-based purchasing and catalog system to facilitate the purchase of Goods and/or Services from UC suppliers. UC Locations’ eProcurement systems currently are provided by two suppliers .

This Appendix sets forth the terms and conditions that will govern Supplier ’s sale of Goods and/or Services through UC’s eProcurement systems.

SECTION 2 - DEFINITIONS

Catalog(s) refers to the list of detailed product information, agreement pricing, manufacturer part numbers and/or service descriptions relating to the Goods and/or Services to be offered either as a Punch -Out Catalog, a Hosted Catalog or in a combination. This may include the creation of multiple Hosted Catalogs.

eProcurement and eCommerce are used interchangeably to mean UC’s electronic web -based purchasing and catalog systems. Each UC location has a branded eProcurement site.

Go Live Date means the date on which a Catalog will be active.

Hosted Catalog means a Catalog that is a properly formatted computer file supplied to all UC L ocations through the Locations’ respective eProcurement systems.

Order means a purchase order for Goods and/or Services placed by a User through an eProcurement system.

Order Data means all data and information relating to Orders, including, without limitation, the specifics of a given transaction.

Punch-Out Catalog means a Catalog, hosted by Supplier on Supplier ’s Site. Users may access this Punch- Out Catalog via an internet link provided by Supplier to UC that redirects a User from the campus eProcurement site to Supplier Site. The Punch- Out Catalog will permit: (a) Users to access the Supplier Website when a Use r selects the Punch-Out Catalog; (b) User to create an Order through the eProcurement sites; and (c) UC eProcurement sites to forward an Order to Supplier for confirmation and Order processing along with Order status inquiry.

Supplier Mark means Supplier’s name, trade name, and/or trademarks, service mark, or any derivation thereof.

Supplier Site means an internet site operated and maintained by Supplier that has been made subject to this Appendix.

UC Mark means UC’s name, trade name, and/or trademarks, service marks, or any derivation thereof.

User means an individual authorized by a UC location to use an eProcurement system.

SECTION 3 – RIGHT TO USE

UC grants to Supplier the right to sell Goods and/or Services to UC through the eProcurement systems . Supplier will be responsible for any cost of operation or dispute with regard to its interface with UC’s eProcurement systems.

Appendix- Electronic Commerce
Revised 9/19/17 Page 2 of 5

SECTION 4 – ESTABLISHMENT/MAINTENANCE OF CATALOG; SITE RESPONSIBILITY; LICENSE

(a) Establishment and Maintenance . The parties agree to electronically link the functionality of their respective systems, using commercially reasonable efforts. Supplier will provide its Catalog(s) to UC in a file format that will interface seamlessly with UC’s eProcurement systems. These Catalog files will be in compliance with each UC Location’s eProcurement syste m and Order Data will be transmitted according to the appropriate cXML or xCBL standards as the case may be. For Hosted Catalogs, Supplier must provide UC with updated versions of the Catalog file with, at a minimum, full descriptions and images that Supplier currently utilize s for items offered in its proprietary websites and Punch- Out Catalogs. The parties will update each other regarding eCommerce specifications as needed from time to time.

Supplier must notify UC’s Contract Administrator at least three (3) weeks in advance of the proposed Go Live Date if it will be requesting additions, deletions or modificati ons to the Catalogs. After such advance notification, Supplier must provide UC with Catalog files containing the requested additions, deletions or modifications with no less than the lead time directed by UC’s Contract Administrator ; provided, however, that f or all Catalogs that Supplier requests to have a J anuary 1 Go Live Date, Supplier must submit proposed files no later than Dec ember 1.

Upon UC’s approval of the new Catalog file, Supplier will make the updated version of the Cata log file effective on the Go Live Date on which UC and Supplier agree . If UC rejects a Catalog more than once because it does not meet UC’s acceptance criteria, the Contract Administrator will suspend Supplier’s price/content change until the date of Supplier’s next contracted change.

If there is a conflict between a price in a Hosted Catalog and a Punch- Out Catalog, UC will be invoiced at the lower price. If the price discrepancy is due to UC’s failure to timely update a Hosted Catalog , Supplier may charge the higher price and UC will work with Supplier to rectify the problem as quickly as possible.

All Supplier -provided pricing in any Catalogs, whether Hosted or Punch- Out, will be inclu sive of all shipping, handling, fees and charges of any sort, except applicable taxes.

Supplier is responsible for providing UC with Catalogs that contain accurate pricing and data in accordance with the Agreement. If UC determines there are errors in th e pricing or data attributes of a Catalog, UC will notify Supplier of those errors in writing and reject the Catalog. Supplier will have no more than ten (10) business days to review and correct the errors. Supplier agrees that UC may block customized Cat alogs at the SKU and/or category level.

UC’s Terms and Conditions of Purchase state that the Goods and/or Services must be exactly as specified in the Agreement. For the avoidance of doubt, this means that Supplier may not , without UC’s prior consent, substitute items, change SKU numbers or change the number of items in a package in any Catalog.

(b) Site Responsibility. Except as otherwise set forth herein, each party will be responsible, at its own expense, for:
(i) developing, operating and maintain ing its website; (ii) acquiring and maintaining its server hardware and software (or obtaining third-party hosting services) for its website; and (iii) maintaining Internet connectivity.

(c) License. Supplier hereby grants to UC , at no additional cost, a limited, non-exclusive, royalty-free right to link to and access the Supplier Site from the eProcurement sites, subject to the terms and conditions herein and solely for the purpose of permitting Users to access the Services. All Supplier Marks will remain the sole property of Supplier.

SECTION 5 – USER SUPPORT

(a) UC Duties. Each UC Location will provide its Users with initial contact and system support assistance on all functionality and use issues for eProcurement (including links to the Supplier Site). When known, UC will promptly notify Supplier of any such issues relating to the Catalog, the Supplier Site and/or other Supplier materials/systems.

Revised 9/19/17 Page 3 of 5

(b) Supplier Duties . Supplier will provide all customer support relating to the Catalog, Supplier Goods and/or Services and Supplier Sites in a manner consistent with the customer support that Supplier provides to other customers, and at least as good as the customer support that Supplier provides to customers who are purchasing through means other than websites.

SECTION 6 – PROPRIETARY RIGHTS

UC’s Terms and Conditions of Purchase contains provisions regarding the parties’ rights and responsibilities with respect to intellectual property relating to the Goods and Services . Without altering those provisions, the parties additionally agree as follows. UC may require Supplier to “brand” Suppli er’s Punch-Out Catalog with one or more UC Marks. If UC requires Supplier to utilize one or more UC Marks on Su pplier’s Punch- Out Catalog, UC will provide the appropriate artwork and such artwork will be deemed to have been provided with a limited, non- exclusive, non-sublicensable right for Supplier to use it solely for the purpose of a UC -branded Punch-Out Catalog hosted by Supplier and subject to the following terms:

Supplier may not make any additional use of the UC Marks without UC’s prior written approval.

Supplier’s use of the UC Marks in the Punch- Out Catalog must acknowledge UC 's ownership of the UC Marks .

Supplier will include all notices and legends with respect to UC trademarks, trade names, or copyrights as may be required by applicable trademark and copyright laws or which may be reasonably requested by UC. Supplier agrees not to claim any title to UC Marks or any right to u se UC Marks except as permitted by this Appendix. Upon termination of this Appendix or the Agreement , all rights to UC Marks conveyed by UC to Supplier will cease and Supplier will destroy or return to UC all media with UC Marks . UC specifically reserves any and all right s to UC Marks not specifically granted to Supplier.

Supplier grants to UC the right to use Supplier's trademarks, logos, trade names, and service marks for the purpose of promoting UC eProcurement sites to the UC community. UC acknowledges Supplier's right, title and interest in and to Supplier’s Marks and Supplier’s exclusive right to use and license the use of Supplier Marks and agrees not to claim any title to Supplier Marks or any right to use Supplier Marks except as p ermitted by this Addendum. UC will include all notices and legends with respect to Supplier trademarks, trade names, or copyrights as may be required by applicable trademark and copyright laws or which may be reasonably requested by Supplier. Upon termination of this Appendix, all rights to Supplier Marks conveyed by Supplier to UC will cease and UC will destroy or return to Supplier all media with Supplier Marks . Supplier specifically reserves any and all right to Supplier Marks not specifically granted to UC.

