HomeMy WebLinkAboutP-25-605 Medline Industries UPDATED.pdf coU County of Fresno
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PROCUREMENT AGREEMENT
Agreement Number P-25-605
January 14, 2026
Medline Industries LP
Three Lakes Drive
Northfield, IL 60093
The County of Fresno (County) hereby contracts with Medline Industries LP (Contractor)to provide Medical
and Surgical Supplies in accordance with the text of this agreement, Attachment "A", Omnia Partners
Contract Number 2021003157 by this reference made a part hereof.
TERM: This Agreement shall become effective December 15, 2025, and shall remain in effect through
January 31, 2029.
EXTENSION: This Agreement may be extended for two (2)additional one (1)year periods by the mutual
written consent of all parties.
MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County
reserves the right to increase or decrease orders or quantities.
CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment "A"
attached, at the rates set forth in Attachment "A".
ORDERS: Orders will be placed on an as-needed basis by various county departments under this contract.
PRICES: Prices shall be firm for the contract period.
MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of
Four Hundred Eighty-Two Thousand Dollars ($482,000.00).
ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as
deemed necessary. Such additions shall be made in writing and signed by both parties.
DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be
delivered complete as specified. All orders placed before Agreement expiration shall be honored under the
terms and conditions of this Agreement.
DEFAULT: In case of default by Contractor, the County may procure the articles/services from another
source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any
other legal means available to the County. The prices paid by County shall be considered the prevailing
market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not
meet specifications, will be at the expense of Contractor.
Purchasing Services / 333 W Pontiac Way / Clovis, California 93612/ (559) 600-7110
*The County of Fresno is an Equal Employment Opportunity Employer*
PROCUREMENT AGREEMENT NUMBER: P-25-605 Page 2
Medline Industries LP
January 14, 2026
INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing
instructions included in each order referencing this Agreement. The Agreement number must appear on all
shipping documents and invoices. Invoice terms shall be Net 45 Days.
INVOICE TERMS: Net forty-five (45)days from the receipt of invoice.
TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written
notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory
services or supplies provided to the date of termination.
LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they
be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel
engaged in service covered by this Agreement.
AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased
goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible
condition all books, documents, papers, data files and other records related to its performance under this
contract. Such records shall be complete and available to Fresno County, the State of California, the federal
government or their duly authorized representatives for the purpose of audit, examination, or copying during
the term of the contract and fora period of at least three years following the County's final payment under the
contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records
must be retained in the manner described above until all pending matters are closed.
LIABILITY: The Contractor agrees to:
Pay all claims for damage to property in any manner arising from Contractor's operations under this
Agreement.
Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and
employees from any and all claims for damage or other liability, including costs, expenses (including
attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected
with Contractor's performance or failure to perform by Contractor, its agents, officers oremployees under this
Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages,
liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or
damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under
this Agreement.
INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any
third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement:
A. Commercial General Liability: Commercial general liability insurance with limits of not less than Two
Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars
($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products,
completed operations, property damage, bodily injury, personal injury, and advertising injury. The
Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents,
employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the
operations under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County is excess only
and not contributing with insurance provided under the Contractor's policy.
B. Automobile Liability: Automobile liability insurance with limits of not less than One Million Dollars
($1,000,000) per occurrence for bodily injury and forproperty damages. Coverage must include any auto
used in connection with this Agreement.
C. Professional Liability: Professional liability insurance with limits of not less than One Million Dollars
($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a
claims-made policy, then (1)the retroactive date must be prior to the date on which services began
P-25-605 Medline Industries.docx
PROCUREMENT AGREEMENT NUMBER: P-25-605 Page 3
Medline Industries LP
January 14, 2026
under this Agreement; (2) the Contractor shall maintain the policy and provide to the County annual
evidence of insurance for not less than five years aftercompletion of services under this Agreement; and
(3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a
retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall
purchase extended reporting coverage on its claims-made policy for a minimum of five years after
completion of services under this Agreement.
D. Worker's Compensation: Workers compensation insurance as required by the laws of the State of
California with statutory limits.
Additional Requirements Relating to Insurance:
Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of
Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall
apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers,
agents and employees shall be excess only and not contributing with insurance provided under Contractor's
policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30)days
advance written notice given to County.
Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts
paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely
responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of
subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not
Contractor obtains such an endorsement.
Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide
certificates of insurance and endorsement as stated above for all of the foregoing policies, as required
herein, to the County of Fresno,
• Dept. of Public Health, Attn: Business Office, dphboapCa)fresnocountyca.gov or PO Box
11867, Fresno, CA 93775;
• Sheriff's Office, Attn: Accounts Payable, sheriff.contracts@fresnosheriff.org or 2200 Fresno
Street, Fresno, CA 93721;
• Dept. of Social Services, Attn: Accounts Payable, PO Box 24055, Fresno, CA 93779-4055;
• Dept. of Behavioral Health, Attn: DBH Finance, 3151 N. Millbrook Avenue, Fresno, CA 93703
stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its
officers, agents and employees will not be responsible for any premiums on the policies; that such
Commercial General Liability insurance names the County of Fresno, its officers, agents and employees,
individually and collectively, as additional insured, but only insofar as the operations under this Agreement
are concerned; that such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only
and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall
not be cancelled or changed without a minimum of thirty (30)days advance, written notice given to County.
Certificates of Insurance are to include the contract number at the top of the first page.
In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County
may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of
such event.
All policies shall be with admitted insurers licensed to do business in the State of California. Insurance
purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or
better.
P-25-605 Medline Industries.docx
PROCUREMENT AGREEMENT NUMBER: P-25-605 Page 4
Medline Industries LP
January 14, 2026
COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish
proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence.
INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor
under this Agreement, it is mutually understood and agreed that Contractor, including any and all of
Contractor's officers, agents, and employees will at all times be acting and performing as an independent
contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint
venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise
or direct the manner or method by which Contractor shall perform its work and function. However, County
shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations
in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable
provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over
matters the subject thereof.
Because of its status as an independent contractor, Contractor shall have absolutely no right to employment
rights and benefits available to County employees. Contractor shall be solely liable and responsible for
providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor
shall be solely responsible and save County harmless from all matters relating to payment of Contractor's
employees, including compliance with Social Security, withholding, and all other regulations governing such
matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to
others unrelated to the County or to this Agreement.
NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or
duties under this Agreement without the written consent of the other party.
AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County
with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments,
writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature
whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set
forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both
parties.
INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this
Agreement, the inconsistency shall be resolved by giving precedence in the following orderof priority: (1)the
text of this Agreement (excluding Attachment "A); (2)Attachment "A"; (3) Omnia Partners Contract Number
2021003157.
GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the
State of California. Venue for any action shall only be in County of Fresno.
ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic
signature as provided in this section.
A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement
to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an
original handwritten signature; or(3)an electronically scanned and transmitted (for example by PDF
document)of a handwritten signature.
B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid
original handwritten signature of the person signing this Agreement for all purposes, including but not
limited to evidentiary proof in any administrative orjudicial proceeding, and (2) has the same force and
effect as the valid original handwritten signature of that person.
C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in
the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section
1633.1).
P-25-605 Medline Industries.docx
PROCUREMENT AGREEMENT NUMBER: P-25-605 Page 5
Medline Industries LP
January 14, 2026
D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of
Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other
party may rely upon that representation.
This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means
and either party may sign this Agreement with an original handwritten signature.
Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or
USPS.
Please refer any inquiries in this matter to Susan Walker, Purchasing Technician, at 559-600-7111 or
suwalker@fresnocountyca.gov.
FOR THE COUNTY OF FRESNO
Riley BlaC'ikbUl"Cl Digitally signed by Riley Blackburn
Date:2026.01.20 09:56:21 -08'00'
Riley Blackburn
Purchasing Manager
333 W. Pontiac Way
Clovis, CA 93612
P-25-605 Medline Industries.docx
PROCUREMENT AGREEMENT NUMBER: P-25-605 Page 6
Medline Industries LP
January 14, 2026
CONTRACTOR TO COMPLETE:
Company: MEDLINE INDUSTRIES LP
Type of Entity:
❑ Individual ❑ Limited Liability Company
❑ Sole Proprietorship ❑ Limited Liability Partnership
❑ Corporation lW General Partnership
3 Lakes Dr. Northfield IL 60093
Address City State Zip
800-633-5463 State&LocalGovemment@medline.com
TELEPHONE NUMBER FAx NUMBER E-MAIL ADDRESS
Print Name & Chris Powers,VP of Government Markets
Title: Print Name & Title:
Signature: Signature:
ACCOUNTING USE ONLY
ORG No.: 56201500,31114000,56107064,
5630
Account No.: 7235,7235,7870,7235
Requisition NO.: 5622600402,3111265135,
5612600682,5632610045
(7/2024)
P-25-605 Medline Industries.docx
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 1 of 146
UNIVERSITY
O F
,86s :• CALIFORNIA Amendment #1 to Agreement #2021003157
This Amendment#1 ("Amendment") to Purchasing Agreement#2021003157, is entered
into by and between The Regents of the University of California ("UC") on behalf of the
University of California, San Diego and Medline Industries, LP ("Supplier") as of November
17, 2025 (the"Effective Date"). UC and Supplier may be referred to as the"Parties"in this
Amendment.
AMENDMENT TO AGREEMENT
The Agreement is hereby amended as follows:
1. Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Agreement.
2. Section 2 (Term of Agreement) in the Purchasing Agreement is hereby deleted in its
entirety and replaced with the following:
"2.Term of Agreement
The initial term of the Agreement will be from November 3, 2021 through January 31,
2029 ("Initial Term") and is subject to earlier termination as provided below."
3. The Parties hereby agree that to the extent there is any inconsistency in anyterms or
conditions set forth in the Agreement and this Amendment, the terms and conditions of
this Amendment shall control. Additionally, the Parties hereby agree that all other terms
and conditions of the Agreement shall remain in full force and effect, except as
modified by this Amendment.
This Amendment is signed by the Parties'duly authorized representatives and shall be
effective as of the Effective Date.
THE REGENTS OF THE
Medline Industries, LP �1UNIVERSITY OF CALIFORNIA
By: 7� � � /?�I2y �gGGQiL
L/
Name: Troy Lother Antony M. Esquer
Title: er Procurement Manager
Senior Director National Field Sales g
Date: 12/31/2025 01/09/2026
Amendment#1
Agreement#2021003157
Revised 11/17/2025
PROCUREMENT AGREEMENT NUMBER P-25-605
UNIVERSITY Medline Industries LP Attachment"A"
r:- Page 2 of 146
OF
..'�`a... Purchasing Agreement # 2021003157
As a result of Request for Proposal#2018AO UC San Diego Medical and Surgical Supplies,the Master Agreement to furnish
certain goods and services described herein and in the documents referenced herein ("Goods and/or Services") is made by
and between The Regents of the University of California,a California public corporation ("UC")on behalf of the University of
California, San Diego 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 November3rd, 2021,and through November 2"d, 2026 and is
subject to earlier termination as provided below. UC may renew the Agreement for 3 successive 1-year
periods(each,a Renewal Term).
b) UC may terminate the Agreement for convenience by giving Supplier at least 30 calendar days'written notice.
c) UC or Supplier may terminate the Agreement for cause by giving the other party at least 15 days' notice to
cure a breach of the Agreement(Cure Period). If the breaching party fails to cure the breach within the Cure
Period,the non-breaching party may immediately terminate the Agreement.
d) This agreement shall supersede and replace all other agreements between the Parties including UCOP-186.
For the avoidance of doubt, no rebates or other fees shall be due and payable to UC by Supplier under any
previous agreement following the effective date of this agreement.
3. Cooperative Purchasing:
Supplier may extend Goods and/or Services to public agencies (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")
registered with OIVINIA Partners, Public Sector ("Participating Public Agencies") under the terms of this agreement. All
contractual administration (e.g. terms, conditions, extensions, and renewals) will remain the UC's responsibility except as
outlined in the above referenced RFP(title of RFP).Operational issues,fiduciary responsibility,payment issues and liabilities,
and disputes involving individual Participating Public Agencies will be addressed, administered, and resolved by each
Participating Public Agency.
4. 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.
S. Pricing, Invoicing Method, and Settlement Method and Terms
Refer to Statement of Work or Purchase Order for Pricing. 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
Template revised on 10.1.19 Page 1 of 6
PROCUREMENT AGREEMENT NUMBER P-25-605
UNIVERSITY Medline Industries LP Attachment"A"
r:- Page 3 of 146
OF
'�`a....: Purchasing Agreement # 2021003157
considered. In the case of systemwide agreements, each UC Location will specify these terms in a Statement of Work or
Purchase Order, as the case may be.]
For non-systemwide agreements,the Invoicing Method,and Settlement Method and Terms are addressed below:
Template revised on 10.1.19 Page 2 of 6
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 4 of 146
Invoicing Method
Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase,Supplier will submit invoices following
the designated invoice method directly to UC Accounts Payable Departments at each UC Location.
Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase,UC will payfreight and shipping/handling
as follows:Supplier will pay FOB Destination Prepaid.
All invoices must clearly indicate the following information:
California sales tax as a separate line item;
Shipping costs as a separate line item;
UC Purchase Order or Release Number;
Description,quantity,catalog number and manufacturer number of the item ordered;
Net cost of each item;
Any pay/earned/dynamic discount;
Reference to original order number for all credit memos issued;
Supplier will submit invoices following the designated invoice method directly to UC Accounts Payable Departments at each
UC Location, unless UC notifies the Supplier otherwise by amendment to the Agreement.
Settlement Method and Terms
Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase,the Settlement Method and Terms for
any other campus will be as established by each campus location.
S. Notices
As provided in the UC Terms and Conditions of Purchase,notices may be given by email,which will be considered legal notice
only if such communications include the following text in the Subject field: FORMAL LEGAL NOTICE—[insert,as the case may
be,Supplier name or University of California]. If a physical format notice is required, it must be sent by overnight delivery or
by certified mail with return receipt requested, at the addresses specified below.
To UC, regarding confirmed or suspected Breaches as defined under Appendix—Data Security:
Name Daniel Quach
Phone 858-246-5779
Email dquach@ucsd.edu
Address Information Technology Services
TPC/S 3rd FI/152 Mail Code 0928
Mailing Address:9500 Gilman Drive#0928 La Jolla,CA 92093-0928
To UC, regarding confirmed or suspected Breaches as defined under Appendix—Electronic Commerce:
Name Anne Hewett
Phone 858-534-9426
Email ahewett@ucsd.edu
Address 10280 N.Torrey Pines Rd.,Ste.415 La Jolla,CA 92037
To UC, regarding contract issues not addressed above:
Template revised on 10.1.19 Page 3 of 6
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 5 of 146
Name Andrea Orozco
Phone 858-534-5730
Email anorozco@ucsd.edu
Address 10280 N.Torrey Pines Rd.,Ste.415 La Jolla,CA 92037
Name Antony Esquer
Phone 858-534-1479
Email amesquer@ucsd.edu
Address 10280 N.Torrey Pines Rd.,Ste.415 La Jolla,CA 92037
To Supplier:
Name Kevin Feighery
Phone 704-975-5477
Email kfeighery@medline.com
Address 1 Medline PI Mundelein, IL 60060
6. Intellectual Property, Copyright and Patents
/fix The Goods and/or Services do not involve Work Made for Hire
7. Patient Protection and Affordable Care Act (PPACA)
/_/x The Services do not involve temporary or supplementary staffing,and they are not subject to the PPACA warranties
in the T&Cs.
8. Prevailing Wages
/ /x Supplier is not required to pay prevailing wages when providing the Services.
9. Fair Wage/Fair Work
/_/x Supplier is not required to pay the UC Fair Wage(defined as$13 per hour as of 10/1/15,$14 per hour as of 10/1/16,
and $15 per hour as of 10/1/17)when providing the Services.
10. 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).
Template revised on 10.1.19 Page 4 of 6
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 6 of 146
11. Insurance
Deliver the PDF version of the Certificate of Insurance to UC's Buyer, by email with the following text in the Subject field:
CERTIFICATE OF INSURANCE—Medline Industries, Inc.
12. Service-Specific and/or Goods-Specific Provisions
a. Pandemic response
b. Stock arrangements
c. Last Mile
d. Sustainability Incentive:To support UC's zero waste goal and to improve campus waste and diversion, Medline agrees
to provide an annual sustainability incentive, in the amount of$5,000 payable to the UC Regents.This incentive will be
allocated to all 10 campus sustainability programs,to support campus waste and diversion programs.
Pricing Protection
Prices quoted on this solicitation must be firm for the first twelve(12)months of the initial term of any awarded agreement(s).
Price changes after the initial period,if any,shall be made on an annual basis as negotiated by both parties.Any price changes
require prior written notification and must follow the process outlined in Appendix B. However, in no event shall price
increase on an aggregate basis exceed three(3) percent or CPI whichever is less. Price increases for any agreement renewal
periods must be supported by documented evidence of manufacturers' price increases. If the supplier's catalog or list price
is reduced,the University shall benefit from a corresponding price reduction.
13. Records about Individuals
Records created pursuant to the Agreement that contain personal information about individuals(including statements made
by or about individuals) may become subject to the California Information Practices Act of 1977, which includes a right of
access by the subject individual. While ownership of confidential or personal information about individuals is subject to
negotiated agreement between UC and Supplier, records will normally become UC's property, and subject to state law and
UC policies governing privacy and access to 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.
14. Piggyback UC
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.
15. Incorporated Documents
This Agreement and its Incorporated Documents contain the entire agreement between the Parties, in order of
the below precedent, concerning its subject matter and shall supersede all prior or other agreements, oral and
written declarations of intent and other legal arrangements(whether binding or non-binding) made by the Parties
in respect thereof.
a. Attachment A: UC San Diego Medical and Surgical Supplies RFP#2018AO
Template revised on 10.1.19 Page 5 of 6
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 7 of 146
b. Appendix A: UC Terms and Conditions of Purchase
c. Appendix B: UC Appendix—Electronic Commerce
d. Appendix C: Federal Government Contracts Special Terms and Conditions
e. Appendix D: Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion
f. Appendix E: Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions
g. Appendix F: Certification Regarding Debarment, Suspension, Proposed Debarment, and Other
responsibility Matters (First Tier Subcontractor)
h. Appendix G: UC Appendix—Data Security
i. Appendix H: UC FEMA Appendix
j. Exhibit A: Response for National Cooperative Contract
k. Exhibit F: Federal Funds Certifications
I. Exhibit G: New Jersey Business Compliance
20. Entire Agreement
The Agreement and its Incorporated Documents contain the entire Agreement between the parties and supersede all prior
written or oral agreements with respect to the subject matter herein.
This Agreement can only be signed by an authorized representative with the proper delegation of authority.
THE REGENTS OF THE MEDLINE INDUSTRIES,LP.
I miivrociTV nr rni,IFORNIA
cam.Paws
1�isi ia�ui�� (Signature)
Todd Adams Chris Powers
(Printed Name,Title) (Printed Name,Title)
11/10/2021 11/9/2021
November 3rd, 2021 November 3rd, 2021
Template revised on 10.1.19 Page 6 of 6
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 8 of 146
University of California, San Diego
REQUEST FOR
PROPOSAL
RFP Summary
RFP Number: 002109-JUL2020-MED/SURG RFP 2018AO
Title: UC San Diego Medical and Surgical Supplies
Purpose: The University of California, San Diego is looking to award a
contract(s) to one or more medical and surgical suppliers in the
following categories (but not limited to) medical consumables,
surgical and examination gloves, intravenous and arterial supplies,
general medical and surgical supplies,and medical apparel.