The licenses granted in the previous paragraphs regarding UC Marks and Supplier Marks are subject to the ongoing approval of the party owning the respective trademarks, logos, trade names, or copyrights. Such ongoing approval includes the ability to terminate – at any time, for any reason, and in the sole discretion of the owner of the respective trademarks, logos, trade names, or copyrights – the trademark license s provided in the preceding paragraphs for any particular trademark, logo, trade name, or copyrig hted work without necessarily terminating this Appendix. Each party agrees not to take any action that will adversely reflect upon or damage the goodwill, reputation, or the brand value of the other party. Each party further agrees not to take any action that is inconsistent with the other party’s ow nership of the respective trademarks, trade names, or copyrights . At all times (including following term ination of th e Agreement), Supplier agrees to comply with Section 92000 of California’s Education Code.

(a) Grant of License. Supplier hereby grants UC a non-exclusive, royalty-free: (i) license to use, copy , transmit, and display the Catalog, any information contained therein and the Supplier Marks for the purposes of permitting Customers to access information about and order Supplier Goods and/or Services from a Catalog and (ii) if Supplier is using a Punch -Out Catalo g, right to link to and access the Punch -Out Catalog on the Supplier Site, for the purposes of permitting Customers to access the Supplier Website and permitting Customers to order Supplier Goods and/or Services.

Revised 9/19/17 Page 4 of 5

(b) Modifications. UC will not modify or r emove any of the proprietary rights markings in the Catalog. UC will not modify the Catalog, except as supplied by Supplier. UC will not make any representations or warranties, or provide any information, to any third party regarding any Supplier Goods and/or Services (including, but not limited to, any representations or warranties of any information regarding availability, delivery, pricing, characteristics, qualifications or specifications thereof). If UC believes in good faith that any Supplier informat ion does not conform to the requirements of the associated UC Agreement or this Appendix , UC will be entitled to withdraw the Catalog from UC eProcurement sites. In such a case, UC will promptly notify the Supplier of the actions it has taken and will work with the Supplier promptly to resolve UC’s concerns. When UC’s concerns are satisfactorily resolved, UC will promptly restore the Catalog , if appropriate . UC will have no liability to the Supplier or anyone else for exercising these rights.

(c) Acknowledgment. Each party acknowledges that the technology embodied in the other party’s Site may be based on patented or patentable inventions, trade secrets, copyrights or other intellectual property or proprietary rights (“Intellectual Property Rights”) owned by the other party and its applicable licensors.

(d) UC Rights. As between the parties, UC will be the sole owner of – or, with respect to any items licensed by UC, will retain all rights to – UC eProcurement sites and all Intellectual Pro perty Rights ass ociated with UC eProcurement sites, including any modifications, updates, enhancements or upgrades to any of the foregoing, as well as any Order Data generated or collected on such Site (collectively, the “ UC Materials”). Except as provided herein, Supplier may not copy or use in any way, in whole or in part, any UC Materials without UC’s prior written approval. Any permitted copies of such property, in whole or in part, alone or as part of a derivative work, will remain UC’s sole property. Supplier agrees to reproduce and include UC’s copyright, trademark and other proprietary rights notices on any permitted copies of UC Materials including, without limitation, partial copies and copied materials in derivative works. Suppli er will not copy or reproduce any third- party copyrighted or trademarked materials, which appear on or are otherwise associated with any UC eProcurement site without UC’s prior written consent.

SECTION 7 – MULTIPLE SUPPLIERS

Supplier acknowledges that al l UC eProcurement sites are intended to facilitate Users’ ability to obtain Goods and/or Services from more than one supplier . Nothing in this Appendix will be construed to prevent UC from entering into similar agreements with any third parties including, without limitation, suppliers that may be in competition with Supplier.

SECTION 8 – WARRANTY DISCLAIMER

UC does not warrant that access to UC eProcurement sites will be uninterrupted or that the results obtained by use of UC eProcurement sites will be error-free.

SECTION 9 – DISPUTES AND CHANGES IN THE SERVICES

(a) UC and Supplier agree to negotiate in good faith to resolve problems, questions and disputes.

(b) Where improvements and clarifications can be made in the business processes related to eProcurement, both parties agree to incorporate such changes as long as they are mutually agreed upon.

SECTION 10 – ADDITIONAL CONTRACTUAL TERMS [Optional Section]

[Buyer: select from the following alternatives]

In addition to the provisions of Section 4, these provisions will govern the Catalogs. If the provisions of Sections 4 and 1 0 conflict, this Section will govern ; provided, however, that r egardless of the provisions of this Section, Revised 9/19/17 Page 5 of 5

Supplier must provide UC with Catalog files containing the requested additions, deletions or modifications with no less than the lead time directed by UC’s Contract Administrator and that for all Catalogs that S upplier requests to have a January 1 Go Live Date, Supplier must submit proposed files no later than December 1.

Annual Number of Catalogs: Supplier is allowed to submit no more than [number] catalogs per calendar year, with changes as follows:
• Content Additions, Deletions and Other Non- pricing Edits : [ insert number of times S upplier can change its content; quarterly or biannually would be recommended]
• Price Changes: [insert number of times Supplier can change its price; once per year would be recommended]

Maximum Number of SKUs: [insert number]

Acceptable Categories within Catalog: [list categories]

Sample Calendar of Changes: [adapt as needed; this version assumes one pricing change per year and three content changes per year]

UC’s
Fiscal
Quarter
Calendar
Quarter Month New
Pricing
Content
Updates
FQ3 Q1
January
February
2/15 File
Submission
March
3/1 Go
Live
FQ4 Q2
April
May
5/15 File
Submission
June
6/1 Go
Live
FQ1 Q3
July
August
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University of California

RFP-MRO-UCSystemWide-Jan312018

5 University of California (UC)
REQUEST FOR PROPOSAL#
RFP-MRO-UCSystemWide-Jan312018

FOR

CALIFORNIA HIGHER EDUCATION PROCUREMENT OF

MAINTENANCE REPAIR AND OPERATIONS (MRO)

SUPPLIES AND RELATED SERVICES

On behalf of California Higher Education Strategic Sourcing (CHESS) and other government agencies and non-profits

Date Issued: 01/31/18

Responses Due: 03/17/18@ 3pm PST

It is the Supplier’s responsibility to read the entire document, any addend a, and to comply with all requirements listed herein. Any addend a to this Request for Proposal will be directed to all participating Suppliers . It is the Supplier’s responsibility to watch their e-mail for any addenda, notices, or changes to the RFP or process.

Issued by: The Regents of the University of California
Adrian Ferreira, MRO & Facilities Commodity Manager
Center of Excellence University of California Office of the President 7835 Trade Street, San Diego, CA, 92121

University of California

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UC - Maintenance Repair and Operations (MRO) and Related Services RFx

Bid RFP-MRO-UCSystemWide-Jan312018

MAINTENANCE REPAIR AND OPERATIONS (MRO) SUPPLIES

AND RELATED SERVICES

Bid Number RFP-MRO-UCSystemWide- Jan312018
Bid Title MAINTENANCE REPAIR AND OPERATIONS (MRO) SUPPLIES AND RELATED SERVICES Bid Start Date Jan 31, 2018 7:27:21 AM PST
Bid End Date March 17, 2018 3:00:00 PM PST

Question & Answer
End Date March 02, 2018 8:00:00 AM PST

Bid Contact Adrian Ferreira
MRO & Facilities - Commodity Manager
Center of Excellence University of California Office of the President [email protected]

Vendor Conference February 05, 2018 9:00:00 AM PST
Attendance is non-mandatory
Location: THERE WILL BE A NON-MANDATORY VENDOR CONFERENCE ON FEBRUARY 05, 2018 AT 9:00 AM PACIFIC STANDARD TIME, VIA WEB CONFERECE USING ZOOM APPLICATION.

Web Conference Meeting Link: https://UCOP.zoom.us/j/380679787 Dial In option US: +1 669 900 6833 Meeting ID: 380 679 787

Link and number is only available during time of Vendor Conference. If an Offeror is unable to attend the pre-proposal conference, recording of presentation will be attached to GEP system upon completion.

Description
University of California Office of the President (herein “Principal Procurement Agency ” on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is soliciting proposals from qualified Suppliers to enter into a Master Agreement for a complete line of Maintenance Repair and Operating (MRO) Supplies and Related Products and Services (herein “Products and Services”).

In addition, Supplier is to propose any related services to MRO currently being offered.

University of California

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UC - Maintenance Repair and Operations (MRO) and Related Services RFx

TABLE OF CONTENT

SECTIONS:

1.0 INTENT

2.0 SCOPE OF WORK

3.0 PROCUREMENT REQUIREMENTS

4.0 TERMS AND CONDITIONS

5.0 INSTRUCTIONS

ATTACHMENTS:

ATTACHMENT A PRICING

ATTACHMENT A-1 PRICING ANALYSIS WORKBOOK

ATTACHMENT B RETAIL STORES AND WAREHOUSE LOCATIONS

ATTACHMENT C NATIONAL IPA REQUIREMENTS

ATTACHMENT D APPENDIX ELECTRONIC COMMERCE

ATTACHMENT E UC PARTICIPATING ENTITIES

ATTACHMENT F CSU PARTICIPATING ENTITIES

ATTACHMENT G CCC PARTICIPATING ENTITIES

ATTACHMENT H AICCU PARTICIPATING ENTITIES

ATTACHMENT I SETTLEMENT MATRIX TERMS

ATTACHMENT J CHESS HOLIDAY SCHEDULE

ATTACHMENT K SUSTAINABILITY SPECIFICATIONS

ATTACHMENT L CAMPUS MATRIX

ATTACHMENT M UC LOCAL SMALL BUSINESS OPT-IN SOLUTION (BETA)

EXHIBITS:

EXHIBIT 1 SUPPLIER REGISTRATION PROCEDURES

EXHIBIT 2 DRAFT PURCHASE AGREEMENT

EXHIBIT 3 INSURANCE CERTIFICATE EXAMPLE

EXHIBIT 4 CHESS FACILITIES MANAGEMENT REQUIREMENTS

EXHIBIT 5 QUARTERLY REPORT

University of California

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UC - Maintenance Repair and Operations (MRO) and Related Services RFx

REQUEST FOR PROPOSAL FOR MAINTENANCE REPAIR AND OPERATION SUPPLIES, AND RELATED PRODUCTS AND SERVICES (National IPA)

1.0 INTRODUCTION, BACKGROUND AND INTENT:

1.1 MASTER AGREEMENT

University of California Office of the President (UCOP) (herein “Principal Procurement Agency” on behalf of itself, California State University (CSU), California Community Colleges (CCC) represented by Foundation for California Community Colleges (FCCC) and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is soliciting proposals from qualified Suppliers to enter into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies & Related Products and Services (herein “Products and Services”).

Moving forward, all three organizations UC, CSU, CCC will be referenced as California Higher Education Strategic Sourcing (CHESS).

1.2 OBJECTIVES

A. Provide a comprehensive competitively solicited Master Agreement offering Products and Services to Participating Public Agencies.

B. Establish Master Agreement, with a Five (5) year term and two one (1) year options, as a Supplier’s primary offering to Participating Public Agencies.

C. Achieve cost savings for Suppliers and Participating Public Agencies through a competitive solicitation process that eliminates the need for multiple bids or proposals.

D. Combine the volumes of CHESS and Participating Public Agencies to achieve cost effective pricing;

E. Reduce the administrative and overhead costs of Suppliers and Participating Public Agencies through state of the art ordering and delivery systems.

F. Provide Participating Public Agencies with environmentally responsible products and services.

G. Small Business and/or Diverse Solution available to comply with those campuses required to meet Participating Entity obligations. A BETA solution is outlined in Attachment M.

H. The goal of the RFP is to establish a national contract(s).If Suppliers are unable to propose a national program due to conflicts with legal obligations or coverage area, Supplier may indicate so and propose a regional or direct solution. CHESS will evaluate responses in their entirety and determine award based on the most advantageous.

1.3 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES

Suppliers are to propose the broadest possible selection of MAINTENANCE, REPAIR, OPERATIONS SUPPLIES, AND RELATED PRODUCTS AND SERVICES they offer.

The intent of this solicitation is to provide Participating Public Agencies with a comprehensive offering of products and services to meet their various needs. Therefore, University of California

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the Proposers should have demonstrated experience in providing the Products and Services as defined in this RFP, including but not limited to:

1.3.1 Maintenance, Repair, Operations (MRO) Supplies and Related Services – A complete and comprehensive offering of MRO supplies such as but not limited to appliances, material handling repairs, air filters, batteries, electrical, fasteners, hand tools, HVAC, lighting, lamps, ballast, fixtures, material handling repairs, motors, outdoor equipment, paint and equipment supplies, plumbing, pneumatic tools, power tools and accessories, safety, security, welding and soldering, public safety and any other miscellaneous MRO supplies offered by Supplier. Also include sourcing options for items not readily available.

1.3.2 Related Products and Services– A complete range of related products and services offered by Supplier including, but not limited to, supplier-managed inventory, vending machines, storehouse analytics, inventory management, safety training, and any other related services.

1.4 National Contract Requirements
University of California (UC), as the Principal Procurement Agency, as defined in Attachment C, has partnered with the National Intergovernmental Purchasing Alliance Company (“National IPA”) to make the resultant contract (also known as the “Master Agreement” in materials distributed by National IPA) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through National IPA’s cooperative purchasing program. University of California (UC) is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement.

Use of the Master Agreement by any Public Agency is preceded by their registration with National IPA as a Participating Public Agency in National IPA’s cooperative purchasing program. Attachment C contains additional information on National IPA and the cooperative purchasing agreement.

National IPA is a subsidiary of OMNIA Partners which provides shared services and supply chain optimization to government, education and the private sector. As a channel partner with Vizient (formally, Novation), National IPA leverages over $100 billion in annual supply spend to command the best prices on products and services. With corporate, pricing and sales commitments from the Supplier, National IPA provides marketing and administrative support for the Supplier that directly promotes the Supplier’s products and services to Participating Public Agencies though multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and competed. The Supplier benefits from a contract that allows Participating Public Agencies to directly purchase goods and services without the Supplier’s need to respond to additional competitive solicitations. As such, the Supplier must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Supplier and respond to the National IPA documents (Attachment C).

The University of California (UC) anticipates spending approximately $250 million over the full potential Master Agreement term for Maintenance Repair and Operations (MRO) Supplies and Related Services. While no minimum volume is guaranteed to the Supplier, the estimated annual volume of Maintenance Repair and Operations (MRO) Supplies and Related Services p urchased under the Master Agreement through National IPA is approximately $500 million. This projection is based on the current annual volumes among the University of California (UC), other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through National IPA, and volume growth into other Public Agencies through a coordinated marketing approach between the Supplier and National IPA.

University of California

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UC - Maintenance Repair and Operations (MRO) and Related Services RFx

1.5 INTENT:

The Respondent(s) shall have a strong national presence for a vast array of supplies and equipment necessary for maintenance and repair in residential, commercial and industrial environments for use by various public entities nationwide.