RFP Due Date: Thursday, September 24,2020,by 4:00 p.m. (PST/PDT)
Issued By: University of California, San Diego
RFP Administrator: Andrea Orozco
Life Science/Equipment Professional Buyer
University of California, San Diego
10280 N. Torrey Pines Rd.,Ste.415
La Jolla,California 92037
Antony Michael Esquer
Procurement Supervisor-Life Science
University of California, San Diego
10280 N. Torrey Pines Rd.,Ste.415
La Jolla,California 92037
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 9 of 146
UC San Diego Request for Proposal
lSup8A0
RFP UC San Diego Medical and Surgical Supplies
Response Deadline: Thursday,September 24,2020 by 4:00 p.m. (PST/PDT)
Table of Contents
SECTION 1:GENERAL INFORMATION....................................................................................................................3
1.1.0 Purpose&Objectives of the RFP.........................................................................................................................3
1.2.0 About UC San Diego..............................................................................................................................................4
The University of California Terms and Conditions of Purchase,Appendices, and Exhibits,unless specific
exceptions are taken and alternative language or provisions are mutually agreed upon, shall be
incorporated into the purchase agreement resulting from this RFP...................................................7
SECTION 2:MINIMUM MANDATORY REQUIREMENTS...................................................................................11
SECTION3:PRICING................................................................................................................................................12
Supplier proposals must address all of the listed requirements in the order presented with a response
acknowledging an understanding of and approach to fulfilling the
requirements...................................................................................................................................................12
3.1.0 Price Quotation....................................................................................................................................................12
3.2.0 Price Protection .................................................................................................................................................. 12
3.3.0 Manufacturer Price Decreases ............................................................................................................................13
3.4.0 New and Discontinued Items ..............................................................................................................................13
3.5.0 Balance of Line/Comprehensive Product Offering.............................................................................................13
3.6.0 Federal Funds Pricing .........................................................................................................13
Exhibits,Appendices,Supplements and Attachments
University of California Terms and Conditions of Purchase Appendix A
UC Appendix—Electronic Commerce Appendix B
Cost Proposal Worksheet Attachment I
Federal Government Contracts Special Terms and Conditions Appendix C
Certification Regarding Debarment, Suspension,Ineligibility,and Voluntary Exclusion Appendix D
Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions Appendix E
Certification Regarding Debarment,Suspension,Proposed Debarment,and Other responsibility Appendix F
Matters First Tier Subcontractor
Data Security Append G
UC FEMA Appendix Appendix H
OMNIA Partners Documents
Response for National Cooperative Contract Exhibit A
Administration Agreement Example Exhibit B
Master Intergovernmental Cooperative Purchasing Agreement Exhibit C
OMNIA Partners Principle Procurement Agency Certificate Exhibit D
OMNIA Partners Contract Sales Reporting Exhibit E
Federal Funds Certifications Exhibit F
New Jersey Business Compliance Exhibit G
Advertising Compliance Requirement Exhibit H
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 10 of 146
UC San Diego Request for Proposal l Supplies
RFP UC San Diego Medical and Surgical Supplies
Response Deadline:Thursday, September 24,2020 by 4:00 p.m.(PST/PDT)
SECTION 1: GENERAL INFORMATION
1.1.0 Purpose& Objectives of the RFP
The purpose of this Request for Proposal("RFP") is for qualified suppliers to prepare and submit a proposal to
furnish Medical and Surgical Supplies in accordance with the requirements set forth in this RFP.
The overall objective of this RFP is to award multiple qualified suppliers that will assist UC San Diego in
establishing a sustainable program that provides medical and surgical supplies,exceptional customer service and
cost effective processes to all University of California (UC) campuses, medical centers, and laboratories on a
needed basis.
Supplier agrees to make available the services to any UC location and other public agencies upon the terms,
conditions and pricing set forth in an agreement awarded in response to the supplier's proposal.OMNIA Partners
will be supporting our efforts to market the outcome of the solicitation nationally.
Scope of Work(SOW)
UC San Diego currently spends over$300,000 on medical,surgical and related supplies and potential spend with
the UC(10 Campus)system is$3,600,000.
The intent of this solicitation is to establish the ability to purchase a comprehensive,wide variety of Medical and
Surgical solutions,supplies,and services including,but not limited to,the following categories
1. Ambulatory Products;
12. Medications(Over the Counter);
2. Apparel and Textiles;
13. Medical Waste Disposal Supplies;
3. Bath Safety;
14. Needles and Syringes;
4. Beds,Equipment and Accessories;
15. Ostomy and Urology Products;
5. Diagnostic Equipment;
16. Personal Care Products;
6. Dietary Supplements;
17. Respiratory Care;
7. Surgical or Examination Gloves;
18. Wound Care;
8. Housekeeping Supplies;
19. Rental of Equipment;and
9. Incontinent Care;
20. Associated Services such as "kitting,"
10. Infusion/IV Supplies; product management, product optimization,
inventory control,inventory management,etc.
11. Laboratory Supplies;
The information above serves as an estimate only to assist suppliers while preparing proposals. The figures
provided are indicative of the potential business volume and complexity of the account.However,the University
does not and cannot guarantee any specific quantities or business volume during the agreementperiod or any
extensions thereto.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 11 of 146
UC San Diego Request for Proposal l Supplies
RFP UC San Diego Medical and Surgical Supplies
Response Deadline:Thursday, September 24,2020 by 4:00 p.m.(PST/PDT)
1.2.0 About UC San Diego
UC San Diego is an academic powerhouse and economic engine,recognized as one of the top public universities.
Innovation is central to who we are and what we do. Students learn that knowledge isn't just acquired in the
classroom—life is their laboratory. UC San Diego is dedicated to the advancement of knowledge through
excellence in education and research at the undergraduate,graduate,professional school and postdoctoral levels.
The campus is committed to community engagement,public service and industry partnerships in order to advance
the health and well-being of our region,state,nation and the world.Our academic community of world-renowned
faculty, bright students and dedicated staff is characterized by a culture of interdisciplinary collaboration and
innovation which spans the globe. To foster the best possible working and learning environment, our university
strives to maintain a climate of fairness, cooperation, and professionalism, which is embodied in our campus
Principles of Community. UC San Diego embraces diversity, equity, and inclusion as essential ingredients of
academic excellence in higher education.UC San Diego's rich academic portfolio includes seven undergraduate
colleges, five academic divisions and five graduate and professional schools. The university's award-winning
scholars are experts at the forefront of their fields with an impressive track record for achieving scientific,medical
and technological breakthroughs.
1.3.0 About OMNIA Partners
The University of California, as the Principal Procurement Agency, defined in Exhibit A, has partnered with
OMNIA Partners,Public Sector("OMNIA Partners")to make the resultant contract(also known as the"Master
Agreement"in materials distributed by OMNIA Partners)from this solicitation available to other public agencies
nationally, including state and local governmental entities, public and private primary, secondary and higher
education entities,non-profit entities, and agencies for the public benefit("Public Agencies"),through OMNIA
Partners' cooperative purchasing program. The University of California is acting as the contracting agency for
any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by
any Public Agency is preceded by their registration with OMNIA Partners(a"Participating Public Agency")and
by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA
Partners,whether pursuant to the terms of a Master Intergovernmental Cooperative Purchasing Agreement,a form
of which is attached hereto on Exhibit C, or as otherwise agreed to. Exhibits A through H contains additional
information about OMNIA Partners and the cooperative purchasing program.
OMNIA Partners is the largest and most experienced purchasing organization for public and private sector
procurement. Through the economies of scale created by OMNIA Partners public sector subsidiaries and
affiliates,National IPA and U.S. Communities,our participants now have access to more competitively solicited
and publicly awarded cooperative agreements.The lead agency contracting process continues to be the foundation
on which we are founded. OMNIA Partners is proud to offer more value and resources to state and local
government,higher education,K-12 education and nonprofits.
OMNIA Partners provides shared services and supply chain optimization to government,education and the private
sector. With corporate,pricing and sales commitments from the supplier, OMNIA Partners provides marketing
and administrative support for the supplier that directly promotes the supplier's products and services to
Participating Public Agencies through multiple channels,each designed to promote specific products and services
to Public Agencies on a national basis. Participating Public Agencies benefit from pricing based on aggregate
spend and the convenience of a contract that has already been advertised and publicly competed. The supplier
benefits from a contract that generally allows Participating Public Agencies to directly purchase goods and
services without the supplier's need to respond to additional competitive solicitations.As such,the supplier must
be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide supplier and
respond to the OMNIA Partners documents(Exhibits A,F,and G).
While no minimum volume is guaranteed to the supplier,the estimated annual volume of Medical and Surgical
Supplies purchased under the Master Agreement through OMNIA Partners is approximately $50 million. This
projection is based on the current annual volumes among the University of California,other Participating Public
Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA
Partners, and volume growth into other Public Agencies through a coordinated marketing approach between the
supplier and OMNIA Partners.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
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UC San Diego Request for Proposal l Supplies
RFP UC San Diego Medical and Surgical Supplies
Response Deadline:Thursday, September 24,2020 by 4:00 p.m.(PST/PDT)
1.4.0 Issuing Office and Communications Regarding the RFP
This RFP and any subsequent addenda to it is being issued by the University of California,San Diego Procurement
Department. The UC San Diego Procurement Department is the sole point of contact regarding all procurement
and contractual matters relating to the requirements described in this RFP; and is the only office authorized to
change,modify,clarify, etc.,the specifications,terms and conditions of this RFP and any agreement(s)awarded
as a result of this RFP.The University shall not be responsible for the failure of any prospective supplier to receive
any subsequent addenda.
All communications,including any requests for clarification,concerning this RFP should be addressed in writing
to the RFP Administrator:
Andrea Orozco Phone: 858-534-5730
Procurement Buyer—Life Science
UC San Diego IPPS Email:pur-anorozco(&mail.ucsd.edu
Antony Esquer Phone: 858-534-1479
Procurement Supervisor—Life Science
UC San Diego IPPS Email:amesquer(&ucsd.edu
1.5.0 RFP Dates
Suppliers interested in submitting proposals in response to this RFP should do so according to the following
schedule. Should suppliers fail to adhere to the dates and times(all times Pacific Time)for performance specified
below,they will be disqualified.
Anticipated Action Anticipated Action Date
Electronic RFP Issue Date Friday,August 21,2020
Pre-Proposal Zoom Call(Recommended) August 26,2020
9:OOam(PST/PDT)
https://ucsd.zoom.us/i/95680665355
Deadline for Supplier Q&A via Discussion August 31,2020 at 5:OOpm(PST/PDT)
Forum
University's Response to Supplier Q&A September 9,2020 at 5:OOpm(PST/PDT)
Deadline for RFP Response September 24,2020 at 4:OOpm(PST/PDT)
Evaluation Timeline September 25,2020 to September 30,2020
Supplier's Finalist(s)Review September 30,2020 to October 12,2020
Award Announced October 13,2020 at 4:OOpm(PST/PDT)
Non-Mandatory Pre-Proposal Conference
Pre-Proposal Conference will be held on August 26th,2020 at 9:OOam PT(hitps://ucsd.zoom.us/j/95680665355).
Attendance at this conference is not mandatory. If a supplier is unable to attend the Pre-Proposal Conference
questions may be submitted in writing through the discussion board within CalUsource. The purpose of this
conference will be to clarify the contents of this Request for Proposal in order to prevent any misunderstanding
of the Request for Proposal. Any doubt as to the requirements of this Request for Proposal or any apparent
omission or discrepancy should be presented to the University of California at this conference.The University of
California will then determine the appropriate action necessary,if any,and may issue a written addendum to the
Request for Proposal.Oral statements or instructions will not constitute an addendum to this Request for Proposal.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 13 of 146
UC San Diecfr) Request for Proposal l Supplies
— RFP UC San Diego Medical and Surgical Supplies
Response Deadline:Thursday, September 24,2020 by 4:00 p.m.(PST/PDT)
The University reserves the right to modify the above schedule of events and make changes to other provisions in
this RFP. It is the supplier's responsibility to read the entire document and any addendums, and to comply with
all requirements listed herein.
1.6.0 National Program
Include a detailed response to Exhibit A, OMNIA Partners Response for National Cooperative contract.
Responses should highlight experience, demonstrate a strong national presence, describe how the supplier will
educate its national sales force about the contract, describe how products and services will be distributed
nationwide,include a plan for marketing the products and services nationwide, and describe how volume will be
tracked and reported to OMNIA Partners.
The successful supplier will be required to sign Exhibit B,OMNIA Partners Administration Agreement. Suppliers
should have any reviews required to sign the document prior to submitting a response. Supplier's response should
include any proposed exceptions to the OMNIA Partners Administration Agreement.
1.7.0 Instructions for Submitting Proposals
All prospective suppliers must follow the format specified in this RFP. Submit your proposal using the
CalUsource Public bid site,which is the University of California fully integrated web-based procurement solution
for sourcing, contracting and spend that will be used for collaboration and efficiencies for this project. The
registration for CalUsource is https://calusource.net/login/. On these pages,you'll find a variety of resources to
support you in using CalUsource. For technical assistance, please contact support(cr�Pgep.com. Incomplete
proposals are subject to disqualification. No mailed, telephone, emailed, facsimiled, or late proposals will be
considered.Unless the University is notified that the CalUsource portal is equally unavailable to all UC's qualified
suppliers,the supplier's inability to enter their response into CalUSource will not be accepted as reason for a late
response.
1.8.0 Proposal Format Guidelines
Submit your proposals via the CalUsource Questionnaire section.Proposals must provide a complete response to
all requirements stated in the RFP and comply with the specifications and all legal requirements.
1.9.0 Proposal Evaluation and Contract Award
This solicitation, the evaluation of proposals and the award of any resulting agreement shall be made in
conformance with applicable University policies and California law.The University reserves the right to withdraw
this RFP provided it has not already awarded a contract to one of the suppliers or began negotiations with the
apparent awardee(s). The University reserves the right to accept or reject proposals in part or in whole,without
further discussion. In addition, the University may make multiple awards as a result of this solicitation. All
documents submitted to UC San Diego on behalf of this RFP will become the exclusive property of the University
and will not be returned.Additionally,the University of California reserves the right to conduct interviews with
some or all of the suppliers at any point during the evaluation process.However,the University of California may
determine that interviews are not necessary.In the event interviews are conducted, information provided during
the interview process shall be taken into consideration when evaluating the stated criteria. The University of
California shall not reimburse the supplier for the costs associated with the interview process.
Any agreement(s)resulting from this RFP will be awarded to the responsive and responsible supplier(s)whose
proposal,in the opinion of the University,offers the greatest benefit to the University when considering the total
value, including, but not limited to, the quality of products, service, total cost, trade-ins, upgrades, available
volume discounts,shipping,value added items and other miscellaneous charges.
Proposals will be evaluated by an assigned UC San Diego commodity team using a multiple-step evaluation
method as outlined below:
Step 1: Proposals will be reviewed to determine if they are "administratively responsive": All required items
provided,all deadlines met,all forms filled out completely,proposal formatted and submitted as required.In order
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
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UC San Diecfr) Request for Proposal l Supplies
— RFP UC San Diego Medical and Surgical Supplies
Response Deadline:Thursday, September 24,2020 by 4:00 p.m.(PST/PDT)
to comprehensively evaluate the proposals received,the University of California,may seek additional information
or clarification from one or more of the suppliers.
Step 2: Qualitative responses will be evaluated by the University using a quality points system. The evaluators
will examine each supplier's narrative response through the application of uniform criteria,evidencing its ability
to meet or exceed the University's program requirements for Medical and Surgical Supplies. In addition to
materials provided in the proposals,the evaluators may request additional information from the supplier and others
which may include site visits, oral presentations, product testing, additional information or references to make
their determination of quality points awarded;however,UC San Diego is under no obligation to pursue or consider
any additional information not included in the original proposal.
Step 3:Financial(Pricing)Proposals will be reviewed to determine Total Cost.
Step 4: Sustainability Specifications
UC San Diego has a long history of being leaders in sustainability, including environmentally and socially
responsible purchasing.
For example, in 2018, the University of California expanded its UC Sustainable Practices Policy to include
environmentally preferable purchasing.Among other directives,these policies advise the UC to:
• Determine the appropriate sustainability requirements to be included in RFPs,
• Recognize and value the total cost of ownership,closed-loop systems,and contribution to LEED credits
when evaluating suppliers,
• Recognize recycled content and third-party certifications,and negotiate better pricing on products with
these recognized criteria where opportunities exist,
• Require suppliers to report quarterly on the UC's spend on environmentally preferable products,
• Require suppliers to document their packaging practices, verify compliance with the UC's packaging
criteria,and work with its suppliers to establish end-of-life reuse,recycling,or"take-back"programs at
no extra cost to the University.
In addition,the UC Sustainable Practices Policy identifies green building design and operation standards,a zero-
waste by 2020 target,a climate neutrality goal by 2025,and stringent water consumption reduction goals.
Step 5: The supplier(s)may be selected as a finalist and undergo further evaluation or as an apparent awardee.
These supplier(s) proposals will be reviewed to determine if they are financially responsible. Exclusive or
concurrent negotiations may be conducted with responsible supplier(s) for the purpose of altering or otherwise
changing the conditions,terms and price of the proposed contract unless prohibited. Supplier(s)shall be accorded
fair and equal treatment in conducting negotiations and there shall be no disclosure of any information derived
from proposals submitted by competing supplier(s).
The University believes that previous experience,financial capability,expertise of personnel,and related factors
are important in assessing the Supplier's potential to successfully fulfill the requirements defined in this RFP.The
University of California reserves the right to make such additional investigations as it deems necessary to establish
the competence and financial stability of any supplier submitting a proposal.
Determination of Quality Points: All criteria listed in Section 2: Minimum Mandatory Requirements must be
agreed to by supplier before any further response will be evaluated.Factors that will be used to evaluate proposals
may include the following;however,other pertinent factors may also be considered:
Responsive proposals will be evaluated using a Best Value method. Best Value means the most advantageous
balance of price/cost, quality, service performance and other elements, as defined by the University. University
evaluators will determine the proposal's value by scoring the proposals based on a uniform set of weighted
evaluation criteria. Each proposal's Best Value score will be the average of all evaluators' total scores awarded
for the proposal. The University will then determine each proposal's price score by the following method. The
University will have determined the maximum possible price score prior to the proposal due date. The proposal
with the maximum possible price score will be considered the lowest responsive proposal.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 15 of 146
UC S an D i ego Request for Proposal l Supplies
RFP UC San Diego Medical and Surgical Supplies
Response Deadline:Thursday, September 24,2020 by 4:00 p.m.(PST/PDT)
All other responsive proposals will receive a proportion of the maximum possible price score equal to the quotient
of the lowest proposal's cost divided by that proposal's cost. Each proposal's price score will be added to that
proposal's quality point score to get that proposal's total score. The proposal with the highest total score will be
considered the "Best Value". The proposal with the next highest total score will be considered the second-best
value, and so on. The University will then determine if the Supplier submitting the best value proposal is
responsible.The apparent RFP winner will be the responsible supplier submitting the best value proposal.