Responses shall be for MRO and Related Products and Services. Suppliers are not required to respond to all categories. Below are the two methods in which Supplier(s) can respond:

1.5.1 MRO Primary Distributor: In order to be considered, Supplier(s) needs to respond to a minimum of 14 categories listed in Attachment A-1 Pricing Analysis Workbook. One of the categories required to complete will be in the tab called “Non–Standard”. This category will be used to evaluate infrequent orders. The Non-Standard category will be evaluated on cost and sourcing capabilities.

1.5.2 Individual Category: Suppliers interested in only individual categories have an option to submit a response for evaluation. Responses for individual categories must meet a minimum of 70% of items listed in that category with either exact match or equivalent. Suppliers submitting for individual categories will be evaluated amongst all other equivalent category responses.

UC intends to award a contract in whole, however, UC reserves the right to award in whole or in part, by item or group of items, by section or geographic area, or make multiple awards, where such action serves UC best interest. The term of the Master Agreement will be for five (5) years with two (1) year options to extend.

2.0 SCOPE OF WORK:

2.1 MAINTENANCE REPAIR AND OPERATIONS (MRO) SUPPLIES AND RELATED SERVICES:

A complete and comprehensive offering of MRO supplies such as but not limited to appliances, material handling repairs, air filters, batteries, electrical, fasteners, hand tools, HVAC, lighting, lamps, ballast, fixtures, material handling repairs, motors, outdoor equipment, paint and equipment supplies, plumbing, pneumatic tools, power tools and accessories, safety, security, welding and soldering, public safety and any other miscellaneous MRO supplies offered by Supplier.

In addition, Supplier is to propose any related services to MRO currently being offered.

2.2 RELATED PRODUCTS AND SERVICES:

2.2.1 Any related products and services offered by Supplier. All details of the related products and services available by Supplier are to be provided in the question section.

2.2.2 Products used in performing these services shall be procured under the awarded contract, at contract prices.

2.3 PRODUCT CATEGORIES:

This Solicitation is to establish a nationwide purchasing agreement for the acquisition of the following products. The category descriptive examples below are not to be considered restrictive, but rather, provide a general, non-inclusive, description of the category. These are standard use in the residential, commercial environments. Your firm may not have the ability to provide all categories and can propose individual categories for evaluation. Evaluation analysis for individual categories proposed will be compared to University of California

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all other Supplier(s) responding to exact individual category.

All products offered shall be new, unused and of the latest design and technology.

The intent is for each Supplier to submit their complete product line so that Participating Public Agencies may order a wide array of product as appropriate for their needs. The categories outlined, below are some of UC primary interest. It is encouraged that Supplier(s) add/enhance to the list provided in A TTACHMENT A – PRICING to further define a complete product line from Supplier. Supplier(s) have the option to add as many categories applicable which encompass the MRO category. Primary categories used for evaluation are listed below:

2.3.1 CATEGORY 1: ADHESIVES, SEALANTS AND TAPE
Caulks, Concrete & Asphalt, Dispensing Guns, Glues &
Cements, Putties, Tapes, Thread & Gasket Sealants.

2.3.2 CATEGORY 2: AIR FILTERS
HVAC filters which include but are not limited to the following types: V-Bank, Pleated, Antimicrobial, Cube Filter, HEPA Filter, Pocket Air, Cartridge, Carbon, Three Ply, and all other applicable building filters.

2.3.3 CATEGORY 3: BATTERIES
Alkaline, Lithium, Coin, and Standard batteries as an example but not limited to: AA, AAA, AAAA, C, D, 9V, 2032, 123, 223 and all other applicable.

2.3.4 CATEGORY 4: ELECTRICAL
Batteries, Circuit Breakers, Conduit, Electrical Tape,
Enclosures, Fuses, Outlet Boxes, Power Cords, Pushbuttons, Raceways, Receptacles, Relays, Soldering, Solenoids, Starters, Surge Suppressors, Timers, Transformers, UPS Systems,
Wire, Wire Management.

2.3.5 CATEGORY 5: FASTENERS
Anchors, Bolts, Braces & Brackets, Door Hardware, Door
Locks & Deadbolts, Hooks, Hydraulic Seals, Keyless Access Locks, Keystock, Lanyards, Measuring Equipment, Nails, Nuts, O-Rings & O-Ring Kits, Pins, Retaining Rings, Rivets, Screws, Spacers & Standoffs, Springs, Staples, Thread Inserts, Washers.

2.3.6 CATEGORY 6: HAND TOOLS
Hand-held (Electric, Battery, or Pneumatic-operated),
including Accessories, Automotive type Tools, Welding
Equipment, Testing and Measuring Tools, Carts and Hand
Trucks, Work Benches, Tool Cabinets, Ladders, and all
Ancillary Supplies and Components.

2.3.7 CATEGORY 7: HVAC AND REFRIGERATION
Air Circulators & Fans, Air Cleaners, Air Conditioning, Air Filters, Blowers, Central Equipment, Dehumidifiers, Exhaust Fans, Evaporative Coolers, Heaters & Accessories,
Humidifiers, HVACR Controls, Power Roof Ventilators,
Refrigeration, Shutters/Dampers, Thermostats, Tubeaxial Fans.

2.3.8 CATEGORY 8: LIGHTING, LAMPS, BALLAST, FIXTURES
Ballasts, Batteries, Cord Reels, Dimming Controls, Dock Lights, Exit Signs, Fixtures, Flashlights, Hand Lamps, Jobsite Lighting, Lamps, LED Lighting, Machine Tool Lights,
Recycling Kits, Track Lighting, Troffers.

University of California

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2.3.9 CATEGORY 9: MATERIAL HANDELING
Cabinets, Carts & Trucks, Casters, Conveyors, Drums &
Docks, Hoists/Winches & Rigging, Ladders, Mounts &
Vibration Control, Packaging & Shipping, Scaffolding, Tarps.

2.3.10 CATEGORY 10: MOTORS
Bearings, Belts, Brakes/Clutches, Bushings, Chain, Couplings, Definite-Purpose Motors, Gear Motors, General-Purpose
Motors, HVAC Motors, Linear Motion, Pulleys, Pump Motors, Sheaves, Speed Reducers, Sprockets, Vacuum Motors,
Vibrators.

2.3.11 CATEGORY 11: OUTDOOR EQUIPMENT
Cranes, Creepers, Insect Control, Jacks, Lawn Maintenance, Lift Equipment, Master Sets, Oils, Rakes, Shovels, Sprinklers, Tool Storage, Water Hoses, Wheelbarrows, and any other
applicable items. Landscape Equipment (Gasoline and
Electric), Shovels, Rakes, Axes, Hoes, Hoses, Nozzles, Insect Control, Herbicides, Fertilizers, Plants, Trees,
Sprinkler/Irrigation Equipment and Supplies and all Ancillary Supplies, Tools, and Components.

2.3.12 CATEGORY 12: PAINTS EQUIPMENT AND SUPPLIES
All types of Paints, Equipment and Supplies, Brushes, Rollers, Spray Equipment, Aerosol Paints, Pressure Washers, Sand Blasters, Finishes, Abrasives, Epoxy, Cleaners, Drywall Supplies, Tarps, Compounds, Accessories, and all Ancillary Supplies, Tools, and Components.

2.3.13 CATEGORY 13: PLUMBING
Air-Operated Diaphragm Pumps, Centrifugal Pumps, Faucets, Flowmeters, Fuel & Oil Transfer Pumps, Pipe/Valves/Fittings, Positive Displacement Pumps, Sinks, Sump/Sewage Pumps,
Toilets, Tubing, Urinals, Water Coolers, Water Filtration, Water Heaters, Water System Pumps, Kitchen Sink.

2.3.14 CATEGORY 14: PNEUMATIC TOOLS
Adapters, Air Compressors, Clamps, Couplings, Cylinders, Dryers, Filters, Filter Regulator Lubricants, Fittings, Hoses, Hose Reels, Hydraulic Motors & Gear Pumps, Hydraulic
Pumps & Cylinders, Lifting, Motors, Oil Coolers, Power
Units, Pumps, Regenerative Blowers, Tools, Vacuum Pumps, Valves.

2.3.15 CATEGORY 15: POWER TOOLS AND ACCESSORIES
Electric or gas operated, mobile or stationary, bench or floor mounted, including accessories, and all ancillary supplies and components. Some examples include Band Saws, Circular
Saws, Cordless & Corded Drills, Cordless Tool Batteries & Chargers, Drill Presses, Dust Collectors, Grinders & Cutoff Tools, Hammer Drills, Impact Drivers & Wrenches, Lathes, Metal Forming Machinery, Reciprocating Saws, Rotary &
Demo Hammers, Routers.

2.3.16 CATEGORY 16: SAFETY
Emergency Preparedness, Facility Safety, Fire Protection, First Aid, Identification, Industrial Safety, Instrumentation, Personal Protective Equipment, Safety Storage, Spill Control &
Containment, Traffic Safety.

University of California

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UC - Maintenance Repair and Operations (MRO) and Related Services RFx

2.3.17 CATEGORY 17: SECURITY
Door and Door Frames, Key Control & Identification,
Mailboxes, Padlocks, Replacement Parts, Safes, Security Alarms and Warnings, Self Defense, Specialty Locks, Video Surveillance.

2.3.18 CATEGORY 18: WELDING AND SOLDERING
Abrasives, Arc Welding, Blankets, Curtains & Pads, Drill Bits, End Mills & Milling Cutters, Fume Extraction, Gas Welding, Taps & Dies, Inserts, Machine Tool Accessories, Precision Measuring, Welding Accessories.

2.3.19 CATEGORY 19: NON-STANDARD
Items that are currently purchased by CHESS that can be considered Non-Standard for some catalog SKUs with less purchase frequency.

2.4 ADDITIONAL PRODUCT CATEGORIES OF INTEREST TO CHESS:

2.4.1 CATEGORY 1: APPLIANCES
Large Appliances: Refrigerators, Washers, Dryers,
Dishwashing Machines, Stoves, Cooktops, Range Hoods and Ovens; Small Appliances: Mixers, Toasters, Microwave
Ovens, Food Processors, Disposals, Trash Compactors, and all Ancillary Supplies, Tools, and Components.

2.4.2 CATEGORY 2: BUILDING MATERIALS
Lumber (Dimensional and Timber), Millwork, Roofing,
Siding, Plywood, Paneling, Hardwood, Trim, Molding,
Fencing, Decking, Gates, Brick, Block, Doors, Windows,
Bagged Goods (Concrete, Mortar, Sand, or Asphalt),
Drywall, Rebar, Acoustical Tiles, Rain Gutters, Garage Door Openers, Insulation, and all Ancillary Supplies, Tools, and Components.

2.4.3 CATEGORY 3: PUBLIC SAFETY
Access Barriers and Crowd Control, Police and EMT Uniforms, Security Management and Law Enforcement, Two Way Radios and Police Scanners , Detectors, Scanners, and all Ancillary Supplies.

2.5 PRODUCT ORDERING:

2.5.1 Suppliers complete product line (Wholesale or Retail) shall be available for ordering 24/7.

2.5.2 Products may be ordered by any of the following methods:
- E-procurement (Jagger/SciQuest, Perfect Commerce, Peoplesoft, ESM, and others) Attachment L – Campus Matrix defines locations and systems in use. - Internet/Online Store
- Will Call (Phone or FAX order)
- POS (Point-of-sale)

University of California

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2.6 PRODUCT PRICING:

Pricing shall be a fixed percentage (%) off catalog/list pricing by Product Category. Please make sure to elaborate your proposal details and structure in the section of CAPABILITES in the questions.

2.6.1 Price Increase Documentation and Price Update Procedure: It should not be a forgone conclusion that Supplier automatically be granted a price increase each year on all items in the System or Market Basket. Supplier must provide a minimum 90-day notice of a price increase with supporting documentation. CHESS will evaluate price increase supporting documents and implement upon mutual acceptance. It is the intent of both parties that the Supplier(s) utilize best practices in Supply Chain Management to minimize cost increases.

2.6.2 Volatile Product Price Increases: For any System or Local Market Basket Item, where such Volatile Product has a significant price increase in excess of 3%, the parties agree to review those prices as frequently as quarterly and to negotiate prices for such Volatile Products individually in good faith between the parties. Increases must be mutually agreed upon by the parties.

2.6.3 Price Decreases: UC accepts price decreases as soon as they are available and can be entered into e-procurement or e-commerce purchasing processes. Notwithstanding anything to the contrary, Supplier(s) shall upload new pricing files within five (5) business days of receipt or as otherwise indicated, such other time to be not less than five (5) business days.

2.6.4 Special Discounts: At a Participating Entity’s request, Suppliers may offer discounts such as discounts based on large volume, sales growth, single delivery location, etc.

2.6.5 Manufacture Direct Pricing Agreement: UC may request Supplier(s) to negotiate directly with manufactures for better pricing and or discounts, for the benefit of UC and/or each Participating Entity. Further, UC reserves the right to negotiate directly with manufactures for items purchased. Upon mutual agreement, Supplier may be selected to distribute the Product to UC and/or Participating Entity.

2.6.6 Contractor Participation Contractors and Subcontractors: At the direction of Participating Public Agencies, to other Participating Agency Contractors or subcontractors, contractors shall extend this Agreement’s pricing and category discounts to other UC Contractors and Subcontractors (herein referred to as “Other UC Contractor”) for UC-related spend if Other UC Contractor provides Contractor with valid UC project number/project name and the Product is to be shipped directly to the Participating Entity related to the project. Contractor has the right to verify with UC and the UC Project Number/Project Name. Contractor also has the right to limit or terminate an Other UC Contractor use of this Agreement if the Other UC Contractor fails to timely pay Contractor for Product, fails to establish and maintain adequate credit worthiness or utilizes this Agreement for the benefit of anyone other than the Participating Entity for which the project relates.

a) Other UC Contractors are not required to use Contractor for materials, therefore it is important that Contractor pricing be attractive and act as an incentive to purchase against this Agreement.

b) Other UC Contractors are responsible for payment to Contractor and UC has no liability for OTHER UC Contractor purchases. Contractor shall extend payment options to Other UC Contractor such as Purchase Order or Procurement Credit Cards, or other order placement and payment methods agreed upon by Contractor.

c) Contractor shall track Other UC Contractors purchases and report on their purchases by, Other UC Contractor Name, product description, SKU and other spend related information that Contractor has available.

University of California

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d) Other UC Contractor purchases shall apply to the particular Participating Entity location’s contract purchases for purpose of Supplier Consolidation and Annual Incremental Growth and shall be calculated in contract purchases for the benefit of Participating Entity.

2.6.7 Core Lists:
a) National Core List- Provides for the deepest discounts on a variety of products to agencies nationwide. Pricing on the National Core List shall be provided to all Participating Agencies.

b) Customized Core List- In addition to the National Core List, Offerors MUST provide customized core lists to agencies, structure, implementation, and management.

Custom Core List pricing will be held for a period of one (1) year, evaluation and selection of items will be mutually agreed upon. Supplier(s) will support a Participating Entity, if assistance is needed to create a Customized Core List that brings greatest value.

2.7 CATALOG ADJUSTMENTS:

2.7.1 Price Updates. As described above in Product Pricing, prices for Core List shall be reviewed and subject to change one per year from 1st January. Third Party Product pricing and pricing for special price promotions shall be reviewed and updated on a quarterly basis (or earlier if mutually agreed). Price decreases shall be implemented on the quarterly review (or such earlier date mutually agreed by the parties). Changes to price file shall be submitted to UC and shall have a maximum period of 30 days to review and approve updates or raise objections. Objections shall be reviewed on a case by case basis with the balance of price amendments being approved for upload. In the event that UC does not approve or reject any updates within 45 days of the revised file being submitted to UC, then Seller shall be entitled to load the new pricing.