Example:
Sample Price/Cost Normalization Total Price/Cost Points Available-500
Supplier#1:Low supplier at$50,000 receives maximum points 500
Supplier#2:Next lowest supplier at$55,000 receives 90.9%of max points 455
Supplier#3:Highest supplier at$60,000 receives 83.3%of max points 417
1.10.0 Proposal Preparation Costs
All costs incurred in the preparation and submission of proposals and related documentation, including supplier
presentations to UC San Diego,will be borne by the supplier.
1.11.0 Errors and Omissions
If the supplier discovers any discrepancy, error or omission in this RFP or any of its Attachments,Appendices,
Exhibits or Addenda;UC San Diego should be notified immediately and a written clarification/notification will
be issued to all suppliers who have been furnished a copy of this RFP for proposal purposes.No supplier will be
entitled to additional compensation for any error or discrepancy that appears in the RFP where UC San Diego was
not notified and a response provided.
1.12.0 Proposal Acceptance Period
All proposals shall remain available for University acceptance for a minimum of 120 days following the RFP
closing date.
1.13.0 Initial Contract Term and Optional Renewal Term(s)
The anticipated term of any agreement issued as a result of this RFP will be for an initial period of five(5)years.
The University may,at its option,exercise three(3)additional one-year extensions for a total of eight(8)years on
the same terms and conditions.
1.14.0 Disclosure of Records and Confidentiality of Information
This RFP,together with copies of all documents pertaining to any award or agreement,if issued,shall be kept for
the period required by law and made part of a file or record, which shall be open to public inspection. If the
supplier's response contains any trade secrets or proprietary information that should not be disclosed to the public
or used by University for any purpose other than evaluation of the response, the top of each sheet of such
information must be marked with the following legend: "CONFIDENTIAL INFORMATION".
All information submitted as part of a response after an award has been made,must be open to public inspection
(except items marked as "Confidential Information" and considered trade secrets under the California Public
Records Act).Should a request for information be made of the University that has been designated as confidential
by the supplier and on the basis of that designation, University denies the request for information; the supplier
shall be responsible for all legal costs necessary to defend such action if the denial is challenged in a court of law.
A supplier may not distribute any announcements or news releases regarding this RFP without the prior written
approval of the University.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 16 of 146
UC S an D i ego Request for Proposal l Supplies
RFP UC San Diego Medical and Surgical Supplies
Response Deadline:Thursday, September 24,2020 by 4:00 p.m.(PST/PDT)
1.15.0 Marketing References
The successful supplier shall be prohibited from making any reference to the University, in any literature,
promotional material, brochures or sales presentations without the express written consent of the University of
California with the exception of the approved marketing methods already approved in Lead Agency Marketing
Plan.
The University of California trademarks are protected by Federal Trademark and California State laws.Any use,
therefore, of any UC Trademarks is prohibited, in whole or in part,without the prior written consent of UC San
Diego,as applicable.
1.16.0 Reporting Requirements
Supplier agrees to provide 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.
1.17.0 Service Level Requirements
During the Term of the Agreement, and any extension(s) of the Term, Supplier will strive to provide, but not
limited to,the following minimum service standards:
Normal delivery next business day
Rush delivery within 4 hours
Pick up returns within 2 business days
Request for reports within 5 business days
Order fill rate 98%
Delivery accuracy 98%
Delivery,on-time 98%
Invoice/billing accuracy 98%
Customer service satisfaction
1.18.0 Program Requirements
Order Packaging and Labeling.Supplier agrees that each UC order will be individually wrapped and labeled with
the following information:
Purchase Order number;
Product description,quantity and catalog number of the product ordered and an open 30-character field for
internal identification e.g.,UC storehouse catalog numbers and/or internal customer order numbers;and
Other information,as may be requested by ordering UC Location.
Packaging slips will be attached to the outside of the package such that it can be inspected by UC at the requesting
department and/or receiving dock.
Receiving Locations.Supplier agrees to provide desktop and dock delivery to all UC current and future authorized
personnel delivery points,as requested by UC.
Standard Delivery Requirements. Supplier will deliver Monday through Friday, excluding UC- and supplier-
observed holidays. Supplier provides UC with a schedule on or before September 1 of the following calendar
year showing holidays and other planned shutdowns (such as the annual inventory) that would impact the
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Page 17 of 146
UC S an D i ego Request for Proposal l Supplies
RFP UC San Diego Medical and Surgical Supplies
Response Deadline:Thursday, September 24,2020 by 4:00 p.m.(PST/PDT)
supplier's ability to deliver the Goods and/or Services. Supplier agrees to deliver all UC orders received by 3:30pm
Pacific Time the next business day as follows:
Campus direct(desktop delivery) -by 3:30 pm Pacific Time
Storehouse(drop ship delivery) -by 10:00 am Pacific Time
Delivery Delays. Supplier will report any delivery delay whatsoever to the ordering location,as well as its cause,
within two(2)hours after supplier is able to reasonably determine there will be a delay;the report will be provided
to UC by telephone,e-mail,or facsimile.Supplier will keep UC fully informed and will take all reasonable action
in eliminating the cause of delay.
Rush Delivery Requirements. Supplier agrees to deliver UC emergency orders within four(4)hours after receipt
of order at no additional charge to UC.Rush delivery orders for same day delivery must be requested by UC prior
to 1:00 pm Pacific Time. Supplier cannot guarantee, but agrees to use good faith efforts, to provide same day
delivery for rush orders UC places after 1:00 pm Pacific Time.
Returns. Supplier agrees to accept Goods returned by UC if in resalable condition and if made within thirty(30)
days of original shipment. Supplier must pick up returns from the ordering department location within two
business days.Items under$20.00 do not need to be physically returned to the Supplier.
Credit.Requests for credit can be transmitted by the ordering UC personnel via the established order management
system(telephone,fax,paper return form, and web-based). Chargebacks and credit memos will be issued to UC
ordering departments in the current month's billing period. Return items will be credited at cost. If Goods were
purchased via UC purchasing card,credit must be issued to the same purchasing card.
Out of Stock Items. If there is an out of stock situation of any ordered inventoried item(s),the out of stock item
will be added to the back-order file and will be delivered to UC when the item is in stock without a further order
being submitted.
Surveys. Supplier will,at UC's request,conduct customer surveys of UC orders through questionnaires.UC will
approve the content and be responsible for the tabulation of these surveys.
No Minimum Order. There shall be no minimum order requirement.
No Substitutions.No substitutions of alternate items for products ordered will be permitted except with the express
approval from authorized UC San Diego personnel.The supplier may not substitute or exchange a different brand
or generic product or package size without written authorization.
1.19.0 Changes to the Services
UC may change the Goods and/or Services following execution of an SOW. If so, UC will submit a written
Amendment to the supplier describing the changes in appropriate detail. If an Amendment does not require the
supplier to incur any additional material costs or expenses, then the 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 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.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 18 of 146
UC San Diego Request for Proposal l Supplies
RFP UC San Diego Medical and Surgical Supplies
Response Deadline:Thursday, September 24,2020 by 4:00 p.m.(PST/PDT)
1.20.0 Right to Cancel/Modify
The University reserves the right to change any aspect of, cancel, or delay this RFP,the RFP process and/or the
program outlined within this RFP at any time. Notice shall be provided in a timely manner thereafter. The
University may award the contract without further discussion or may enter into negotiations with the apparent
RFP winner. Should the apparent RFP winner fail to accept the award, the University may determine that the
supplier has abandoned its Proposal.The University may then enter into negotiations with the responsible supplier
submitting the second best value proposal.If that supplier fails to accept the award,the University may determine
that that supplier has abandoned its proposal and enter into negotiations with the responsible supplier submitting
the third best value proposal and so on to each successive responsible best value supplier until an award is made
and accepted.
1.21.0 Right to Make No Award
The University reserves the right to reject all proposals and to make no award. Unless stated otherwise in this
RFP,the University reserves the right to make multiple awards or to award items separately or in the aggregate
as the interests of the University may appear.
1.22.0 Invoicing Method
UC San Diego has partnered with Transcepta Global Network for invoice automation. Participation is free and
registration and connection only takes a few minutes. Transcepta accepts invoices in the following ways: email,
virtual printer, cXML, and EDL For more information on Transcepta refer to htlps:Hipps.ucsd.edu/supplier-
resources/goods-services/invoicing/transcepta.html.
1.23.0 Payment Method and Terms
As a UC San Diego supplier payment will be issued via Virtual Credit Card. Virtual Credit Card is a card-less
Visa credit card product. Credit card number and credentials are emailed to your selected Accounts Receivable
contact.Terms are net 10 days.Standard credit card processing fees apply. For more information on this payment
method refer to https:Hipps.ucsd.edu/supplier-resources/goods-services/payments/virtual-card.html.
1.24.0 Contract Form
Any contract awarded pursuant to this RFP will be in writing and incorporate the RFP requirements and
specifications,as well the contents of the supplier's proposal as accepted by the University.
1.25.0 University of California Terms and Conditions of Purchase
The University of California Terms and Conditions of Purchase, Appendices, and Exhibits, unless specific
exceptions are taken and alternative language or provisions are mutually greed upon,shall be incorporated into
the purchase agreement resulting from this RFP.
SECTION 2: MINIMUM MANDATORY REQUIREMENTS
Minimum Mandatory Requirements are defined as requirements essential to UC San Diego for proposal
consideration. Disqualification from the RFP process may result from supplier's failure to agree and/or be in
compliance with any one or more of the following requirements. Complete the form in CalUsource. Indicate
acceptance by providing your initials.
• Proposals must be submitted via CalUsource in accordance with the timeline established in the Medical
and Surgical Supplies RFP. No late proposals will be accepted. Any proposal received after the
specified deadline for submission shall result in automatic disqualification.
• Suppliers may not collude.
• Suppliers must operate within the guidance of all federal and state labor codes.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
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UC S an D i ego Request for Proposal l Supplies
RFP UC San Diego Medical and Surgical Supplies
Response Deadline:Thursday, September 24,2020 by 4:00 p.m.(PST/PDT)
• Proposals must not contain any provisions reserving the right to accept or reject an award or to enter
into an agreement containing terms and conditions that are contrary to those in the solicitation.
• Suppliers must be able to maintain the necessary insurance(See Article 9 of the University of California
Terms and Conditions of Purchase).
• Suppliers must possess all trade, professional, or business licenses as may be required by the work
contemplated by this RFP.
• All suppliers must attach any business classifications and certifications.
In addition to the information required above,UC San Diego may request additional information from either
the Supplier or others and may utilize site visits and Supplier presentations, as reasonably required by the
University to verify the Supplier's ability to successfully meet the requirements of this RFP. The University
also reserves the right to obtain Dun&Bradstreet reports,or similar independent reports for further indications
of the Supplier's ability.
SECTION 3: PRICING
Supplier proposals must address all the listed requirements in the order presented with a response
acknowledging an understanding of and approach to fulfilling the requirements.
3.1.0 Price Quotation
UC San Diego recognizes that each supplier may not carry exactly the same manufacturer's Medical and Surgical
Supplies or lines. It is important to emphasize to all prospective suppliers that the designation/reference to any
manufacturers, part numbers, product or brand trade names is NOT intended to limit proposals (be restrictive)
from specific manufacturers,distributors or models,rather it is meant to convey the general style,type,character
and quality desired for the intended use. If the supplier does not carry a particular brand as specified in the
attachments, they are encouraged to quote a substitute with technical equivalence and equal unit of measure.
Suppliers must provide the following pricing data:
1. Please complete Attachment 1,based on specified UC San Diego requirements as defined in this RFP.
2. Suppliers must provide the following pricing data:
a. Net UC San Diego price listed by item in Attachment 1. Suppliers must quote on the exact
products specified on the attached Cost Proposal Spreadsheet or quote substitute Products of
equivalent quality/performance/function by completing and uploading the Cost Proposal
Spreadsheet. Supplier failure to comply with the requirements specified in this Paragraph may
be subject to disqualification.
b. Net UC San Diego price, specified as a percentage discount from the published list price for
Medical and Surgical Supplies not included in the Cost Proposal Worksheet, but which are
available in the supplier's standard catalog. Also, at a minimum, suppliers must specify
proposed discounts for the categories and related subcategories listed in section 1.1.0 Purpose
&Objectives of the RFP, Scope of Work.
3. Provide details of and propose additional discounts for volume orders, special manufacturer's offers,
minimum order quantity,free goods programs,total annual spend,or any other value-added services.
4.Provide all available ordering methods—online ordering,order tracking,search options,and order history.
*Net(cost less discount)is defined as"all inclusive"including the various services to be provided.There shall be
no separate charges,fees,handling or other incidental costs.
3.2.0 Price Protection
Prices quoted on this solicitation must be firm for the first twelve(12)months of the initial term of any awarded
agreement(s).Price changes after the initial period,if any,shall be made on an annual basis as negotiated by both
parties.Any price changes require prior written notification and must follow the process outlined in Appendix B.
However,in no event shall price increase on an aggregate basis exceed three(3)percent or CPI whichever is less.
Price increases for any agreement renewal periods must be supported by documented evidence of manufacturers'
price increases.If the supplier's catalog or list price is reduced,the University shall benefit from a corresponding
price reduction.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
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UC San Diego Request for Proposal l Supplies
RFP UC San Diego Medical and Surgical Supplies
Response Deadline:Thursday, September 24,2020 by 4:00 p.m.(PST/PDT)
3.3.0 Manufacturer Price Decreases
The supplier is advised that there is no mandatory use policy at UC San Diego. The supplier still must compete
with other vendors for departmental orders. Therefore, it is essential that the manufacturer price decreases be
passed on to the University immediately and the supplier agrees to do so.Further,the supplier will provide notice
to UC San Diego of all such price changes in a timely manner. In addition to decreasing prices for the balance of
the Contract term due to a change in market conditions, supplier may conduct sales promotions involving price
reductions for a specified lesser period.
Supplier may offer products and pricing specific to a Participating Entity's requirements.In the event the supplier
and Participating Entity agree to a pricing structure that may contain any item on the UC market basket of items
pricing list with unit pricing lower than that being offered under the Contract,the UC agrees that such pricing is
allowed to be offered to that Participating Entity, and is not required to be provided to the UC's or any other
Participating Entity or group of Participating Entities, only if the total cost of purchase be no less than the UC
contract unit price including supporting incentives and service.
3.4.0 New and Discontinued Items
UC San Diego recognizes that product additions and deletions to the selected supplier's offerings are likely to
occur during the life of any resulting agreement from this RFP.
• New Products: Similar products will be categorized within awarded categories as defined and agreed to by
UC San Diego with respect to discount structure,net price or total cost. If the supplier offers products that
are substantially different from awarded categories,UC San Diego and the Seller may enter negotiations.
• Discontinued Products: Supplier shall notify the University sixty (60) Days in advance of any products
being discontinued. Replacement of any discontinued product(s) should be offered to the University at the
same price structure or better of the original product and with the expressed consent of UC San Diego.
• Unit of Measurement Changes: Supplier shall notify the University sixty(60)days in advance of any UOM
changes.
3.5.0 Balance of LinelComprehensive Product Offering
Each supplier awarded an item under this solicitation may offer their complete product and service offering for
Medical and Surgical Supplies.Pricing for complete product offering/balance of line items will be determined by
a percentage discount off the supplier's retail price list. The pricing percentage discount offered must be entered
on the Category Discount tab in the Cost Proposal Worksheet of the supplier's response. The University of
California reserves the right to accept or reject any or all balance of line items offered. Each University of
California campus may choose to require a supplier to restrict particular categories with their ecommerce offering.
A successful supplier may or may not be awarded complete product offering/balance of line items that are awarded
as an item to another vendor as part of this solicitation.
3.6.0 Federal Funds Pricing
Due to products and services potentially being used in response to an emergency or disaster recovery situation in
which federal funding may be used, provide supplemental alternative pricing that does not include cost plus a
percentage of cost or pricing based on time and materials; if time and materials is necessary, a ceiling price that
the contract exceeds at its own risk will be needed.Products and services provided in a situation where an agency
is eligible for federal funding, supplier is subject to and must comply with all federal requirements applicable to
the funding including, but not limited to the FEMA Special Conditions section located in the Federal Funds
Certifications Exhibit.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
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UNIVERSITY APPENDIX A
1 = OF Terms and Conditions of Purchase
CALIFORNIA
ARTICLE 1—GENERAL
The equipment, materials, or supplies("Goods") and/or services ("Services")furnished by Supplier(together,the "Goods and Services")
and covered by the UC Purchase Order("PO")and/or other agreement(which,when combined with these Terms and Conditions and any
other documents incorporated by reference,will constitute the"Agreement")are governed by the terms and conditions set forth herein.
As used herein,the term "Supplier" includes Supplier and its sub-suppliers at any tier.As used herein, "UC" refers to The Regents of the
University of California, a corporation described in California Constitution Art. IX, Sec. 9, on behalf of the UC Locations identified in the
Agreement and/or the PO. UC and Supplier individually will be referred to as"Party"and collectively as"Parties."Any defined terms not
defined in these Terms and Conditions of Purchase will have the meaning ascribed to such term in any of the other documents incorporated
in and constituting the Agreement. No other terms or conditions will be binding upon the Parties unless accepted by them in writing.
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 effective date thereof,terminate the Agreement for convenience in whole or in part,
at any time.The effective date of such termination shall be consistent with any requirements for providing notice specified in the
Agreement,or immediate if no such terms are set forth in the Agreement. As specified in the termination notice,UC will pay Supplier
as full compensation the pro rata Agreement price for performance through the later of the date that(i) UC provided Supplier with
notice of termination or(ii)Supplier's provision of Goods and/or Services will terminate.
D. Either party may, by written notice,terminate the Agreement for other party's breach of the Agreement, in whole or in part,at any
time,if the breaching party refuses or fails to comply with the provisions of the Agreement,or so fails to make progress as to endanger
performance and does not cure such failure within thirty (30) days, or fails to supply the Goods and/or Services within the time
specified or any written extension thereof or timely pay for such supplied Goods and/or Services.In the event of Supplier's 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,not exceeding 110%of the Goods and/or Services purchase price under this Agreement,and thirty
(30)days'usage.
E. UC's Appendix—Data Security,Appendix—BAA,and/or Appendix—GDPR will control in the event that one or more appendices are
incorporated into the Agreement and conflicts with the provisions of this Article.
ARTICLE 3—PRICING,INVOICING METHOD,AND SETTLEMENT METHOD AND TERMS.