2.7.2 Other Catalog Updates. Seller may provide other updates to the catalog quarterly or as mutually agreed. These updates may include (without limitation) changes to content, the addition of new products, removal of discontinued items, updates to unit of measure, and special promotional offers.

2.8 REBATE ON SALES:

If this pricing option is offered, describe your firm’s ability to provide this service (ex. Growth incentives, e-commerce incentives, etc.). Further details can be defined in Value Add section of questions.

2.9 ON-LINE CATALOG DISCOUNT PRICING:

Capability to access an on-line catalog reflecting contract pricing of all products is a requirement. Describe your online presence and/or ecommerce capabilities in the CAPABILITIES section of the questions.

2.10 RELATED PRODUCTS AND SERVICES PRICING:

2.10.1 All related services that are provided as Value Add (No charge /Incentives/Benefits), please define in section Value Add of Questions.

2.10.2 All other additional related products and services which contain a pricing structure available by Supplier are to be attached to RFx event and named “Related Products and Services Pricing”. Supplier is to provide detailed line item of all services and specific pricing for those services available.

2.10.3 Emergency Response Capabilities - In the event of a disaster, UC must continue University of California

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its mission of teaching, research, public service, and patient care. UC is seeking information from suppliers who can provide equipment, supplies, resources, and/or services during emergency situations. Please state your emergency response capabilities, name/title of the emergency contact, proximity of facilities/stores/resources to UC organization, and other relevant emergency information. Disasters vary and require different resources, but we are seeking common MRO items like gloves, masks, lighting, generators, chainsaws, portable restrooms, batteries, barricades, and cleaning supplies.

a) Define Supplier(s) Capabilities
b) UC priority of supplies
c) Experience
d) Ability to manage Emergency Response items for a Participating Entity.

2.11 SUPPLIER- MANAGED INVENTORY :

Describe your firm’s ability to provide this service and your capabilities in the Value Add section of the questions. Please refer to Attachment L – Campus Matrix for the list of locations who currently have a Supplier-Managed Inventory program in place and vending machines. If Supplier(s) is capable to provide these services, please include how these locations would be transitioned in the Value Add section of the questions. Supplier(s) who submit to be MRO Primary Distributor MUST have a solution for these locations outlined.

2.12 SALES REPORTING:

EXHIBIT 5 – QUARTERLY REPORT is provided as a template for future quarterly reporting requirements. Describe your firm’s reporting capabilities in the CAPABILITIES section of the question. Provide all line item details and alternative options that may have not been used in the example provided.

2.13 BRAND NAMES:

In some cases, brand names have been listed in order to define the desired quality and are not intended to be restrictive or to limit competition. Materials substantially equivalent to those designated shall qualify for consideration. Ability to partner with manufacturer for enhanced pricing through Master Agreement is of interested to CHESS.

2.13.1 Substitutions: UC encourages Supplier(s) to offer substitute or alternate items, brands or generic items to end users when the offer adds value to the procurement of goods and services. No substitutions of alternate items for products ordered will be permitted except with the express approval from authorized UC personnel or Participating Public Entities.

Supplier shall not substitute and/or interchange a different brand or generic product of package size, other than the specific product ordered, without authorization from UC or Participating Public Entity. Any such authorization is granted on a per order basis and is not to be considered as justification for a Product substitution on any future orders or shipments.

2.14 DELIVERY, FREIGHT REQUIREMENTS:

2.14.1 All domestic ground shipments shall be FOB Destination, Freight Prepaid and Included. Any handling fees shall also be included in the pricing.

2.14.2 Should a Participating Public Entity determine that rush shipping or other alternate shipping is required, it shall notify the Supplier. The Supplier shall determine any additional costs associated with such delivery terms and communicate that cost to the Participating Public Entity.

2.14.3 The Supplier shall retain control for carrier selection and payment of freight charges of all goods until received by the requesting Participating Public Entity and the contract coverage completed. The Supplier shall also file all claims for visible University of California

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or concealed damage. The Participating Public Entity will notify the Supplier of any damaged goods and shall assist the Supplier in arranging for inspection of the goods.

2.14.4 Any requests for local delivery of orders placed at local stores shall be subject to local delivery fees, if applicable.

2.14.5 Shipping and handling fees are allowable to destinations outside the continental U.S.

2.14.6 A packing list or other suitable shipping document shall accompany each shipment and shall include the following:

a) Contract Serial number
b) Supplier’s name and address
c) Participating Public Entity’s name and address
d) Participating Public Entity’s purchase order number
e) A description of product(s) shipped, including item number(s), quantity (ies), number of containers and package number(s), as applicable

2.15 LAST MILE DELIVERY MODEL INCENTIVE:

In this delivery model the Supplier(s) has the ability to provide an incentive to Participating Entity for a Centralized Delivery model. The Participating Entity will provide Last Mile Delivery at their location. Individual Participating Entities will work with Supplier based upon their individual location needs to determine the most appropriate delivery model and financial terms for their situation. If a location elects to change business models during the Term of this Agreement or any Extensions to the Agreement, the Supplier will provide an Incentive to that location consistent with the Incentives offered to the Participating Entities. Proposed incentive and all program details in the Value Add section of the Questions.

2.15.1 Program Requirements: Participating Entity must have one consolidated drop off and pickup for the entire campus/health system. One delivery/pick-up point will be designated by Participating Entity Staff that is accessible to Supplier. The Supplier and the Participating Entity must agree that the designated location meet program requirements before the Last Mile Delivery Program will be implemented. Once approved, the Participating Entity will be required to provide a report to substantiate the daily delivery volume to one location and the one consolidated pickup to Supplier which will be used by Supplier to verify payment amounts to the Participating Entity locations. Payment will be made to each Participating Entity designated contact, 30 days from Supplier receipt of the quarterly report.

3.0 PROCUREMENT REQUIREMENTS:

3.1 SHIPPING TERMS:

Bid price(s) and terms shall be F.O.B. Destination.

3.2 MINIMUM ORDER:

There shall be no minimum order requirement during the term of this Agreement and any extension(s) of such term.

3.3 ONLINE CATALOG:

Online/ecommerce capability to access catalog reflecting contract pricing of all products .

3.4 OPERATING MANUALS (If required):

Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Participating Entity.

University of California

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3.5 ACCEPTANCE: (If required):

Upon delivery and successful installation, the material(s) shall be deemed accepted and the warranty period shall begin. All documentation shall be completed prior to final acceptance.

3.6 TRAINING:

Supplier(s) to provide detailed list of training that is offered under proposal and all additional training. Provide any details that are available if training can be conducted from manufacture direct, with the support of Supplier/Distributor.

3.7 USAGE REPORT:

The Supplier(s) shall furnish UC a usage report upon request delineating the acquisition activity governed by the Master Agreement. The format of the report shall be approved by UC and shall disclose the quantity and dollar value of each contract item by individual unit. Exhibit 5 – Quarterly Report is to be used for quarterly reporting. Any changes requested to be made to Exhibit 5 are to be negotiated prior to acceptance of award.

3.8 BACKGROUND CHECK:

Outline your current business practices for employment and background check.

3.9 INVOICES AND PAYMENTS:

3.9.1 Invoices are required to contain the following information:

• California sales tax as a separate line item
• Shipping costs as a separate line item
• UC or each respective Participating Entity’s Purchase Order, Release Number, or Agreement Number
• Description, quantity, catalog number and manufacturer number of the item ordered • Pricing per unit of purchase
• Extended price
• Total Amount Due
• Any pay/earned/dynamic discount
• Reference to original order number for all credit memos issued

3.9.2 Settlement Method and Terms are outlined in Attachment I.

3.9.3 Problems regarding billing or invoicing shall be directed to the Participating Entity as listed on the Purchase Order.

3.9.4 Provide available payment terms.

3.9.5 Modification of Terms: Participating Agencies commonly require a modification to a term of the Master Agreement (e.g. governing law). The awarded Supplier and Participating Entity may agree to modify terms on any specific purchase by a Participating Entity without being in conflict with the Master Agreement.

3.10 SERVICE METRICS:

During the term of this Master Agreement and any extension(s) of such term, Supplier agrees to the following Service Metrics details and specifications. UC service standards provides guarantees that Supplier shall consistently adhere to the standards for all Participating Locations.

3.10.1 Stock Item Delivery: Orders placed before 5:00 p.m. local time will ship the same University of California

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day for next day delivery.

3.10.2 Non Stock Item Delivery : Contractor shall place the order on the same day it receives the order from a Location. Contractor shall then deliver the Product the next day after Contractor's receipt of the item unless th e item is shipped direct to the ordering Location from the Manufacturer.

3.10.3 Fill Rate: 98% order fill rate; 98% line fill rate

3.10.4 Returns: Full credit guaranteed on any return regardless of reason if within thirty (30) days of receipt with receipt, invoice, packing slip or similar documentation.

3.10.5 Return Pick-up: Pick-up will occur within five (5) days from request. Return time frame begins as of date of request for pick-up.

3.10.6 Credits: Full credit issued in same form as payment and referencing the original purchase order number.

3.10.7 Report Requests: Standard reports will be generated at the CHESS and Location or Participating Entity level quarterly or as necessary to track compliance.

3.10.8 Delivery Accuracy: 9 8% calculated based on percent of entire order fulfilled accurately.

3.10.9 On-Time Delivery: 98% calculated based upon the percent of the entire order arriving at the customer's required time.

3.10.10 Invoice/Billing Accuracy: 99%

3.10.11 Customer Service Satisfaction: Average score of 3.75 or better on a 5 point scale.

3.10.12 Quote Turnaround: 24 hours

3.10.13 Response Time: Emergency Calls 1 hour; Non-Emergency Calls 4 business hours; Emergency Resolution Time Best efforts until issue is resolved

3.11 SURVEYS

Supplier will, at Participating Entity request, conduct customer surveys. The content of these surveys will be approved by Participating Entity . Participating Entity will be responsible for the tabulation of these surveys.

3.12 PROGRAM MANAGEMENT:

Supplier will provide the necessary staff and resources to support CHESS program management function as outlined in the RFP and Supplier’s Response including, but not limited to:

• Marketing Program to increase sales activity;
• Coordinating Program implementation;
• Providing superior customer service;
• Promoting alternate Services to reduce cost and to meet CHESS sustainability objectives; • Demonstrating new Services;
• Managing the continuous improvement process;
• Providing on-going contract monitoring and maintenance; • Offering Services cost reduction and process improvement opportunities to CHESS; • Conducting monthly account review meetings.

3.13 PROJECT MANAGER:

Supplier will assign a project management team to coordinate Participating Entity implementation of the Agreement.

3.14 POST AWARD MEETING:

The Supplier may be required to attend a post-award meeting with UC to discuss the terms and conditions of this Master Agreement. This meeting will be coordinated by Lead Agency Procurement Officer.

4.0 CONTRACTUAL AND SPECIAL TERMS & CONDITIONS:

4.1 DRAFT CONTRACT SEE EXHIBIT 2
University of California

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5.0 INSTRUCTIONS TO SUPPLIERS:

Bidders and Suppliers are solely responsible for submitting bids, proposals, and any modifications or withdrawals, to be received at the time and designated location required by the solicitation (ITN, RFP, ROQ, or any other solicitation notice).

Any bid, proposal, modification, or withdrawal received after the designated time is deemed “late” and will be rejected and not evaluated.

5.1 SCHEDULE OF EVENTS:

Request for Proposals Issued: JANUARY 31, 2018
Vendor Conference: FEBRUARY 05, 2018
Deadline for Questions MARCH 02, 2018

All technical/system questions shall be e-mailed to support@gep .com. All questions are to be submitted in GEP system and shall be posted for others to view.

Deadline for submission of proposals is 3:00 P.M., Pacific Time, on March 17 , 2018.

All proposals must be received before 3:00 P.M., Pacific Time, on the above date in the GEP System.

Proposed Respondent presentations: (if required) MARCH 2018

Proposed selection and negotiation: APRIL 2018

Proposed award of Contract: MAY 2018

All responses to this Request for Proposal become the property of CHESS and (other than pricing) will be held confidential, to the extent permissible by law. CHESS will not be held accountable if material from proposal responses is obtained without the written consent of the Respondent by parties other than CHESS.

5.2 VENDOR CONFERENCE

5.2.1 Vendor Conference will be held related to solicitation# RFP-MRO-UCSystemWide-Jan312018.

5.2.2 Conference will be conducted using ZOOM web conference services. Audio and Video will be recorded and attached to GEP System, to document any questions or topics covered.

• Registration Required prior to participation
• Link for Audio/Video attendance: https://UCOP.zoom.us/j/380679787 • Dial In option US: +1 669 900 6833 Meeting ID: 380 679 787

5.2.3 Purpose of the Vendor Conference is to:

• Explain the RFP process and expectations
• Provide additional information to the attached documents • Answer any questions Supplier(s) may have related to the RFP or the process

5.3 INQUIRIES AND NOTICES:

All inquiries concerning information herein shall be addressed in the GEP system. All inquiries will be posted and answered within the system for viewing purposes.

University of California

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5.3.1 Proposals shall be signed by an owner, partner or corporate official who has been authorized to make such commitments. All prices shall be held firm for a period of one hundred fifty (150) days after the RFP closing date.

5.4 EXCEPTIONS TO THE SOLICITATION:

The Respondent shall identify and list all exceptions taken to all sections of RFP-MRO- UCSystemWide-Jan312018 and list these exceptions referencing the section (paragraph) where the exception exists and identify the exceptions and the proposed wording for the Respondent’s exception under the heading, “Exception to the PROPOSAL Solicitation, RFP-MRO-UCSystemWide-Jan312018.” Exceptions that surface elsewhere and that do not also appear under the heading, “Exceptions to the PROPOSAL Solicitation, RFP-MRO-UCSystemWide-Jan312018,” shall be considered invalid and void and of no contractual significance.

UC reserves the right to reject, determine the proposal non-responsive, enter into negotiation on any of the Respondent exceptions, or accept them outright.

5.5 GENERAL CONTENT:

5.5.1 The Proposal should be specific and complete in every detail. It should be practical and provide a straightforward, concise delineation of capabilities to satisfactorily perform the contract being sought.

5.5.2 The Respondent should not necessarily limit the proposal to the performance of the services in accordance with this Request for Proposal but should outline any additional services and their costs if the Respondent deems them necessary to accomplish the program.

5.5.3 Include a detailed response to Attachment C, Exhibit A, and National IPA Response for National Cooperative Contract. Responses should highlight experience, demonstrate a strong national presence, describe how offeror will educate its national sales force about the Master Agreement, describe how products and services will be distributed nationwide, include a plan for marketing products and services nationwide and describe how volume will be tracked and reported to National IPA. The successful offeror will be required to sign Attachment C, Exhibit B, and National IPA Administration Agreement.

Offerors should have any reviews required to sign the document prior to submitting a response. Offeror’s response should include any proposed exceptions to the National IPA Administration Agreement.

5.6 EVALUATION OF PROPOSAL – SELECTION FACTORS:

An Evaluation Committee shall be appointed, chaired by CHESS to evaluate each Proposal.

At UC option, Supplier may be invited to make presentations to the Evaluation Committee. Best and Final Offers and/or Negotiations may be conducted, as needed, with the highest rated Respondent(s). UC reserves the right to make additional investigations as it deems necessary to establish the competence and financial stability of any offeror submitting a proposal. Proposals will be evaluated on the following criteria which are listed below:

Evaluation Category (Points Available / Percentage Weight) Total points available is 20,000.