Pricing is set forth in the Agreement or Purchase Order,and the amount UC is charged and responsible for shall not exceed the amount
specified in the Agreement unless UC has given prior written approval. Unless otherwise agreed in writing by UC, Supplier will use the
invoicing method and payment settlement method (and 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 Services
delivered. 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.Prices are FOB destination on combined scheduled shipments of
one-hundred and fifty dollars and zero cents($150.00)for Education orders(other classes of trades or subject to Vendor's standard freight
terms). Seller shall bear the risk of loss or damage to the Products until the Products are delivered to the Ship To Location. Notwithstanding
the foregoing,additional freight charges will be added to:(i)special orders and non-stock product,(ii)emergency overnight shipments,(iii)
Products transferred to/from another distribution center (stock transfer)and(iv) stock Products where usage is in excess of 150% of
communicated forecast(if applicable). Supplier shall utilize the lowest transportation rate or classification reasonably available. 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/ind ex.htm1.Where applicable,Supplier will pay all taxes imposed on Supplier
in connection with its performance under the Agreement, including any federal,state and local income taxes.UC shall be responsible for
applicable sales,use,excise,value added,services,consumption and other taxes and duties associated with UC's receipt of the goods or services. UC will
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provide Supplier with a copy of UCs certificate of tax exemption,if applicable. Notwithstanding any other provision to the contrary,UC will not be
responsible for any fees,interest or surcharges Supplier wishes to impose.
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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,
skill and materials,and,except as otherwise provided in the Agreement,will be subject to inspection and test by UC at all times and places
timely following delivery. If,prior to final acceptance,any Goods and/or Services furnished are found to be incomplete,or not as specified,
UC may reject them, require Supplier to correct them at the sole cost of Supplier,or require provision of such Goods and/or Services at a
reduction in price that is equitable under the circumstances and mutually agreed upon. If Supplier is unable or refuses to correct such
deficiencies within 30 days 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 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. Notwithstanding final acceptance and payment, Supplier will be liable for latent
defects,fraud or such gross mistakes as amount to fraud.
ARTICLE 5—ASSIGNED PERSONNEL;CHARACTER OF SERVICES
Supplier will provide the Services as an independent contractor and furnish all equipment,personnel and materiel sufficient to provide the
Services expeditiously and efficiently, during as many hours per shift and shifts per week, and at such locations as UC may so require.
Supplier will devote only qualified personnel to work under the Agreement.Should UC inform Supplier that anyone providing the Services
is not working to this standard, UC may request that Supplier remove such personnel from providing Services and that he or she 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. Supplier
shall not have the power nor right to bind or obligate UC,and Supplier shall not hold itself out as having such authority.Supplier shall be
responsible to UC for all Services performed by Supplier's employees,agents and subcontractors,including being responsible for ensuring
payment of all unemployment, social security, payroll, contributions and other taxes with respect to such employees, agents and
subcontractors.
ARTICLE 6—WARRANTIES
In addition to the warranties set forth in Articles 11, 12, 17, 23, 24, 25 and 26 herein,Supplier makes the following warranties. Supplier
acknowledges that failure to comply with any of the warranties in the Agreement will constitute a material breach of the Agreement and
UC will have the right to terminate the Agreement without damage,penalty,cost or further obligation.
A. General Warranties. Supplier represents, warrants and covenants that: (i) Supplier is free to enter into this Agreement and that
Supplier is not, and will not become, during the Term, subject to any restrictions that might restrict or prohibit Supplier from
performing the Services or providing the Goods ordered hereunder; (ii) Supplier will comply with all applicable laws, rules and
regulations in performing Supplier's obligations hereunder; (iii) the Goods and/or Services shall be rendered with promptness and
diligence and shall be executed in a skilled manner by competent personnel,in accordance with the prevailing industry standards;and
if UC Appendix Data Security is NOT included:(iv)Supplier has developed a business interruption and disaster recovery program and is
executing such program to assess and reduce the extent to which Supplier's hardware, software and embedded systems may be
susceptible to errors or failures in various crisis(or force majeure)situations;and (v) if Supplier uses electronic systems for creating,
modifying, maintaining, archiving, retrieving or transmitting any records, including test results that are required by, or subject to
inspection by an applicable regulatory authority,then Supplier represents and warrants that Supplier's systems for electronic records
are in compliance. The rights and remedies so provided are in addition to and do not limit any rights afforded to UC by any other article
of the Agreement.
B. Permits and Licenses. Supplier agrees to procure all necessary permits or licenses and abide by all applicable laws, regulations and
ordinances of the United States and of the state,territory and political subdivision or any other country in which the Goods and/or
Services are provided.
C. Federal and State Water and Air Pollution Laws. Where applicable, Supplier warrants that it complies with the requirements in UC
Business and Finance Bulletin BUS-56(Materiel Management;Purchases from Entities Violating State or Federal Water or Air Pollution
Laws).Consistent with California Government Code 4477,these requirements do not permit UC to contract with entities in violation
of Federal or State water or air pollution laws.
D. Web Accessibility Requirements. As applicable to the Supplies and/or Services being provided under the Agreement,Supplier warrants
that:
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1. It complies with California and federal disability laws and regulations;and
2. The Goods and/or Services will conform to the accessibility requirements of WCAG 2.OAA.
3. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Goods and/or Services;
E. General Accessibility Requirements.Supplier warrants that:
1. It will comply with California and federal disability laws and regulations;
2. Supplier will promptly respond to remediate to any identified accessibility defects in the Goods and Services to conform to WCAG
2.0 AA;and
3. Supplier agrees to promptly respond to and use reasonable efforts to resolve and remediate any complaint regarding accessibility
of its Goods and/or Services.
F. Warranty of Intellectual Property.Supplier warrants that the goods and services shall not be violate any patent,copyright,trademark,
trade name,trade secret,or other proprietary or contractual right of any third party.
G. California Child Abuse and Neglect Reporting Act("CANRA").Where applicable,Supplier warrants that it complies with CANRA.
H. Debarment and Suspension. Supplier warrants that it is not presently debarred, suspended, proposed for debarment, or declared
ineligible for award of federal contracts or participation in federal assistance programs or activities.
I. UCTrademark Licensing Code of Conduct.If the Goods will bear UC's name(including UC campus names,abbreviations of these names,
UC logos, UC mascots, or UC seals) or other trademarks owned by UC, Supplier warrants that it holds a valid license from UC and
complies with the Trademark Licensing Code of Conduct policy,available at http://policy.ucop.edu/doc/3000130/TrademarkLicensing.
J. Outsourcing(Public Contract Code section 12147)Compliance.Supplier warrants that if the Agreement will displace UC employees,
no funds paid under the Agreement will be used to train workers who are located outside of the United States, or plan to relocate
outside the United States as part of the Agreement. Additionally, Supplier warrants that no work will be performed under the
Agreement with workers outside the United States,except as described in Supplier's bid. If Supplier or its sub-supplier performs the
Agreement with workers outside the United States during the life of the Agreement and Supplier did not describe such work in its bid,
Supplier acknowledges and agrees that (i) UC may terminate the Agreement without further obligation for noncompliance, and (ii)
Supplier will forfeit to UC the amount UC paid for the percentage of work that was performed with workers outside the United States
and not described in Supplier's bid.
ARTICLE 7—INTELLECTUAL PROPERTY,COPYRIGHT,PATENTS,AND DATA RIGHTS
A. Intentionally Omitted.
B. Goods and/or Services Not Involving Work Made for Hire.
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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 and solely for their intended purpose.
2. The Deliverables must be new.
C. General. Should the Goods and/or Services become,or in Supplier's opinion be likely to become,the subject of a claim of infringement
of any patent,copyright,trademark,trade name,trade secret,or other proprietary or contractual right of any third party,Supplier will
provide written notice to UC of the circumstances giving rise to such claim or likely claim. In the event that UC receives notice of a
claim of infringement or is made a party to or is threatened with being made a party to any claim of infringement related to the Goods
and/or Services, UC will provide Supplier with notice of such claim or threat. Following receipt of such notice,Supplier will either(at
Supplier's sole election)(i)procure for UC the right to continue to use the affected portion of the Goods and/or Services,or(ii)replace
or otherwise modify the affected portion of the Goods and/or Services to make them non-infringing,or obtain a reasonable substitute
product for the affected portion of the Goods and/or Services,provided that any replacement,modification or substitution under this
paragraph does not effect a material change in the Goods and/or Services'functionality. If none of the foregoing options is reasonably
acceptable to UC,UC will have the right to terminate the Agreement without damage,penalty,cost or further obligation.
D. UC Rights to Institutional Information. Institutional Information shall belong exclusively to UC and unless expressly provided, this
Agreement shall not be construed as conferring on Supplier any patent,copyright,trademark,license right or trade secret owned or
obtained by UC. Any right for Supplier to use Institutional Information is solely provided on a non-exclusive basis, and only to the
extent required for Supplier to provide the Goods or Services under the Agreement.As used herein,"Institutional Information"means
any information or data created, received, and/or collected by UC or on its behalf, including but not limited to application logs,
metadata and data derived from such data.
ARTICLE 8—INDEMNITY AND LIABILITY
To the fullest extent permitted by law,Supplier will defend,indemnify,and hold harmless UC,its officers,employees,and agents,from and
against all third party claims,losses,expenses(including,without limitation,actual and 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 negligent acts or omissions, or
willful misconduct of Supplier, its officers,employees,agents,sub-suppliers,or anyone directly or indirectly employed by Supplier,or any
person or persons under Supplier's direction and control. UC agrees to provide Supplier with prompt notice of any such claim or action and
to permit Supplier to defend any claim or action,and that UC will cooperate fully in such defense. UC retains the right to participate in the
defense against any such claim or action,and the right to consent to any settlement,which consent will not unreasonably be withheld.
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Notwithstanding anything to the contrary herein,the UC shall not be entitled to indemnification to the extent the injury or damage is caused
by(i)the negligent acts or omissions of UC;(ii)use of a product or service in any manner outside the scope of the specifications or in a
manner for which the product or service was not reasonably intended,or(iii)the use of any product or service not purchased from Supplier
or any product or service that has been altered without Supplier's written approval. Further,Supplier will not be liable for any punitive or
exemplary damages or loss,nor any lost profits,savings or business opportunity,special,consequential,incidental or indirect damages.
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. Workers'Compensation as required by applicable state law and Employer's Liability with limits of one million dollars($1,000,000)per
occurrence. Workers' Compensation as required by applicable state law and Employer's Liability with limits of one million dollars
($1,000,000)per occurrence.
D.
E. In the event Appendix DS applies to this Agreement,Supplier,at its sole cost and expense,will obtain,keep in force,and maintain one
or more insurance policies that provide coverage for technology,professional liability,data protection,and/or cyber liability.Typically
referred to as Privacy,Technology and Data Security Liability,Cyber Liability,or Technology Professional Liability insurance,it will cover
liabilities for financial loss due to the acts, omissions, or intentional misconduct of Supplier, its officers, employees, agents, sub-
suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control, in
connection with the performance of this Agreement,as well as all Supplier costs, including damages it is obligated to pay UC or any
third party,that are associated with any confirmed or suspected Breach or compromise of Institutional Information. In some cases,
Professional Liability policies may include some coverage for data breaches or loss of Institutional Information. Regardless of the type
of policy(ies)in place,such coverage will include without limitation:(i)costs to notify parties whose data were lost or compromised;
(ii) costs to provide credit monitoring and credit restoration services to parties whose data were lost or compromised; (iii) costs
associated with third party claims arising from the confirmed or suspected Breach or loss of Institutional Information, including
litigation costs and settlement costs; (iv) any investigation,enforcement,fines and penalties, or similar miscellaneous costs;and (v)
any payment made to a third party as a result of extortion related to a confirmed or suspected Breach. The following insurance
coverage is based on the highest Protection Level Classification of Institutional Information identified in Exhibit 1 to Appendix DS:
1. P1-This insurance policy must have minimum limits of$500,000 each occurrence and$500,000 in theaggregate.
2. P2-This insurance policy must have minimum limits of$1,000,000 each occurrence and$1,000,000 in the aggregate.
3. P3 and P4, less than 70,000 records - this insurance policy must have minimum limits of $5,000,000 each occurrence and
$5,000,000 in the aggregate.
4. P3 and P4, 70,000 or more records - this insurance policy must have minimum limits of $10,000,000 each occurrence and
$10,000,000 in the aggregate.
Protection Level Classifications are defined in the UC Systemwide Information Security Classification of Information and IT Resources:
https://security.ucop.edu/policies/institutional-information-and-it-resource-classification.html
F. Additional other insurance in such amounts as may be reasonably required by UC against other insurable risks relating to performance.
If the above insurance is written on a claims-made form,it will continue for three years following termination of the Agreement.The
insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement. If the above
insurance coverage is materially reduced or cancelled, Supplier will provide UC with not less than thirty(30) days' advance written
notice of such material reduction or cancellation,and will promptly obtain replacement coverage that complies with this Article.
I. The coverages referred to under A and B of this Article must include UC as an additional insured. It is understood that the coverage
and limits referred to under A and B of this Article will not in anyway limit Supplier's liability.Supplier will furnish UC with certificates
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of insurance(and the relevant endorsement pages)evidencing compliance with all requirements prior to commencing work under the
Agreement.Such certificates will:
1. Indicate that The Regents of the University of California has been endorsed as an additional insured for the coverage referred to
under A and B of this Article.This provision will only apply in proportion to and to the extent of the negligent acts or omissions
of Supplier,its officers,agents,or employees.
2. Include a provision that the coverage will be primary and will not participate with or be excess over any valid and collectible
insurance or program of self-insurance carried or maintained by UC.
ARTICLE 10—USE OF UC NAME AND TRADEMARKS
Supplier will not use the UC name,abbreviation of the UC name,trade names and/or trademarks(i.e., logos and seals)or any derivation
thereof,in any form or manner in advertisements,reports,or other information released to the public,or place the UC name,abbreviations,
trade names and/or trademarks or any derivation thereof on any consumer goods, products, or services for sale or distribution to the
public,without U C's prior written approval.Supplier agrees to comply at all times with California Education Code Section 92000.
ARTICLE 11—FEDERAL FUNDS
Supplier who supplies Goods and/or Services certifies and represents its compliance with the following clauses,as applicable.Supplier shall
promptly notify UC of any change of status with regard to these certifications and representations.These certifications and representations
are material statements upon which UC will rely.
A. For commercial transactions involving funds on a federal contract(federal awards governed by the FAR),the following provisions
apply,as applicable:
1. FAR 52.203-13,Contractor Code of Business Ethics and Conduct;
2. FAR 52.203-17,Contractor Employee Whistleblower Rights and Requirement to Inform Employees of WhistleblowerRights;
3. FAR 52.203-19,Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements;
4. FAR 52.219-8,Utilization of Small Business Concerns;
5. FAR 52.222-17,Non-displacement of Qualified Workers;
6. FAR 52.222-21,Prohibition of Segregated Facilities;
7. FAR 52.222-26,Equal Opportunity;
8. FAR 52.222-35,Equal Opportunity for Veterans;
9. FAR 52.222-36,Equal Opportunity for Workers with Disabilities;
10. FAR 52.222-37,Employment Reports on Veterans;
11. FAR 52.222-40,Notification of Employee Rights Under the National Labor Relations Act;
12. FAR 52.222-41,Service Contract Labor Standards;
13. FAR 52.222-50,Combating Trafficking in Persons;
14. FAR 52.222-51,Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance,Calibration,
or Repair of Certain Equipment-Requirements;
15. FAR 52.222-53,Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-
Requirements;
16. FAR 52.222-54,Employment Eligibility Verification;
17. FAR 52.222-55,Minimum Wages Under Executive Order 13658;
18. FAR 52.222-62,Paid Sick Leave under Executive Order 13706;
19. FAR 52.224-3,Privacy Training;
20. FAR 52.226-6,Promoting Excess Food Donation to Nonprofit Organizations;
21. FAR 52.233-1,Disputes;and
22. FAR 52.247-64,Preference for Privately Owned U.S.-Flag Commercial Vessels.
B. For non-commercial transactions involving funds on a federal contract,the UC Appendix titled'Federal Government Contracts Special
terms and Conditions (Non-Commercial Items or Services)' and located at www.ucop.edu/procurement-services/policies-
forms/index.html is hereby incorporated herein by this reference.
C. For transactions involving funds on a federal grant or cooperative agreement(federal awards governed by eCFR Title 2, Subtitle A,
Chapter II,Part 200)the following provisions apply,as applicable:
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1. Rights to Inventions. If Supplier is a small business firm or nonprofit organization,and is providing experimental, development,
or research work under this transaction,Supplier must comply with the requirements of 3 CFR Part 401, "Rights to Inventions
Made by nonprofit Organizations and Small Business Firms Under Government Grants,Contracts,and Cooperative Agreements".
2. Clean Air Act.Supplier agrees to comply with all applicable standards,orders or regulations issued pursuant to the Clean Air Act
(42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be
reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA).
3. Byrd Anti-Lobbying. Supplier certifies that it will not, and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress,officer or
employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any
other award covered by 31 U.S.C.1352.
4. Procurement of Recovered Materials. If Supplier is a state agency or agency of a political subdivision of a state,then Supplier
must comply with section 6002 of the Solid Waste Disposal Act,as amended by the Resource Conservation and Recovery Act.
D. In these provisions,the term"contractor"as used therein will refer to Supplier,and the terms"Government"or"Contracting Officer"
as used therein will refer to UC. Where a purchase of items is for fulfillment of a specific U.S. Government prime or subcontract,
additional information and/or terms and conditions may be included in an attached supplement. By submitting an invoice to UC,
Supplier is representing to UC that,at the time of submission:
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.
4. Byrd Anti-Lobbying. Supplier certifies that it will not, and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress,officer or
employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any
other award covered by 31 U.S.C.1352.
ARTICLE 12—EQUAL OPPORTUNITY AFFIRMATIVE ACTION
Supplier will abide by the requirements set forth in Executive Orders 11246 and 11375.Where applicable,Supplier will comply with 41 CFR
§§60-1.4(a),60-300.5(a)and 60-741.5(a),incorporated by reference with this statement:"This contractor and subcontractor shall abide
by the requirements of 41 CFR§§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified
individuals based on their status as protected veterans or individuals with disabilities,and prohibit discrimination against all individuals
based on their race,color,religion,sex,sexual orientation,gender identity,or national origin.Moreover,these regulations require that
covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard
to race,color,religion,sex,sexual orientation,gender identity,national origin,protected veteran status or disability."With respect to
activities occurring in the State of California, Supplier agrees to adhere to the California Fair Employment and Housing Act.Supplier will
provide UC on request a breakdown of its labor force by groups as specified by UC,and will discuss with UC its policies and practices relating
to its affirmative action programs.Supplier will not maintain or provide facilities for employees at any establishment under its control that
are segregated on a basis prohibited by federal law.Separate or single-user restrooms and necessary dressing or sleeping areas must be
provided,however,to ensure privacy.
ARTICLE 13—LIENS
Supplier agrees that upon UC's request,Supplier will submit a sworn statement setting forth the work performed or material furnished by
sub-suppliers and material men,and the amount due and to become due to each,and that before the final payment called for under the
Agreement, will upon UC's request submit to UC a complete set of vouchers showing what payments have been made for such work
performed or material furnished. Supplier will promptly notify UC in writing,of any claims,demands,causes of action,liens or suits brought
to its attention that arise out of the Agreement.UC will not make final payment until Supplier,if required,delivers to UC a complete release
of all liens arising out of the Agreement,or receipts in full in lieu thereof,as UC may require,and if required in either case,an affidavit that
as far as it has knowledge or information,the receipts include all the labor and materials for which a lien could be filed; but Supplier may,
if any sub-supplier refuses to furnish a release or receipt in full,furnish a bond satisfactory to UC to indemnify it against any claim by lien
or otherwise. If any lien or claim remains unsatisfied after all payments are made, Supplier will refund to UC all monies that UC may be
compelled to pay in discharging such lien or claim,including all costs and reasonable attorneys'fees.
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ARTICLE 14—PREMISES WHERE SERVICES ARE PROVIDED
A. Cleaning Up. Supplier will at all times keep UC premises where the Services are performed and adjoining premises free from
accumulations of waste material or rubbish caused by its employees or work of any of its sub-suppliers,and,at the completion of the
Services; will remove all rubbish from and about the premises and all its tools,scaffolding, and surplus materials, and will leave the
premises"broom clean"or its equivalent,unless more exactly specified. In case of dispute between Supplier and its sub-suppliers as
to responsibility for the removal of the rubbish,or if it is not promptly removed, UC may remove the rubbish and charge the cost to
Supplier.
B. Environmental,Safety,Health and Fire Protection.Supplier will take all reasonable precautions in providing the Goods and Services to
protect the health and safety of UC employees and members of the public and to minimize danger from all hazards to life and property,
and will comply with all applicable environmental protection, health, safety, and fire protection regulations and requirements
(including reporting requirements).In the event that Supplier fails to comply with such regulations and requirements,UC may,without
prejudice to any other legal or contractual rights of UC,issue an order stopping all or any part of the provision of the Goods and/or
Services;thereafter a start order for resumption of providing the Goods and/or Services may be issued at UC's discretion.Supplier will
not be entitled to make a claim for extension of time orfor 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. Supplier
will at all times maintain good order among its employees and all other persons who come onto UC's premises at Supplier's request
and will not engage any unfit or unskilled person to provide the Goods and/or Services. Supplier will confine its employees and all
other persons who come onto UC's premises at Supplier's request or for reasons relating to the Agreement and its equipment to that
portion of UC's premises where the Services are to be provided or to roads leading to and from such work sites,and to any other area
which UC may permit Supplier to use. Supplier will take all reasonable measures and precautions at all times to prevent injuries to or
the death of any of its employees or any other person who enters upon UC premises at Supplier's request. Such measures and
precautions will include, but will not be limited to, all safeguards and warnings necessary to protect workers and others against any
conditions on the premises that could be dangerous and to prevent accidents of any kind whenever the Goods and/or Services are
being provided in proximity to any moving or operating machinery, equipment or facilities, whether such machinery, equipment or
facilities are the property of or are being operated by, Supplier, its sub-suppliers, UC or other persons.To the extent compliance is
required,Supplier will comply with all relevant UC safety rules and regulations when on UC premises.
C. Tobacco-free Campus. UC is a tobacco-free institution. Use of cigarettes, cigars, oral tobacco, electronic cigarettes and all other
tobacco products is prohibited on all UC owned or leased sites.
ARTICLE 15—LIABILITY FOR UC-FURNISHED PROPERTY
Supplier assumes complete liability for any materials UC furnishes to Supplier in connection with the Agreement and Supplier agrees to pay
for any UC materials Supplier damages or otherwise is not able to account for to UC's reasonable satisfaction.UC furnishing to Supplier any
materials in connection with the Agreement will not,unless otherwise expressly provided in writing by UC,be construed to vest title thereto
in Supplier.
ARTICLE 16—COOPERATION
Supplier and its sub-suppliers, if any,will cooperate with UC and other suppliers and will so provide the Services that other cooperating
suppliers will not be hindered,delayed or interfered with in the progress of their work,and so that all of such work will be a finished and
complete job of its kind.
ARTICLE 17—ADDITIONAL TERMS APPLICABLE TO THE FURNISHING OF GOODS
The terms in this Article have special application to the furnishing of Goods:
A. Price Decreases Supplier shall timely notify UC as soon as reasonably possible of,and incorporate any price decreases including from
manufacturers for distributed products within 30 days..
B. Title.Title to the Goods purchased under the Agreement will pass directly from Supplier to UC at the f.o.b.point shown,or as otherwise
specified in the Agreement,subject to UC's right to reject upon inspection.
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C. Changes.Notwithstanding the terms in Article 34,Amendments,UC may make changes within the general scope of the Agreement in
drawings and specifications for specially manufactured Goods,place of delivery,method of shipment or packing of the Agreement by
giving notice to Supplier and subsequently both parties confirming such changes in writing If such changes affect the cost of or the
time required for performance of the Agreement,UC and Supplier will agree upon an equitable adjustment in the price and/or delivery
terms.Supplier may not make changes without UC's written approval.Any claim of Supplier for an adjustment under the Agreement
must be made in writing within thirty(30)days from the date Supplier receives notice of such change unless UC waives this condition
in writing.Nothing in the Agreement will excuse Supplier from proceeding with performance of the Agreement as changed hereunder.
Supplier may not alter or misbrand,within the meaning of the applicable Federal and State laws,the Goodsfurnished.
D. Forced,Convict and Indentured Labor.Supplier warrants that no foreign-made Goods furnished to UC pursuant to the Agreement will
be produced in whole or in part by forced labor,convict labor,or indentured labor under penal sanction. If UC determines that Supplier
knew or should have known that it was breaching this warranty, UC may,in addition to terminating the Agreement,remove Supplier
from consideration for UC contracts for a period not to exceed one year.This warranty is in addition to any applicable warranties in
Articles 6 and 11.
E. Export Control.Supplier agrees to provide UC(the contact listed on the Purchase Order)with written notification that identifies the
export-controlled Goods and such Goods'export classification if any of the Goods is export-controlled under the International Traffic
in Arms Regulations (ITAR) (22 CFR §§ 120-130), the Export Administration Regulations (15 CFR §§ 730-774) 500 or 600 series, or
controlled on a military strategic goods list. Supplier agrees to provide UC (the contact listed on the Purchase Order) with written
notification if Supplier will be providing information necessary for the operation, installation (including on-site installation),
maintenance(checking),repair,overhaul,and refurbishing of the Goods that is beyond a standard user manual(i.e."Use"technology
as defined under the EAR 15 CFR§772.1),or"Technical Data"(as defined under the ITAR 22 CFR§120.10).
ARTICLE 18—CONFLICT OF INTEREST
Supplier affirms that,to the best of Supplier's knowledge,no UC employee who has participated in UC's decision-making concerning the
Agreement has an"economic interest"in the Agreement or Supplier.A UC employee's"economic interest"means:
A. An investment worth$2,000 or more in Supplier or its affiliate;
B. A position as director,officer,partner,trustee,employee or manager of Supplier or its affiliate;
C. Receipt during the past 12 months of$500 in income or$440 in gifts from Supplier or its affiliate;or
D. A personal financial benefit from the Agreement in the amount of$250 or more.
In the event of a change in these economic interests,Supplier will provide written notice to UC within thirty(30)days after such change,
noting such changes.Supplier will not be in a reporting relationship to a UC employee who is a near relative,nor will a near relative be in a
decision making position with respect to Supplier.
ARTICLE 19—AUDIT REQUIREMENTS
The Agreement,and any pertinent records involving transactions relating to this Agreement,is subject to the examination and audit of the
Auditor General of the State of California or Comptroller General of the United States or designated Federal authority for a period of up to
five (5) years after final payment under the Agreement. UC, and if the underlying grant, cooperative agreement or federal contract so
provides,the other contracting Party or grantor(and if that be the United States or an instrumentality thereof,then the Comptroller General
of the United States) will have access to and the right to examine Supplier's pertinent books, documents, papers, and records involving
transactions and work related to the Agreement until the expiration of five (5) years after final payment under the Agreement. The
examination and audit will be confined to those matters connected with the performance of the Agreement, including the costs of
administering the Agreement.
ARTICLE 20—PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF INSTITUTIONAL INFORMATION
A. Prohibition on Access,Use and Disclosure of Institutional Information.Supplierwill not access,use or disclose Institutional Information,
other than to carry out the purposes for which UC disclosed the Institutional Information to Supplier,except as required by applicable
law, or as otherwise authorized in writing by UC prior to Supplier's disclosure. Supplier shall have the limited right to disclose
Institutional Information to Supplier's employees provided that: (i)Supplier shall disclose only such Institutional Information as is
necessary for the Supplier to perform its obligations under this Agreement, and (ii) Supplier informs such employees of the
obligations governing the access,use and disclosure of Institutional Information prior to Supplier's disclosure.Supplier shall be liable
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for any breach of this Agreement by its employees. For avoidance of doubt,this provision prohibits Supplier from using for its own
benefit Institutional Information and any information derived therefrom. For the avoidance of doubt, the sale of Institutional
Information is expressly prohibited.
B. Compliance with Applicable Laws and Industry Best Practices.Supplier agrees to comply with all applicable state,federal,and foreign
laws,as well as industry best practices,governing the collection,access,use,disclosure,safeguarding and destruction of Institutional
Information. Supplier agrees to protect the privacy and security of Institutional Information according to all applicable laws and
industry best practices,and no less rigorously than it protects its own information,but in no case less than reasonable care.
C. Confidential Institutional Information.Supplier agrees to hold UC's Confidential Institutional Information,and any information derived
therefrom,in strict confidence.Confidential Institutional Information shall be defined as any Institutional Information which is(i)marked
as "Confidential" at the time of disclosure; (ii) if disclosed orally, identified at the time of such oral disclosure as confidential, and
reduced to writing as"Confidential"within thirty(30)days of such oral disclosure;and(iii)if not marked as"Confidential,"information
that would be considered by a reasonable person in the relevant field to be confidential given its content and the circumstances of its
disclosure. Confidential Information will not be considered confidential to the extent that: (i) Supplier can demonstrate by written
records was known to Supplier prior to the effective date of the Agreement;(ii)is currently in,or in the future enters,the public domain
other than through a breach of the Agreement or through other acts or omissions of Supplier;(iii)is obtained lawfully from a third party;
or(iv) is disclosed under the California Public Records Act or legal process. For the avoidance of doubt, as applicable to Supplier's
Services, Confidential Institutional Information may include any information that identifies or is capable of identifying a specific
individual,including but not limited to:
1. Personally identifiable information,
2. Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996(HIPAA)and the HIPAA
regulations(including,but not limited to 45 C.F.R.§160.103),
3. Medical information as defined by California Civil Code§56.05,
4. Cardholder data,
5. Student records,or
6. Individual financial information that is subject to laws restricting the use and disclosure of such information,including but not
limited to:
a. Article 1,Section 1 of the California Constitution;the California Information Practices Act(Civil Code§1798 etseq.);
b. The federal Gramm-Leach-Bliley Act(15 U.S.C.§§6801(b)and 6805(b)(2));
c. The federal Family Educational Rights and Privacy Act(20 U.S.C.§1232g);
d. The federal Fair and Accurate Credit Transactions Act(15 U.S.C.§1601 etseq.);
e. The Fair Credit Reporting Act(15 U.S.C.§1681 etseq),and
f. Applicable international privacy laws,including,but not limited to the General Data Protection Regulation.
D. Supplier Confidential Information. UC may receive,or have access to,Supplier's information and materials that are confidential and
proprietary or should reasonably be considered confidential based on the subject matter or circumstances of disclosure. UC shall not,
and shall ensure that its agents,employees,officers and directors shall not,directly or indirectly disclose to anyone,except pursuant
to an order of a court of competent jurisdiction,or use or otherwise exploit for its own benefit,or for the benefit of anyone other than
Supplier, of any Confidential Information, which may include trade secrets,vendor or customer information, marketing or product
development plans,business plans,projections,financial information,pricing and cost information,business strategies,the terms or
existence of this Agreement, or any other competitive sensitive or proprietary information which is not generally known in the
industry, whether or not in written or tangible form. Notwithstanding the foregoing, Supplier Confidential Information must be
identified and disclosed pursuant to Article 20,Section C in order to be considered Supplier Confidential Information,and the parties
expressly agree that all non-public product and pricing information is considered Supplier Confidential Information.
E. Required Disclosures of Confidential Information.If either party,as a"Recipient"of confidential information,is required by a court of
competentjurisdiction oran administrative bodyto disclosethe other party's confidential information as the"Discloser"of Confidential
Information,,the Recipient will notify the Discloser in writing immediately upon receiving notice of such requirement and prior to any
such disclosure(unless the Recipient prohibited by law from doing so),to give the Discloser an opportunity to oppose or otherwise
respond to such disclosure.To the extent the Recipient still required to disclose Institutional Information, Recipient will furnish only
that portion that is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will
be afforded to any Confidential Institutional Information.
F. No Offshoring.Supplier's transmission,transportation or storage of Institutional Information outside the United States,or access of
Institutional Information from outside the United States,is prohibited except with prior written authorization by UC. Notwithstanding
the foregoing,Supplier may use offshore resources outside of the United States which perform certain back office and administrative
functions,including afterhours IT support
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G. Conflict in Terms.UC's Appendix—Data Security,Appendix—BAA,and/or Appendix GDPR will control in the event that one or more
appendices is incorporated into the Agreement and conflicts with the provisions of this Article.
Acknowledgement.Each party acknowledges that remedies at law would be inadequate to protect the discloser of Confidential Information
("Discloser")against any actual or threatened breach of this Section bythe recipient of Confidential Information("Recipient"),and,without
prejudice to any other rights and remedies otherwise available to Discloser,Recipient agrees to the granting of injunctive relief in Discloser's
favor without proof of actual damages.
ARTICLE 21—UC WHISTLEBLOWER POLICY
UC is committed to conducting its affairs in compliance with the law,and has established a process for reporting and investigating suspected
improper governmental activities.Please visit http://www.ucop.edu/uc-whistleblower/for more information.
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ARTICLE 22—SUSTAINABLE PROCUREMENT GUIDELINES
Supplier will conduct business using environmentally, socially, and economically sustainable products and services (defined as products
and services with a lesser or reduced effect on human health and the environment,and which generate benefits to the University as well
as to society and the economy, while remaining within the carrying capacity of the environment), to the maximum possible extent
consistent with the Agreement, and with the University of California Sustainable Practices Policy(https://poIicy.ucop.edu/doc/3100155)
and the University of California Sustainable Procurement Guidelines:
(https://www.ucop.edu/procurement-services/ files/sustainableprocurementguidelines.pdf).
In accordance with the University of California Sustainable Practices Policy, Supplier will adhere to the following requirements and
standards, as applicable. Supplier acknowledges that failure to comply with any of the sustainability standards and requirements in the
Agreement will constitute a material breach of the Agreement and UC will have the right to terminate the Agreement without damage,
penalty,cost or further obligation.
A. Sustainability Marketing Standards. Supplier sustainability related claims,where applicable, must meet UC recognized certifications
and standards set forth in the UC Sustainable Procurement Guidelines and/or meet the standards of Federal Trade Commission's(FTC)
Green Guides.
B. Electronic Transfer of Supplier Information.Suppliers,when interacting with the UC,shall be prohibited from providing hard copies of
presentations,marketing material,or other informational materials.Suppliers will be required to present all information in electronic
format that is easily transferable to UC staff. Materials may be provided in hard copy or physical format if specifically required or
requested by a UC representative.
C. Packaging Requirements.All packaging must be compliant with the Toxics in Packaging Prevention Act (AB 455) and must meet all
additional standards and requirements set forth in the UC Sustainable Practices Policy.In addition,UC requires that all packaging meet
at least one of the criteria listed below:
1. Uses bulk packaging;
2. Uses reusable packaging(e.g.totes reused by delivery service for next delivery);
3. Uses innovative packaging that reduces the weight of packaging,reduces packaging waste,or utilizes packaging that is a
component of the product;
4. Maximizes recycled content and/or meets or exceeds the minimum post-consumer content level for packaging in the U.S.
Environmental Protection Agency Comprehensive Procurement Guidelines;
5. Uses locally recyclable or certified compostable material.
D. Foodservice Foam Ban. As of 2018, the University no longer allows packaging foam or expanded polystyrene (EPS) for takeaway
containers or other food service items,in any University-owned or-operated food service facility.
E. Product Packaging Foam Ban. Beginning January 1st, 2020, the University will prohibit all contracted and non-contracted suppliers
from selling or distributing packaging foam (other than that utilized for laboratory supply or medical packaging) to UC campuses.
Packaging foam is defined as any open or closed cell,solidified, polymeric foam used for cushioning or packaging, including but not
limited to: low-density polyethylene foam, polypropylene foam, polystyrene foam (i.e. expanded polystyrene (EPS)), polyurethane
foam, polyethylene foam, polyvinyl chloride (PVC)foam, and microcellular foam. Not included in this ban are easily biodegradable,
plant-based foams such as those derived from corn or mushrooms.
F. E-Waste Recycling Requirements.All recyclers of UC electronic equipment must be e-Steward certified by the Basel Action Network
(BAN).
G. Hosted and Punch-out Catalog Requirements.Suppliers enabled with eProcurement hosted catalog functionality must clearly identify
products with UC-recognized certifications,as defined by the UC Sustainable Procurement Guidelines,in both hosted and punch-out
catalog e-procurement environments.
ARTICLE 23—PATIENT PROTECTION AND AFFORDABLE CARE ACT(PPACA)EMPLOYER SHARED RESPONSIBILITY
If the Services involve Supplier furnishing UC with temporary or supplementary staffing,Supplier warrants that:
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.
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B. If Supplier is not an Applicable Large Employer(as defined above):
1. Supplier offers group health coverage to its full-time employees who are performing Services for UC and such coverage is
considered Minimum Essential Coverage(as defined under Treasury Regulation Section 1-5000A-2)and is Affordable(as
defined under Treasury Regulation Section 54.4980H-5(e));or
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 compliance with the PPACA Employer Shared Responsibility
provision.
ARTICLE 24-Intentionally Omitted.
ARTICLE 25—FAIR WAGE/FAIR WORK
If the Agreement is for Services that will be performed at one or more UC Locations,does not solely involve furnishing Goods,and are not
subject to extramural awards containing sponsor-mandated terms and conditions,Supplier warrants that it is in compliance with applicable
federal,state and local working conditions requirements,including but not limited to those set forth in Articles 11, 12 and 14 herein,and
that Supplier pays its employees performing the Services no less than the UC Fair Wage. Supplier agrees UC may conduct such UC Fair
Wage/Fair Work interim compliance audits as UC reasonably requests,as determined in UC's sole discretion.Supplier agrees to post UC
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Fair Wage/Fair Work notices, in the form supplied by UC, in public areas(such as break rooms and lunch rooms)frequented by Supplier
employees who perform Services.
For Services rendered(actual spend)not subject to prevailing wage requirements in excess of$100,000 in a year(under the Agreement or
any combination of agreements for the same service), Supplier will (i) at Supplier's expense, provide an annual independent verification
(https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html) performed by a licensed public accounting
firm (independent accountant) or the Supplier's independent internal audit department (http://na.theiia.org/standards-
guidance/topics/Pages/Independence-and-Oblectivity.aspx) in compliance with UC's required verification standards and procedures
(https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html), concerning Supplier's compliance with this
provision,and(ii)ensure that in the case of a UC interim audit,its independent accountant/independent internal auditor makes available
to UC its UC Fair Wage/Fair Work work papers for the most recent verification period. Supplier agrees to provide UC with a UC Fair
Wage/Fair Work verification annually,in a form acceptable to UC,no later than ninety days after the end of the 12-month period in which
$100,000 in spend is reached.
The Fair Wage Fair Work annual independent verification requirement does not extend to contracts for professional services or consulting for
which pre-certification has been provided to UC(https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-
suppliers.html). Please see the UC Procurement/Supply Chain Management Policy BUS-43(https://www.ucop.edu/procurement-
services/policies-forms/business-and-finance/index.html)for the definition of professional services and consulting.
ARTICLE 26—MEDICAL DEVICES
This Article applies when the Goods and/or Services involve UC purchasing or leasing one or more medical devices from Supplier,or when
Supplier uses one or more medical devices in providing Goods and/or Services to UC.
Medical Device as used herein will have the meaning provided by the U.S.Food and Drug Administration("FDA")and means an instrument,
apparatus, implement, machine, contrivance, implant, in vitro reagent,or other similar or related article, including a component part,or
accessory which is: (i) recognized in the official National Formulary,or the United States Pharmacopoeia,or any supplement to them; (ii)
intended for use in the diagnosis of disease or other conditions,or in the cure,mitigation,treatment,or prevention of disease,in humans
or other animals,or(iii)intended to affect the structure or any function of the body of humans or other animals,and which does not achieve
any of its primary intended purposes through chemical action within or on the body of humans or other animals and which is not dependent
upon being metabolized for the achievement of any of its primary intended purposes.
Supplier warrants that prior to UC's purchase or lease of any Medical Device or Supplier's use of any Medical Device in providing Goods
and/or Services hereunder,Supplier will:(i)perform security testing and validation for each such Goods and/or Services or Medical Device,
as applicable;(ii)perform security scans to detect malware on any software embedded within any Goods and/or Services or Medical Device,
as applicable,in order to verify that the software does not contain any known malware;(iii)conduct a vulnerability scan encompassing all
ports and fuzz testing;and (iv) provide UC with reports for(i)—(iii).Supplier warrants that any Good or Medical Device is compliant with
FDA's most current guidance or regulation for the quality system related to the cybersecurity and the Management of Cybersecurity in
Medical Devices,and that Supplier will maintain compliance with any updates to such guidance orregulations.
Throughout Supplier's performance of this Agreement,Supplier will provide UC with reasonably up-to-date patches,firmware and security
updates for any Medical Device provided to UC,and any other Medical Device used in the course of providing Services,as applicable.All
such patches and other security updates will be made available to UC within thirty(30) days of its commercial release or as otherwise
recommended by Supplier or Supplier's sub-supplier,whichever is earlier.
Supplier warrants that all software and installation media not specifically required for any Medical Device used by Supplier or Goods and/or
Services delivered to UC under this Agreement as well as files,scripts, messaging services and data will be removed from all such Goods
and/or Services or Medical Device following installation,and that all hardware ports and drivers not required for use or operation of such
Goods and/or Services or Medical Device will be disabled at time of installation. In addition, Medical Devices must be configured so that
only Supplier-approved applications will run on such Medical Devices.
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Supplier agrees that UC may take any and all actions that it,in its sole discretion,deems necessary to address, mitigate and/or rectify any
real or potential security threat,and that no such action,to the extent such action does not compromise device certification,will impact,
limit,reduce or negate Supplier's warranties or any of Supplier's other obligations hereunder.
Supplier warrants that any Medical Device provided to UC,and any other Medical Device used in the course of providing such Goods and/or
Services, meet and comply with all cyber-security guidance and similar standards promulgated by the FDA and any other applicable
regulatory body.
If the Goods and/or Services entail provision or use of a Medical Device,Supplier will provide UC with a completed Manufacturer Disclosure
Statement for Medical Device Security(MDS2)form for each such Medical Device before UC is obligated to purchase or lease such Medical
Device or prior to Supplier's use of such device in its performance of Services. If Supplier provides an MDS2 form to UC concurrently with
its provision of Goods and/or Services, UC will have a reasonable period of time to review such MDS2 form, and if the MDS2 form is
unacceptable to UC,then UC in its sole discretion may return the Goods orterminate the Agreement with no further obligation to Supplier.
ARTICLE 27—EXTRAORDINARY CIRCUMSTANCES
The following provision applies for the duration of any Extraordinary Circumstance that may occur during the term of this Agreement
and overrides any other conflicting provisions of this Agreement.For purposes of this provision,"Extraordinary Circumstance"means
any of the following events if it causes an increase in the cost of supply of a product under this Agreement,or delays or results in a
reduction in volumes of a product,and such increase in cost,delay or reduction in volumes is outside of the reasonable control of
Medline,which includes:(a)acts of God;(b)flood,fire,earthquake,hurricane,tornado,volcanic eruption,tsunami,landslide,
explosion,epidemic,or pandemic,including a pandemic;(c)war,invasion,hostilities(whether war is declared or not),terrorist
threats or acts,riot or other civil unrest;(d)quarantine,embargo,tariff,blockade,or any other action or order by a governmental
authority,including change or proposed change of laws or regulations,or declaration of a state of emergency;(e)strikes,labor
stoppages or slowdowns,or other industrial disturbances;(f)disruption in the supply of adequate power,fuel,materials,
components,or communications or transportation facilities,or other commercial impracticability(e.g.,because performance is
medically inadvisable for those persons involved);or(g)global shortages in product supply caused by(a)-(f)above or other
occurrences.If an Extraordinary Circumstance occurs,then Supplier may,at its option and with written notice to UC,take any or all of
the following actions:
A. Increase the pricing for the product(s)impacted by the Extraordinary Circumstance for all orders that are received or to be fulfilled
during the period of the Extraordinary Circumstance to account for increased costs incurred by Supplier attributable to the
Extraordinary Circumstance.After receipt of Supplier's notice of the applicable price increase,UC will have five(5)business days to
terminate any pending orders for the products that are the subject of Medline's notice.
B. Allocate available quantities of the product(s)impacted by the Extraordinary Circumstance among Supplier's customers,which may
involve reducing the size of CUC's pending orders.
C. Adjust delivery arrangements and timelines for pending orders for product(s)impacted by the Extraordinary Circumstance to the
extent necessary as determined by Supplier acting reasonably.
D. Reject pending or new orders for the product(s)impacted by the Extraordinary Circumstance
E. The delay or failure in performance or interruption of service must be without the fault or negligence of the Party claiming excusable
delay and the Party claiming excusable delay must promptly notify the other Party of such delay.Performance time under this
Agreement shall be considered extended for a period of time equivalent to the time lost because of the force majeure occurrence;
provided,however,that if any such delay continues for a period of more than thirty(30)days,UC shall have the option of terminating
this Agreement upon written notice to Supplier.
ARTICLE 28—ASSIGNMENT AND SUBCONTRACTING
Except as to any payment due hereunder,Supplier may not assign or subcontract the Agreement without UC's written consent,which will
not be unreasonably withheld. In case such consent is given, the assignee or subcontractor will be subject to all of the terms of the
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Agreement.This prohibition of assignment and delegation extends to all assignments and delegations that lawfully may be prohibited by
Agreement; provided, however,Supplier may assign its rights,interest,and obligations hereunder to(a)any successor to Supplier or any
acquirer of a material portion of the business or assets of Supplier or(b)one or more entities directly or indirectly controlling,controlled
by,or under common control with Medline..
ARTICLE 29—NO THIRD-PARTY RIGHTS
Nothing in the Agreement,express or implied,is intended to make any person or entity that is not a signer to the Agreement a third-party
beneficiary of any right created by this Agreement or by operation of law.
ARTICLE 30—OTHER APPLICABLE LAWS
Any provision required to be included in a contract of this type by any applicable and valid federal, state or local law, ordinance, rule or
regulations will be deemed to be incorporated herein.
ARTICLE 31—NOTICES
A Party must send any notice required to be given under the Agreement by overnight delivery or by certified mail with return receipt
requested,to the other Party's representative at the address specified by such Party.
ARTICLE 32—SEVERABILITY
If a provision of the Agreement becomes,or is determined to be,illegal, invalid,or unenforceable,that will not affect the legality,validity
or enforceability of any other provision of the Agreement or of any portion of the invalidated provision that remains legal, valid, or
enforceable.
ARTICLE 33—WAIVER
Waiver or non-enforcement by either Party of a provision of the Agreement will not constitute a waiver or non-enforcement of any other
provision or of any subsequent breach of the same or similar provision.
ARTICLE 34—AMENDMENTS
The Parties may make changes in the Goods and/or Services or otherwise amend the Agreement, but only by a writing signed by both
Parties'authorized representatives.In the event there is a Material Change to the Agreement,the parties agree to meet and confer in good
faith in order to modify the terms of the Agreement.A Material Change as used herein refers to:
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A. A change to the scope of Goods and/or Services to be provided by Supplier,as agreed to by UC;
B. A change in the Institutional Information Supplier is required to create,receive,maintain or transmit in performance of the Agreement,
such that the Protection Level Classification of such Institutional Information changes;
C. Changes in the status of the parties;
D. Changes in flow down terms from external parties;and
E. Changes in law or regulation applicable to this Agreement.
Each party shall notify the other party upon the occurrence of a Material Change.
ARTICLE 35—GOVERNING LAW AND VENUE
California law will control the Agreement and any document to which it is appended.The exclusive jurisdiction and venue for any and all
actions arising out of or brought under the Agreement is in a state court of competent jurisdiction,situated in the county in the State of
California in which the UC Location is located or,where the procurement covers more than one UC Location,the exclusive venue is Alameda
County,California.
ARTICLE 36—ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS
Supplier will make itself and its employees,subcontractors, or agents assisting Supplier in the performance of its obligations reasonably
available to UC at no cost to UC to testify as witnesses,or otherwise,in the event of investigations,or proceedings against UC,its directors,
officers,agents,or employees relating to the Goods or Services provided by the Supplier,and such investigation or proceeding is due to
Supplier's breach of this Agreement.
ARTICLE 37—SUPPLIER TERMS
Any additional terms that Supplier includes in an order form or similar document will be of no force and effect,unless UC expressly agrees
in writing to such terms.
ARTICLE 38—SURVIVAL CLAUSE
Upon expiration or termination of the Agreement, the following provisions will survive: WARRANTIES; INTELLECTUAL PROPERTY,
COPYRIGHT,PATENTS,AND DATA RIGHTS;INDEMNITY AND LIABILITY;USE OF UC NAM ES AND TRADEMARKS;LIABILITY FOR UC-FURNISHED
PROPERTY;COOPERATION;TERMS APPLICABLE TO THE FURNISHING OF GOODS;AUDIT REQUIREMENTS;PROHIBITION ON UNAUTHORIZED
USE OR DISCLOSURE OF INSTITUTIONAL INFORMATION;GOVERNING LAW AND VENUE,and,to the extent incorporated into the Agreement,
the terms of the APPENDIX—DATA SECURITY,APPENDIX—BAA,and/or APPENDIX-GDPR.
ARTICLE 39—CONTRACTING FOR COVERED SERVICES
Covered Services, for the purpose of this Agreement, are defined as work customarily performed by bargaining unit employees at the
University in the categories of services described in Regents Policy 5402, and American Federation of State, County, and Municipal
Employees(AFSCME)Collective Bargaining Agreement Article 5.Covered Services include,but are not necessarily limited to,the following
services:cleaning,custodial,janitorial,or housekeeping services;food services; laundry services;grounds keeping; building maintenance
(excluding skilled crafts);transportation and parking services;and security services.
Unless UC notifies Supplier that the Services are not Covered Services,Supplier warrants that it is in compliance with applicable federal,
state and local working conditions requirements, including but not limited to those set forth in in other Articles of the Agreement. In
accordance with Regents Policy 5402 and AFSCME Collective Bargaining Agreement Article 5, Supplier also warrants that it pays its
employees performing the Covered Services at UC locations the equivalent value of the wages and benefits—as determined in the Wage
and Benefit Parity Appendix—received by UC employees providing similar services at the same,or nearest UC location.
Supplier agrees UC may conduct such compliance audits as UC reasonably requests,and determined at UC's sole discretion.Supplier agrees
to post UC Contracting for Covered Services notices, in the template supplied by UC, in a prominent and accessible place (such as break
rooms and lunch rooms)where it may be easily seen by workers who perform Covered Services.The term"Supplier"includes Supplier and
its Sub-Suppliers at any tier.Supplier also agrees to:
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(a) upon UC's request,provide verification of an independent audit performed by Supplier's independent auditor or independent
internal audit department(http://na.theiia.org/standards-guidance/topics/Pages/Independence-and-Ob'ectivitV.aspx)and at
Supplier's expense;and
(b) ensure that,in the case of a UC interim audit,Supplier's auditor makes available to UC its Contracting for Covered Services work
papers for the most recently audited time period.Supplier agrees to provide UC requested verification,in a form acceptable to
UC,no later than ninety days after receiving UC's request.
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y't UNIVERSITY
OF
., a•.: CALIFORNIA
Appendix B — Electronic Commerce
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 multiple service
providers. Eight of the ten UC campuses utilize the same platform but may require separate implementations,as will
the remaining campuses and/or Medical Centers.This Appendix sets forth the terms and conditions that will govern
Supplier's sale of Goods and/or Services through UC's e Procurement 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 Locations 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 Location's eProcurement system to
Supplier Site.
Supplier Mark means Supplier's name,trade name and/or trademarks,service mark,or any derivation thereof.
Supplier Site means an internet site operated and maintained by Supplier that has been made subject to this
Appendix.
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, subject to
the terms of this agreement. Supplier will be responsible for any cost of operation or dispute with regard to its
interface with UC's eProcurement systems.
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SECTION 4—e-PROCUREMENT SYSTEM RESPONSIBILITIES;MAINTENANCE OF CATALOG(S); LICENSE
(a) e-Procurement System Responsibilities.
Except as otherwise set forth herein,each party will be responsible,at its own expense,for:(i)developing,operating
and maintaining its relevant system(s); (ii)acquiring and maintaining its server hardware and software(or obtaining
third-party hosting services)for its relevant system(s);and(iii) maintaining Internet connectivity.
The supplier will enable its catalog with any UC location that requests one,as long as it is not out of the scope of the
terms of the agreement or this appendix. The parties agree to electronically link the functionality of their respective
systems, using commercially reasonable efforts.
Purchase Order and Invoice/Credit Memo Data will be transmitted between the systems according to the
appropriate method for each University location, cXML, xCBL or EDI standards being preferred. Other methods of
PO or Invoice/Credit Memo transmission will only be allowed at the discretion of each University location.
A supplier's Punch-out site (if applicable) will permit: (a) Users to access the Supplier Site when a User selects the
Punch-out Catalog; (b)Supplier site to send back user selected items to Location's eProcurement system;(c) User to
create an Order through the Location's eProcurement system; and (d) UC eProcurement systems to forward an
Order to Supplier for confirmation and Order processing along with Order status inquiry.
Supplier must be able to accommodate orders and invoices for multiple UC locations sharing a single eProcurement
platform. Supplier must be able to identify the Punch-out session and transmitted PO as being from the individual
locations. If providing a Punch-out catalog,Supplier must be able to accommodate multiple UC locations on a single
platform using a single Punch-out site, unless requested otherwise by UC.
(b) Maintenance of Hosted and Punch-out Catalogs.
Supplier will provide its Catalog(s) to UC in a file format that will interface seamlessly with UC's eProcurement
systems.These Catalog files will be in compliance with each UC Location's eProcurement system.
UC makes no guarantee of a Go Live Schedule for establishment of a new catalog Systemwide,as each Location is a
separate enablement and subject to resource availability. Timelines will be estimated and adjusted by UC as needed
for concurrent implementations.
For Hosted Catalogs, Supplier must provide UC with updated versions of the Catalog file with, at a minimum, full
descriptions and images that Supplier currently utilizes for items offered in its proprietary websites and Punch-out
Catalogs.The parties will update each other regarding eCommerce specifications as needed from time to time.
Supplier must notify UC's Contract Administrator at least three(3)weeks in advance of the proposed Go Live Date if
it will be requesting additions,deletions, or modifications to the Catalogs. After such advance notification,Supplier
must provide UC with Catalog files containing the requested additions,deletions,or modifications with no less than
the lead time specified in Section 10 of this appendix. In addition,for price file updates with a mutually agreed upon
activation of January 1,Supplier must submit proposed files at least five (5)weeks prior to the first working day in
January. Upon UC's approval of the new Catalog file, UC and Supplier will confirm the Go Live Date; the updated
version of the Catalog file will be made effective on that Go Live date.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 acceptable 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.Supplier must notify UC in advance when substituting items,changing SKU numbers or changing the number
of items in a package in any Catalog.
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Content in Supplier catalog is limited to the categories specified in this agreement,with additional categories allowed
at UC's discretion.Supplier agrees that UC may block Catalog items at the category and/or SKU level.
The University will require Supplier to clearly identify products as Hazardous Materials, Radioactive,and Controlled
Substances in the Supplier's catalog,whether Hosted or Punch-out. For Punch-out the identifier will be returned to
the cart of the Location's eProcurement system, in a manner/field acceptable to the Location.
The University will require Supplier to clearly identify products with UC-recognized sustainability/green certifications
in both hosted and Punch-out catalogs. UC's Contract Administrator will work with Supplier to ensure that contract
items that meet the UC criteria for Green/Sustainable products will be prioritized in all product searches. Products
that do not meet UC's minimum criteria requirements may be blocked in all hosted catalogs and Punch-out catalogs
at UC's discretion.
Supplier is responsible for providing UC with Catalogs that contain accurate pricing and data in accordance with the
Agreement. If UC determines there are errors in the pricing or data attributes of a Catalog, UC will notify Supplier of
those errors in writing and reject the Catalog.Supplier will have no more than ten (10) business days to review and
correct the errors.
(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 ofSupplier.
(d)Accessibility Requirements.
Supplier agrees that Supplier will make available Goods/Services accessible to people with disabilities and conform
to the technical requirements of the relevant Revised Standards of Section 508 of the federal Rehabilitation Act. In
addition,Supplier warrants that:
i. Any catalog content provided to UC will comply with the accessibility requirements of WCAG 2.OAA.
ii. Supplier will promptly respond to and resolve any complaint regarding accessibility of any catalog
content provided to UC.
SECTION 5—USER SUPPORT
(a) UC Duties. Each UC Location will provide its Users with initial contact and system support assistance on all
functionality and use issues for eProcurement (including links to the Supplier Site). When known, UC will promptly
notify Supplier of any such issues relating to the Catalog,the Supplier Site,and/or other Supplier materials/systems.
(b)Supplier Duties.Supplier will provide all customer support relating to the Catalog,Supplier Goods and/or Services,
Invoicing/Payment/Credits, and Supplier Sites in a manner consistent with the customer support that Supplier
provides to other customers,and at least as good as the customer support that Supplier provides to customers who
are purchasing through any other means.
SECTION 6—PROPRIETARY RIGHTS
UC's Terms and Conditions of Purchase contains provisions regarding the parties' rights and responsibilities with
respect to intellectual property relating to the Goods and Services. Without altering those provisions, the parties
additionally agree as follows: UC may require Supplier to"brand"Supplier's Punch-out Catalog with one or more UC
Marks. If UC requires Supplier to utilize one or more UC Marks on Supplier's Punch-out Catalog, UC will provide the
appropriate artwork and such artwork will be deemed to have been provided with a limited,non-exclusive,non-sub-
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licensable right for Supplier to use it solely for the purpose of a UC-branded Punch-out Catalog hosted by Supplier
and subject to the following terms:
(i) 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 use UC Marks except as permitted by this Appendix. Upon termination of
this Appendix or the Agreement, all rights to UC Marks conveyed by UC to Supplier will cease and Supplier will
destroy or return to UC all media with UC Marks. UC specifically reserves any and all rights to UC Marks not
specifically granted to Supplier.
Supplier grants to UC the right to use Supplier's trademarks, logos,trade names,and service marks for the purpose
of promoting UC 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 permitted by this Appendix. UC will
include all notices and legends with respect to Supplier trademarks,trade names,or copyrights as may be required
by applicable trademark and 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.
(ii) The licenses granted in the previous paragraphs regarding UC Marks and Supplier Marks are subject to
the ongoing approval of the party owning the respective trademarks,logos,trade names,or copyrights.
Such ongoing approval includes the ability to terminate—at any time, for any reason, and in the sole
discretion of the owner of the respective trademarks,logos,trade names,or copyrights—the trademark
licenses provided in the preceding paragraphs for any particular trademark, logo, trade name, or
copyrighted work without necessarily terminating this Appendix. Each party agrees not to take any
action that will adversely reflect upon or damage the goodwill, reputation, or the brand value of the
other party. Each party further agrees not to take any action that is inconsistent with the other party's
ownership of the respective trademarks, trade names, or copyrights. At all times (including following
termination of the Agreement),Supplier agrees to comply with Section 92000 of California's Education
Code.
(a) Grant of License. Supplier hereby grants UC a non-exclusive, royalty-free: (i) license to use, copy,transmit, and
display the Catalog, any information contained therein and the Supplier Marks for the purposes of permitting
Customers to access information about and order Supplier Goods and/or Services from a Catalog and (ii) if Supplier
is using a Punch-out Catalog,right to link to and access the Punch-out Catalog on the Supplier Site,for the purposes
of permitting Customers to access the Supplier Website and permitting Customers to order Supplier Goods and/or
Services.
(b) Modifications. UC will not modify or remove any of the proprietary rights markings in the Catalog. UC will not
modify the content of the Catalog, except as indicated by Supplier, but may require Supplier to make and submit
modifications if required as part of this agreement. However, for hosted catalogs, UC reserves the right to attach
flags to catalog items as an aid to shoppers in selecting preferred items,such as green or recycled. UC will not make
any representations or warranties, or provide any information, to any third party regarding any Supplier Goods
and/or Services (including, but not limited to, any representations or warranties of any information regarding
availability,delivery,pricing,characteristics,qualifications or specifications thereof). If UC believes in good faith that
any Supplier information does not conform to the requirements of the associated UC Agreement or this Appendix,
UC will be entitled to withdraw the Catalog from UC eProcurement sites. In such a case, UC will promptly notify the
Supplier of the actions it has taken and will work with the Supplier promptly to resolve UC's concerns.When UC's
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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 all Intellectual Property Rights associated with UC eProcurement sites, including any
modifications, updates, enhancements or upgrades to any of the foregoing,as well as any Order Data generated or
collected on such site (collectively,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.Supplier will not copy
or reproduce any third-party copyrighted or trademarked materials, which appear on or are otherwise associated
with any UC eProcurement site without UC's prior written consent.
SECTION 7—MULTIPLE SUPPLIERS
Supplier acknowledges that all 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
In addition to the provisions of Section 4,Section 10 provisions will govern the Catalogs. If the provisions of Sections
4 and 10 conflict,Section 10 will govern.
Type(s) of Catalog(s): At UC's campus discretion and with Medline approval Supplier is allowed to implement both
hosted and/or Punchout catalog in the UC eProcurement systems. Supplier will be required to comply with UC
Location e-commerce requirements on a location by location basis,which includes the decision to move forward with
Punch-out or Hosted. Any deviation from the type(s) specified herein must first be agreed upon by UC's Contract
Administrator.
Annual Number of Catalogs:Supplier is allowed to submit no more than four catalogs per calendar year,with changes
as follows:
• Content Additions, Deletions and Other Non-pricing Edits:quarterly
• Price Changes:annually on Medline Brand with the exception of extraordinary circumstances upon UC's
approval.
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Page 45 of 146
o Allowable level of price change($/%)will be in accordance with the terms of thisagreement.
o If a price file includes both content and pricing changes, it will count toward the pricing allocation.
Lead time:Supplier must submit the catalog price file 20 working days prior to the planned go-live date. (Exception
—for January 1 updates to enabled catalogs,Supplier must submit the price file no later than 5 weeks prior,as
specified in section 4.)
• Number of catalog/price file versions to be supported for this agreement: 1
• Categories allowed within Catalog:
1. Ambulatory Products;
2. Apparel and Textiles;
3. Bath Safety;
4. Beds, Equipment and Accessories;
5. Diagnostic Equipment;
6. Dietary Supplements;
7. Surgical or Examination Gloves;
8. Housekeeping Supplies;
9. Incontinent Care;
10. Infusion/IV Supplies;
11. Laboratory Supplies;
12. Medications(Over the Counter);
13. Medical Waste Disposal Supplies;
14. Needles and Syringes;
15. Ostomy and Urology Products;
16. Personal Care Products;
17. Respiratory Care;
18. Wound Care;
19. Rental of Equipment; and
20. Associated Services such as"kitting," product management, product optimization, inventory control,
inventory management,etc.
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PROCUREMENT AGREEMENT NUMBER P-25-605
Z`TY.oF. UNIVERSITY Medline Industries LP Attachment"A"
Page 46 of 146
_ OF
CALIFORNIA
Appendix C
Federal Government Contracts Special Terms and Conditions
(Non-Commercial Items or Services)
As applicable, this paragraph and the clauses identified below from the Federal Acquisition Regulations ("FAR"), the
Department of Defense ("DOD") FAR Supplement ("DFARS"), and the National Aeronautics and Space Administration
("NASA") FAR Supplement ("NFS") are incorporated herein by reference to the subcontract ("Subcontract") or purchase
contract ("Order") to which this Appendix is attached. The date of the prime award determines the date of the clauses that
are applicable. For purposes of this Subcontract/Order in the following clauses, the term "contract" shall mean "this
Subcontract/Order"; the term "Contractor" shall mean "Subcontractor/"Seller"; and the terms "Government" and
"Contracting Officer" shall mean "University" (except with respect to FAR clauses 52.215-2, 52.227-2, 52.227-11, and
52.227-14, DFARS clauses 252.227-7013 and 252.227-7037, and NFS clauses 1852.227-14 and 1852.227-70, in which
cases "Government" means "United States Government").
THE FOLLOWING PROVISIONS OF THE FAR APPLY have routine physical access to a federally-controlled
REGARDLESS OF THE AMOUNT OF THIS facility or information system).
SUBCONTRACT/ORDER:
FAR 52.209-6 Protecting the Government's Interest
FAR 203-3 Gratuities (Applies to Subcontracts/Orders When Subcontracting with Contractors Debarred,
under prime contracts with executive agencies. The Suspended, or Proposed for Debarment.
coverage regarding exemplary damages applies only to
Subcontracts/Orders under DOD prime contracts). FAR 52.211-5 Material Requirements (Applies to
Subcontracts/Orders for supplies).
FAR 52.203-5 Covenant against Contingent Fees.
FAR 52.211-15 Defense Priority and Allocation
FAR 52.203-6 Restrictions on Subcontractor Sales to the Requirements (Applies to Subcontracts/Orders when the
Government. prime contract is a rated order).
FAR 52.203-7 Anti-Kickback Procedures (Excluding FAR 52.215-2 Audit and Records --Negotiation (Applies
subparagraph (c)(1) of the clause). to negotiated cost-reimbursement, incentive, time and
materials, labor hours, or price determination
FAR 203-10 Price or Fee Adjustment for Illegal or Subcontracts/Orders or when Subcontractor/Seller is
Improper Activity. required to furnish certified cost or pricing data, or cost,
funding or performance reports).
FAR 52.203-11 Certification and Disclosure Regarding
Payments to Influence Certain Federal Transactions. FAR 52.216-7 Allowable Cost and Payment (Applies to
cost-reimbursement or time and materials
FAR 52.203-12 Limitation on Payments to Influence Subcontract/Orders. For time and materials
Certain Federal Transactions. Subcontract/Orders, applies to the material portion of the
work).
FAR 52.203-14 Display of Hotline Poster(s) (Applies to
this Subcontract/Order if performance is within the U.S. FAR 52.216-8 Fixed-Fee (Applies to cost plus fixed-fee
and its outlying areas). Subcontracts/Orders, excluding construction).
FAR 52.203-17 Contractor Employee Whistleblower FAR 52.216-10 Incentive Fee (Applies to cost plus
Rights and Requirement to Inform Employees of incentive fee Subcontracts/Orders).
Whistleblower Rights.
FAR 52.216-11 Cost Contract— No Fee (Applies to cost
FAR 52.204-2 Security Requirements (Applies if this —no fee Subcontracts/Orders, excluding cost sharing
Subcontract/Order involves access to classified Subcontracts/Orders).
information, unless the conditions in FAR 4.404(d)
apply). FAR 52.216-12 Cost Sharing Contract— No Fee (Applies
to cost sharing— no fee Subcontracts/Orders).
FAR 52.204-9 Personal Identity Verification of
Contractor Personnel (Applies if Subcontractor/Seller will FAR 52.222-4 Contract Work Hours and Safety
Standards Act—Overtime Compensation (Applies if this
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Subcontract/Order requires or involves the employment FAR 52.225-8 Duty-Free Entry(Applies to
of laborers and mechanics, unless any of the exceptions Subcontracts/Orders for supplies that will be imported
in FAR 22.305 apply). into the Customs Territory of the U.S.).
FAR 52.222-21 Prohibition of Segregated Facilities. FAR 52.225-13 Restrictions on Certain Foreign
Purchases.
FAR 52.222-22 Previous Contracts and Compliance
Reports. FAR 52.227-9 Refund of Royalties (Applies to negotiated
fixed-price Subcontracts/Orders when royalties may be
FAR 52.222-37 Employment Reports on Veterans. paid).
FAR 52.223-3 Hazardous Material Identification and FAR 52.227-10 Filing of Patent Applications—Classified
Material Safety Data (Applies if this Subcontract/Order Subject Matter(Applies if the work under this
involves hazardous material). Subcontract/Order or any patent application may cover
classified subject matter).
FAR 52.223-5 Pollution Prevention and Right-to-Know
Information (Applies to Subcontracts/Orders where work FAR 52.227-11 Patent Rights - Ownership by the
is performed at a federal government facility). Contractor(Applies to Subcontractors/Sellers who are
classified as small business concerns or domestic non-
FAR 52.223-6 Drug-Free Workplace (Applies to profit organizations and if this Subcontract/Order is for
Subcontracts/Orders that are performed within the U.S. experimental, development or research work).
and its outlying areas).
FAR 52.227-13 Patent Rights - Ownership by the
FAR 52.223-7 Notice of Radioactive Materials (Applies Government (Applies if Subcontractor/Seller is not
to Subcontracts/Orders for supplies which are or contain located in U.S. or agency head makes "exceptional
covered radioactive material). circumstances"determination).
FAR 52.223-10 Waste Reduction Program (Applies to FAR 52.227-14 Rights in Data - General (With Alternate
Subcontracts/Orders that require operation of a IV if Subcontractor/Seller is an educational institution.
government facility or support services on a government Does not apply to Subcontracts/Orders under DOD
facility). prime contracts if DFARS 252.227-7013 applies).
FAR 52.223-11 Ozone-Depleting Substances (Applies if FAR 52.229-3 Federal, State and Local Taxes (Applies
the work under this Subcontract/Order was to fixed-price Subcontracts/Orders that are performed
manufactured with or contains ozone-depleting within the U.S. and its outlying areas, unless the
substances and was performed within the U.S. and its conditions in FAR 29.401-3(b)apply).
outlying areas).
FAR 52.232-1 Payments (Applies to fixed-price
FAR 52.223-18 Encouraging Contractor Policies to Ban Subcontracts/Orders for supplies or services).
Text Messaging While Driving.
FAR 52.232-7 Payments under Time and Materials and
FAR 52.224-1 Privacy Act Notification (Applies if this Labor Hour Contracts (Applies to time and materials and
Subcontract/Order requires the design, development or labor hour Subcontracts/Orders).
operation of a system of records on individuals required
to accomplish an agency function). FAR 52.232-20 Limitation of Cost (Applies if this is a fully
funded cost-reimbursement Subcontract/Order).
FAR 52.224-2 Privacy Act (Applies if this
Subcontract/Order requires the design, development or FAR 52.232-22 Limitation of Funds (Applies if this is an
operation of a system of records on individuals required incrementally funded cost-reimbursement
to accomplish an agency function). Subcontract/Order).
FAR 52.225-1 Buy America Act—Supplies (Applies if the FAR 52.232-40 Providing Accelerated Payments to
work under this Subcontract/Order contains other than Small Business Subcontractors (Applies if
domestic components and exceeds the micro-purchase Subcontractor/Seller is a small business concern and the
threshold but does not exceed $25,000). clause is contained in the prime contract).
FAR 52.237-2 Protection of Government Buildings,
Equipment and Vegetation (Applies to this
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Subcontract/Order if work is performed on a government FAR 52.215-22 Limitations on Pass-Through Charges—
installation, excluding construction). Identification of Subcontract Effort(Applies if FAR
52.215-23 or 52.215-23 Alternate I apply to this
FAR 52.242-15 Stop-Work Order(Applies to Subcontract/Order).
Subcontracts/Orders for supplies, services, research and
development). FAR 52.215-23 Limitation on Pass-Through Charges
(Applies if this is a cost-reimbursement
FAR 52.245-1 Government Property (Applies to Subcontract/Order in excess of the simplified acquisition
Subcontracts/Orders that meet the requirements of FAR threshold. If this is a Subcontract/Order under a DOD
45.107(a)). prime contract, then this clause applies to cost-
reimbursement and fixed-price Subcontracts/Orders that
FAR 52.247-63 Preference for U.S.—Flag Air Carriers exceed $750,000, except those types listed in FAR
(Applies if this Subcontract/Order involves international 15.408(n)(2)(i)(B)(2)).
air transportation).
FAR 52.222-2 Payment for Overtime Premiums (Applies
FAR 52.247-67 Submission of Transportation to cost-reimbursement Subcontracts/Orders, unless the
Documents for Audit(Applies to cost-reimbursement conditions in FAR 22.103-5(b)apply).
Subcontract/Orders where transportation will be
reimbursed as a direct charge). FAR 52.222-17 Nondisplacement of Qualified Workers
(Applies to Subcontracts/Orders when services are to be
THE FOLLOWING PROVISIONS OF THE FAR ALSO performed: (1) under service prime contracts; (2)that
APPLY IF THE AMOUNT OF THIS succeed Subcontracts/Orders for performance of the
SUBCONTRACT/ORDER EXCEEDS $25,000: same or similar work at the same location; and (3)that
are not exempted by FAR 22.1203-2 or waived in
accordance with FAR 22.1203-3).
FAR 52.225-3 Buy American Act— Free Trade
Agreements— Israeli Trade Act(Applies to FAR 52.222-40 Notification of Employee Rights under
Subcontracts/Orders for supplies or services involving the National Labor Relations Act (Applies to
the furnishing of supplies, excluding information Subcontracts/Orders that are preformed within the U.S.
technology supplies, for use within the U.S. that exceed and its outlying areas, unless exempted by the Secretary
$25,000 but do not exceed $191,000). of Labor).
THE FOLLOWING PROVISIONS OF THE FAR ALSO FAR 52.227-1 Authorization and Consent(Applies to this
APPLY IF THE AMOUNT OF THIS Subcontract/Order only if the prime contract contains this
SUBCONTRACT/ORDER EXCEEDS $30,000: clause).
FAR 52.204-10 Reporting Executive Compensation and FAR 52.227-2 Notice and Assistance Regarding Patent
First-Tier Subcontract Awards (Applies to first-tier and Copyright Infringement (Applies to this
Subcontractors/Sellers that meet the thresholds Subcontract/Order if FAR 52.227-1 applies).
specified in subparagraphs (d)(3)and (g)(2) of the
clause). FAR 52.227-3 Patent Indemnity, Alternate I (Applies to
Subcontracts/Orders for noncommercial items when
THE FOLLOWING PROVISIONS OF THE FAR ALSO delivery of commercial items may occur).
APPLY IF THE AMOUNT OF THIS
SUBCONTRACT/ORDER EXCEEDS THE SIMPLIFIED FAR 52.242-13 Bankruptcy.
ACQUISITION THRESHOLD, CURRENTLY$150,000:
FAR 52.244-5 Competition in Subcontracting (Applies to
FAR 52.203-16 Preventing Personal Conflicts of Interest Subcontracts/Orders, unless the conditions at FAR
(Applies to Subcontracts/Orders that require services 44.204(c) apply).
that involve performance of acquisition functions closely
associated with inherently governmental functions for, or THE FOLLOWING PROVISIONS OF THE FAR ALSO
on behalf of, a Federal agency or department). APPLY IF THE AMOUNT OF THIS
SUBCONTRACT/ORDER EXCEEDS $191,000:
FAR 52.209-5 Certification Regarding Responsibility
Matters. FAR 52.225-5 Trade Agreements (Applies to
Subcontracts/Orders for supplies or services involving
FAR 52.215-14 Integrity of Unit Prices. the furnishing of supplies, excluding information
technology supplies, for use within the U.S. that are
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subject to the WTO GPA or are exempt from the Buy
American Act). FAR 52.215-16 Facilities Capital Cost of Money(Applies
if this Subcontract/Order is subject to the Cost Principles
THE FOLLOWING PROVISIONS OF THE FAR ALSO at FAR Subpart 31.2 and Subcontractor/Seller proposed
APPLY IF THE AMOUNT OF THIS facilities capital cost of money in its offer).
SUBCONTRACT/ORDER EXCEEDS $700,000:
FAR 52.215-17 Waiver of Facilities Capital Cost of
FAR 52.219-9 Small Business Subcontracting Plan Money(Applies if this Subcontract/Order is subject to the
(Applies to Subcontracts/Orders that involve Cost Principles at FAR Subpart 31.2 and
subcontracting possibilities and when FAR 52.219-9 Subcontractor/Seller did not propose facilities capital
applies. Does not apply to small business concerns). cost of money in its offer).
THE FOLLOWING PROVISIONS OF THE FAR ALSO FAR 52.215-18 Reversion or Adjustment of Plans for
APPLY IF THE AMOUNT OF THIS Postretirement Benefits (PRB) Other Than Pensions
SUBCONTRACT/ORDER EXCEEDS $750,000: (Applies if Subcontractor/Seller is required to furnish
certified cost or pricing data or when any pre-award or
FAR 52.214-26 Audit and Records—Sealed Bidding post-award cost determinations will be subject to FAR
(Applies if Subcontractor/Seller is required to furnish Part 31).
certified cost or pricing data and when the
Subcontract/Order was awarded as a result of sealed FAR 52.215-19 Notification of Ownership Changes
bidding). (Applies if Subcontractor/Seller is required to furnish
certified cost or pricing data or when any pre-award or
FAR 52.214-27 Price Reduction for Defective Certified post-award cost determinations will be subject to FAR
Cost or Pricing Data— Modifications—Sealed Bidding Part 31).
(Applies if Subcontractor/Seller is required to furnish
certified cost or pricing data and when the FAR 52.215-20 Requirements for Cost or Pricing Data or
Subcontract/Order was awarded as a result of sealed Information Other Than Cost or Pricing Data (Applies if
bidding). Subcontractor/Seller is required to furnish certified cost
or pricing data or other than certified cost or pricing
FAR 52.214-28 Subcontractor Certified Cost or Pricing data).
Data— Modifications—Sealed Bidding (Applies if
Subcontractor/Seller is required to furnish certified cost FAR 52.215-21 Requirements for Certified Cost or
or pricing data and when the Subcontract/Order was Pricing Data or Data Other Than Certified Cost or Pricing
awarded as a result of sealed bidding). Data— Modifications (Applies if Subcontractor/Seller is
required to furnish certified cost or pricing data or other
FAR 52.215-10 Price Reduction for Defective Certified than certified cost or pricing data).
Cost or Pricing Data (Applies if Subcontractor/Seller is
required to furnish certified cost or pricing data and for FAR 52.230-2 Cost Accounting Standards (Applies to
negotiated Subcontracts/Orders). Subcontracts/Orders covered by the Cost Accounting
Standards, unless exempt).
FAR 52.215-11 Price Reduction for Defective Certified
Cost or Pricing Data— Modifications (Applies if FAR 52.230-3 Disclosure and Consistency of Cost
Subcontractor/Seller is required to furnish certified cost Accounting Practices (Applies to Subcontracts/Orders
or pricing data and for negotiated Subcontracts/Orders). covered by the Cost Accounting Standards, unless
exempt).
FAR 52.215-12 Subcontractor Certified Cost or Pricing
Data (Applies to this Subcontract/Order if FAR 52.215- FAR 52.230-5 Cost Accounting Standards -- Educational
10 applies). Institution (Applies to Subcontracts/Orders with
educational institutions covered by the Cost Accounting
FAR 52.215-13 Subcontractor Certified Cost or Pricing Standards, unless exempt).
Data— Modifications (Applies to this Subcontract/Order if
FAR 52.215-11 applies). FAR 52.230-6 Administration of Cost Accounting
Standards (Applies to this Subcontract/Order if FAR
FAR 52.215-15 Pension Adjustments and Asset 52.230-2, 52.230-3, 52.230-4 or 52.230-5 applies).
Reversions (Applies if Subcontractor/Seller is required to
furnish certified cost or pricing data or when any pre- THE FOLLOWING PROVISIONS OF THE DFARS
award or post-award cost determinations will be subject APPLY ONLY TO SUBCONTRACTS/ORDERS
to FAR Part 31). FUNDED BY THE DOD:
Appendix Federal Government Contracts Terms and Conditions(Noncommercial Items or Services)
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DFARS 252.203-7001 Prohibition on Persons Convicted DFARS 252.219-7004 Small Business Subcontracting
of Fraud or Other Defense-Contract-Related Felonies Plan (Test Program) (Applies to Subcontracts/Orders
(Applies to first-tier Subcontracts/Orders that exceed the that exceed $700,000 that offer subcontracting
simplified acquisition threshold, currently$150,000). possibilities when FAR 52.219-9 and DFARS 252.219-
7003 do not apply).
DFARS 252.203-7002 Requirement to Inform
Employees of Whistleblower Rights. DFARS 252.222-7000 Restrictions on Employment of
Personnel.
DFARS 252.203-7003 Agency Office of the Inspector
General (Applies when FAR 52.203-13 applies to this DFARS 252.222-7006 Restrictions on the Use of
Subcontract/Order). Mandatory Arbitration Agreements (Applies to
Subcontracts/Orders that exceed $1,000,000).
DFARS 252.203-7004 Display of Hotline Posters
(Applies to Subcontracts/Orders that exceed $5,500,000 DFARS 252.223-7001 Hazard Warning Labels (Applies
and will be performed within the U.S. Applies in lieu of if this Subcontract/Order requires the delivery of
FAR 52.203-14). hazardous materials and the furnishing of hazardous
materials data sheets).
DFARS 252.204-7000 Disclosure of Information (Applies
to Subcontracts/Orders when the Subcontractor/Seller DFARS 252.223-7006 Prohibition on Storage, Treatment
will have access to or generate unclassified information and Disposal of Toxic or Hazardous Materials (Applies if
that may be sensitive and inappropriate for release to this Subcontract/Order requires, may require, or permits
the public). access to a DOD installation).
DFARS 252.204-7008 Compliance with Safeguarding DFARS 252.225-7001 Buy American and Balance of
Covered Defense Information Controls. Payments Program (Applies if the work under this
Subcontract/Order contains other than domestic
DFARS 252.204-7012 Safeguarding Covered Defense components).
Information and Cyber Incident Reporting.
DFARS 252.225-7002 Qualifying Country Sources as
DFARS 252.204-7015 Disclosure of Information to Subcontractors (Applies to this Subcontract/Order if
Litigation Support Contractors. DFARS 252.225-7001, 252.225-7021 or 252.225-7036
applies).
DFARS 252.209-7004 Subcontracting with Firms that
are Owned or Controlled by the Government of a DFARS 252.225-7004 Report of Intended Performance
Country that is a State Sponsor of Terrorism (Applies if Outside the United States and Canada -Submission
this Subcontract/Order exceeds $150,000). after Award (Applies if this Subcontract/Order exceeds
$700,000 and is performed outside the U.S.).
DFARS 252.211-7003 Item Unique Identification and
Valuation (Applies if this Subcontract/Order requires the DFARS 252.225-7013 Duty-Free Entry (Applies in lieu of
work to contain unique item identification). FAR 52-225-8).
DFARS 252.211-7007 Reporting of Government- DFARS 252.225-7021 Trade Agreements (Applies if the
Furnished Property(Applies to Subcontracts/Orders work under this Subcontract/Order contains other than
when FAR 52.245-1 is contained in the prime contract U.S.-made, qualifying country, or designated country
and Subcontractor/Seller is in possession of end products. Applies in lieu of FAR 52.225-5).
Government Property).
DFARS 252.225-7028 Exclusionary Policies and
DFARS 252.215-7000 Pricing Adjustments (Applies if Practices of Foreign Governments.
FAR 52.215-12 or 52.215-13 applies to this
Subcontract/Order). DFARS 252.225-7031 Secondary Arab Boycott of Israel
(Does not apply if FAR 52.204-7 applies).
DFARS 252.219-7003 Small Business Subcontracting
Plan (DOD Contracts) (Applies if FAR 52.219-9 applies DFARS 252.225-7033 Waiver of United Kingdom Levies
to this Subcontract/Order and if this Subcontract/Order (Applies if this Subcontract/Order is with a United
exceeds $700,000). Kingdom entity and exceeds $1,000,000).
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DFARS 252.225-7036 Buy American Act- Free Trade DFARS 252.227-7026 Deferred Delivery of Technical
Agreements- Balance of Payments Program. Data or Computer Software (Applies to this
Subcontract/Order when it is in the government's best
DFARS 252.225-7043 Antiterrorism/Force Protection for interest to defer delivery of technical data).
Defense Contractors outside the U.S. (Applies to
Subcontracts/Orders that require performance or travel DFARS 252.227-7027 Deferred Ordering of Technical
outside the U.S.). Data or Computer Software (Applies to this
Subcontract/Order if a firm requirement for a particular
DFARS 252.225-7048 Export-Controlled Items. data item(s) has not been established prior to contract
award but there is a potential need for the data).
DFARS 252.226-7001 Utilization of Indian
Organizations, Indian-Owned Economic Enterprises and DFARS 252.227-7028 Technical Data or Computer
Native Hawaiian Small Business Concerns (Applies to Software Previously Delivered to the Government
Subcontracts/Orders for services or supplies that exceed (Applies to this Subcontract/Order if the delivery of
$500,000). technical data is required).
DFARS 252.227-7013 Rights in Technical Data - DFARS 252.227-7030 Technical Data -Withholding of
Noncommercial Items (Applies if the prime DOD contract Payment (Applies to this Subcontract/Order if DFARS
contains this clause and only if noncommercial technical 252.227-7013, 252.227-7014 or 252.227-7018 applies).
data or computer software are to be obtained under this
Subcontract/Order; the same alternates or DFARS 252.227-7037 Validation of Restrictive Markings
additions/deletions, if any, that are in the prime DOD on Technical Data (Applies to this Subcontract/Order if
contract clause also apply, suitably modified, to this DFARS 252.227-7013 applies).
Subcontract/Order. Applies in lieu of FAR 52.227-14).
DFARS 252.227-7038 Patent Rights - Ownership by the
DFARS 252.227-7014 Rights in Noncommercial Contractor(Large Business) (Applies if: (1)
Computer Software and Noncommercial Computer Subcontractor/Seller is not a small business or non-profit
Software Documentation (Applies if this organization subject to FAR 52.227-11; and (2)the
Subcontract/Order requires delivery of noncommercial Subcontract/Order is for experimental, developmental, or
software. Applies in lieu of FAR 52.227-14). research work).
DFARS 252.227-7015 Technical Data--Commercial DFARS 252.227-7039 Patents- Reporting of Subject
Items (Applies to Subcontracts/Orders for Inventions (Applies to this Subcontract/Order if FAR
noncommercial items when it may also require the 52.227-11 applies).
delivery of technical data pertaining to commercial
items). DFARS 252.228-7001 Ground and Flight Risk (Applies
to Subcontracts/Orders for the acquisition, development,
DFARS 252.227-7016 Rights in Bid or Proposal production, modification, maintenance, repair, flight or
Information (Applies to this Subcontract/Order if DFARS overhaul of aircraft unless an exception listed at DFARS
252.227-7013, 252.227-2014 or 252.227-2018 applies). 228.370(b)(1)applies).
DFARS 252.227-7017 Identification and Assertion of DFARS 252.228-7005 Accident Reporting and
Use, Release or Disclosure Restrictions (Applies to this Investigation Involving Aircraft, Missiles, and Space
Subcontract/Order if DFARS 252.227-7013, 252.227- Launch Vehicles (Applies to Subcontracts/Orders that
7014 or 252.227-7018 applies). involve the manufacture, modification, overhaul, or repair
of aircraft, missiles and space launch vehicles).
DFARS 252.227-7019 Validation of Asserted
Restrictions -- Computer Software (Applies if this DFARS 252.231-7000 Supplemental Cost Principles
Subcontract/Order involves delivery of computer (Applies to Subcontracts/Orders subject to the principles
software). and procedures described in FAR Subparts 31.1, 31.2,
31.6 or 31.7).
DFARS 252.227-7025 Limitations on the Use or
Disclosure of Government- Furnished Information DFARS 252.235-7002 Animal Welfare (Applies to
Marked with Restrictive Legends (Applies to this Subcontracts/Orders requiring research on live
Subcontract/Order if the government provides data vertebrate animals).
marked with other contractors' restrictive legends).
DFARS 252.235-7003 Frequency Authorization (Applies
if this Subcontract/Order requires developing, producing,
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constructing, testing, or operating a device requiring a NFS1852.204-75 Security Classification Requirements
frequency authorization). (Applies to this Subcontract/Order if it involves access to
or generation of classified information).
DFARS 252.239-7016 Telecommunications Security
Equipment, Devices, Techniques and Services (Applies NFS1852.204-76 Security Requirements for Unclassified
to Subcontracts/Orders which require securing Information Technology Resources.
telecommunications).
NFS1852.208-81 Restrictions on Printing and
DFARS 252.239-7018 Supply Chain Risk (Applies if this Duplicating (Applies to Subcontracts/Orders that require
Subcontract/Order involves the development or delivery duplicating and copying in excess of the limits specified
of any information technology, whether acquired as a in subsection (c)of the clause).
service or as a supply).
NFS1852.209-71 Limitation on Future Contracting.
DFARS 252.243-7001 Pricing of Contract Modifications
(Applies to fixed-price Subcontracts/Orders). NFS1852.211-70 Packaging, Handling and
Transportation (Applies to Subcontracts/Orders for
DFARS 252.246-7001 Warranty of Data (Applies to this components of Class I, II or III items).
Subcontract/Order if DFARS 252.227-7013 applies).
NFS1852.219-75 Individual Subcontracting Reports
DFARS 252.246-7003 Notification of Potential Safety (Applies if this Subcontract/Order includes FAR 52.219-
Issues (Applies if this Subcontract/Order is for: (i) parts 9).
identified as critical safety items; (ii) systems and
subsystems, assemblies, and subassemblies integral to NFS1852.223-70 Safety and Health Measures and
a system; or(iii) repair, maintenance, logistics support, Mishap Reporting (Applies to this Subcontract/Order if
or overhaul services for systems and subsystems, any of the conditions of NFS 1823.7001(a) exist).
assemblies, subassemblies, and parts integral to a
system). NFS1852.223-71 Authorization for Radio Frequency Use
(Applies if this Subcontract/Order requires the
DFARS 252.246-7007 Contractor Counterfeit Electronic development, production, test or operation of a device
Part Detection and Avoidance System (Applies if this for which a radio frequency is required).
Subcontract/Order is for electronic parts or assemblies
containing electronic parts). NFS1852.223-72 Safety and Health (Short Form)
(Applies if this Subcontract/Order exceeds the micro-
DFARS 252.247-7023 Transportation of Supplies by Sea purchase threshold, currently$3,500, and does not
(Applies if this Subcontract/Order is for noncommercial contain NFS1852.223-70).
items and exceeds$25,000. Applies in lieu of FAR
52.247-64 in all Subcontracts/Orders for transportation NFS1852.223-73 Safety and Health Plan (Applies to this
of supplies by sea.) Subcontract/Order if NFS 1852.223-70 applies).
DFARS 252.247-7024 Notification of Transportation of NFS1852.223-74 Drug-and Alcohol-Free Workforce
Supplies by Sea (Applies to this Subcontract/Order if (Applies to Subcontracts/Orders exceeding $5,000,000 if
transportation of supplies by sea is not anticipated at work is performed by an employee of a
contract award but later becomes necessary during Subcontractor/Seller in a sensitive position, or if NFS
contract performance). 1852.246-70 applies).
DFARS 252.249-7002 Notification of Anticipated NFS1852.223-75 Major Breach of Safety or Security
Contract Termination or Reduction (Applies if this (Applies to Subcontracts/Orders that exceed $500,000).
Subcontract/Order exceeds $700,000 and is under a
DOD prime contract for major defense systems). NFS1852.225-70 Export Licenses.
THE FOLLOWING PROVISIONS OF THE NFS APPLY NFS1852.227-11 Patent Rights-Ownership by the
ONLY TO SUBCONTRACTS/ORDERS FUNDED BY Contractor(Applies if this Subcontract/Order includes
NASA: experimental, developmental, or research work and
Subcontractor/Seller is a small business concern or
NFS 1852.203-71 Requirement to Inform Employees of domestic non-profit organization. This clause modifies
Whistleblower Rights. FAR 52.227-11).
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NFS1852.227-14 Rights in Data—General (Applies if NFS1852.231-71 Determination of Compensation
the prime NASA contract contains this clause and Reasonableness (Applies to cost-reimbursement or non-
Subcontractor/Seller is not an educational institution competitive fixed-price Subcontracts/Orders for services,
performing research under this Subcontract/Order. This not research, exceeding $750,000 and to service
clause modifies FAR 52.227-14). Subcontractors/Sellers whose aggregate
Subcontracts/Orders are more than 10% of prime
NFS1852.227-19 Commercial Computer Software — contract).
Restricted Rights (Applies to this Subcontract/Order if
the conditions at NFS 1827.409(k)(i) are met. This NFS1852.236-73 Hurricane Plan (Applies to
clause modifies FAR 52.227-19). Subcontracts/Orders for construction at sites that
experience hurricanes).
NFS1852.227-70 New Technology—Other Than a Small
Business Firm or Nonprofit Organization (Applies if this NFS1852.237-70 Emergency Evacuation Procedures
Subcontract/Order is for experimental, developmental, or (Applies to Subcontracts/Orders performed on a NASA
research work to be performed within the U.S. and its installation).
outlying areas by other than a small business concern or
non-profit organization). NFS1852.237-71 Pension Portability(Applies if this
Subcontract/Order is for services and meets the
NFS1852.227-71 Requests for Waiver of Rights to conditions of paragraph (b) of the clause).
Inventions (Applies to this Subcontract/Order if NFS
1852.227-70 applies). NFS1852.237-72 Access to Sensitive Information
(Applies to Subcontracts/Orders that may involve access
NFS1852.227-72 Designation of New Technology to sensitive information).
Representative and Patent Representative (Applies to
this Subcontract/Order if FAR 227-11 or NFS1852.227- NFS1852.237-73 Release of Sensitive Information
70 applies). (Applies to Subcontracts/Orders that may involve access
to sensitive information).
NFS1852.227-85 Invention Reporting and Rights —
Foreign (Applies to Subcontracts/Orders performed NFS1852.242-71 Travel Outside of the United States
outside the U.S. by non-domestic contractors where the (Applies if this Subcontract/Order requires travel outside
performance of research, experimental design, the U.S. that will be charged direct to the
engineering or developmental work is contemplated). Subcontract/Order).
NFS1852.227-86 Commercial Computer Software - NFS1852.242-72 Denied Access to NASA Facilities
License (Applies to the purchase of existing computer (Applies if work under this Subcontract/Order will be
software under this Subcontract/Order in accordance performed at a NASA installation).
with FAR 27.405(b)(2). Applies in lieu of FAR 52.227-
19). NFS1852.242-73 NASA Contractor Financial
Management Reporting (Applies if the amount of this
NFS 1852.227-88 Government-Furnished Computer Subcontract/Order exceeds $750,000).
Software and Related Technical Data.
NFS1852.242-78 Emergency Medical Services and
NFS1852.228-76 Cross-Waiver of Liability for Evacuation (Applies if this Subcontract/Order requires
International Space Station Activities (Applies to travel outside the U.S. or to remote locations within the
Subcontracts/Orders that exceed the simplified U.S.).
acquisition threshold, currently$150,000, that involve
"Protected Space Operations" relating to the NFS1852.244-70 Geographic Participation in the
International Space Station). Aerospace Program (Applies if the prime NASA contract
exceeds $500,000 and the amount of this
NFS1852.228-78 Cross-Waiver of Liability for Science or Subcontract/Order exceeds $100,000).
Space Exploration Activities Unrelated to the
International Space Station (Applies to NFS1852.245-70 Contractor Requests for Government-
Subcontracts/Orders that exceed the simplified Furnished Property (Applies to cost-reimbursement
acquisition threshold, currently$150,000, that involve Subcontracts/Orders).
"Protected Space Operations" for launches and activities
not related to the International Space Stations). NFS1852.245-72 Liability for Government Property
Furnished for Repair or Other Services (Applies to fixed-
price, time and material, and labor hour
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Subcontracts/Orders, except for experimental,
developmental, or research work with educational or
nonprofit institutions, where no profit is contemplated, for
repair, modification, rehabilitation, or other servicing of
government property, if such property is to be furnished
to a contractor for that purpose and no other government
property is to be furnished).
NFS1852.245-73 Financial Reporting of NASA Property
in the Custody of Contractors (Applies if this
Subcontract/Order involves the acquisition or furnishing
of property of if Subcontractor/Seller will otherwise
possess NASA property).
NFS1852.