5.6.1 Company Profile (800 / 4%)

5.6.2 Capabilities (4000 / 20%)

5.6.3 Marketing / Sales (1000 / 5%)

5.6.4 Administration (1000 / 5%)

5.6.5 Sustainability (1200 / 6%)
University of California

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5.6.6 Value Add (2000 / 10%)

5.6.7 Cost (10000 / 50%)

Supplier can achieve more points than the minimum criteria by proposing additional services and/or differentiating themselves from other submittals. The Team will determine the Total Score for each category in a Bidder’s Final Bid by aggregating categories in the table above, Scores will be rounded to the two (2) decimal place.

NOTE: SUPPLIERS ARE REQUIRED TO USE ATTACHED DOCUMENTS IN GEP TO SUBMIT THEIR PRICING/DISCOUNT PROPOSAL.

University of California

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ATTACHMENT A - PRICING

University of California

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ATTACHMENT A-1 PRICING ANALYSIS WORKBOOK

I. Instructions

A Supplier(s) are required to complete all tabs with exact match (SKU and UOM), excluding private label items, that are able to be distributed or sourced.

B Supplier(s) are required to respond in the Substitute, if Supplier(s) is unable to source exact match or if item listed is private label.

C If a private label SKU is listed, Supplier(s) is required to provide BEST MATCH SUBSTITUTE in order to meet minimum category requirements.

D All responses MUST match Unit of Measure (UM) defined in SKUs. If you are unable to match SKU and UOM, it is REQUIRED that you provide details in the SUBSTITUTE section. Defined in Substitute UOM QTY.

E Preference will be given to those items completed under EXACT MATCH. (excluding private label items) F Non-Standard category is required to be completed for those Supplier(s) interested in being MRO Primary Distributor.

II. Supplier Response Requirement

A MRO Primary Distributor is required to complete 14 of 19 categories outlined in Price Sheet(s). One of the required categories of the 14 is “Non-Standard”.

B
Individual Category: Suppliers interested in only individual categories have an option to submit a response for evaluation.

Responses for individual categories must meet a minimum of 70% of items listed in that category with either exact match or equivalent Substitute. Suppliers submitting for individual categories will be evaluated amongst all other equivalent cate gory responses.

III. RFP Categories.

A There are nineteen (19) categories in this RFP workbook, and about1,500 SKUs that need price submissions.

B Each category is listed separately in an individual Price Sheet within GEP system.

IV. Workbook Headers

HEADER HEADER DESCRIPTION
Manufacture Part Number Manufacturer part number associated with the product Manufacture Name Manufacture name associated with product Description Product description
UOM Qty UOM per quantity
Unit of Measure Unit of Measure
Proposed Price (USD)
Bidder's proposed price for specific product with EXACT match manufacture # and manufacture name
Total Proposed Price Proposed price x 12 Month Usage
Substitute Catalog # Substitute catalog number meeting similar specs to EXACT match Substitute Manufacture Substitute Manufacture Name proposed

Substitute Product
Description Substitute Product Description proposed
Substitute OUM QTY Substitute unit of measure quantity at EACH. Example 1 Box = 10 EACH. Enter 10.

Substitute OUM Substitute unit of measure (SOLD) Example: EA, BX, CA, PK Substitute Price (USD) Substitute Price for UOM proposed if no EXACT match possible Substitute Total Price Substitute Price * UOM QTY

WORKBOOK ATTACHED WITHIN GEP SYSTEM

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ATTACHMENT B - RETAIL STORES AND WAREHOUSE LOCATIONS

Requirements for National Cooperative Contract

ATTACHMENT C - NATIONAL IPA INFORMATION AND REQUIREMENTS

Attachment C

Requirements for National Cooperative Contract
To be Administered by
National Intergovernmental Purchasing Alliance Company

The following documents are used in evaluating and administering national cooperative contracts and are included for Supplier’s review and response.

National IPA Exhibit A – NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE

CONTRACT

National IPA Exhibit B – NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE

National IPA Exhibit C – NATIONAL IPA MASTER INTERGOVERNMENTAL

COOPERATIVE PURCHASING AGREEMENT, EXAMPLE

National IPA Exhibit D – NATIONAL IPA PRINCIPAL PROCUREMENT AGENCY

CERTIFICATE, EXAMPLE

National IPA Exhibit E – NATIONAL IPA CONTRACT SALES REPORTING TEMPLATE

National IPA Exhibit F – NATIONAL IPA ADVERTISING COMPLIANCE REQUIREMENT

Requirements for National Cooperative Contract

NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS

EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT

1.0 Scope of National Cooperative Contract

1.1 Requirement
University of California (UC) (hereinafter defined and referred to as “Principal Procurement Agency”), on behalf of itself and the National Intergovernmental Purchasing Alliance Company (“National IPA”), is requesting proposals for Maintenance Repair and Operations (MRO) Supplies and Related Services. The intent of this Request for Proposal is that any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal (hereinafter defined and referred to as the “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 National IPA’s cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with National IPA (an example of which is included as Exhibit D) and has agreed to pursue the Master Agreement. Use of the Master Agr eement by any Public Agency is preceded by their registration with National IPA as a Participating Public Agency in National IPA’s cooperative purchasing program. Registration with National IPA as a Participating Public Agency is accomplished by Public Ag encies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency w ill be the same as that available to Participating Public Agencies through National IPA.

All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither National IPA, 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.

This Exhibit A defines the expectations for qualifying Suppliers based on National IPA’s 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 National IPA.

These requirements are incorporated into and are considered an integral part of this RFP.

National IPA reserves the right to determine whether or not to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies.

1.2 Marketing, Sales and Administrative Support
During the term of the Master Agreement National IPA intends to provide marketing, sales and administrative support for Supplier pursuant to this section 1.2 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.

The National IPA marketing team will work in conjunction with Supplier to promote the

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EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract

Master Agreement to both existing Participating Public Agencies and prospective P ublic Agencies through:

A. Marketing collateral (print, electronic, email, presentations) B. Website development and support
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media
F. Sales Team Support

The National IPA sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through:

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 National IPA contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies prospective Public Agencies through:

A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams
C. Training sessions for Supplier teams
D. Regular business reviews to monitor program success
E. General contract administration

Suppliers are required to pay an administrative fee of 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 National IPA Administration Agreement (refer to Exhibit B).

Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the National Intergovernmental Purchasing A lliance Company Administration Agreement between Supplier and National IPA (the "National IPA Administration Agreement")

1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be approximately $500 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 National IPA, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and National IPA.

1.4 Award Basis
The basis of any contract award resulting from this RFP made by Principal Procurement Agency will be the basis of award on a national level through National IPA. If multiple

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EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract

suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same suppliers will be required to extend the Ma ster Agreement to Participating Public Agencies through National IPA. 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 speci fically applicable to the Principal Procurement Agency are subject to modification for each Participating Public Agency as Supplier, such Participating Public Agency and National IPA shall agree. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (i.e. invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, governing law, etc.). 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 National IPA).

1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability through National IPA’s 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 achiev e 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 National IPA 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 neces sary 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 ex isting customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with National IPA and will execute suc h 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.

2.2 Pricing Commitment
Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is

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EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract

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, that the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.

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 National IPA nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to National IPA in accordance with the National IPA Administration Agreement. Supplier also commits that its sales force will be compensated, including sales inc entives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement.

3.0 SUPPLIER QUALIFICATIONS
Supplier must supply the following i nformation in order for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through National IPA.

3.1 Company
A. Brief history and description of your company.

B. Total number and location of sales persons employed by your company.

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

D. Annual sales for the three previous fiscal years.

E. Submit your FEIN and Dunn & Bradstreet report.

3.2 Distribution, Logistics
A. Describe how your company proposes to distribute the products/service nationwide.

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

C. Provide the number, size and location of your com pany’s distribution facilities, warehouses and retail network as applicable.

D. State any return and restocking policy and fees, if applicable, associated with returns.

E. Describe the full line of products and services offered by your company.

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 your company’s primary go to market strategy for Public Agencies to your 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 your national sales force with participation from the executive leadership of your company, along with the National IPA team within first 90 days
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

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EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract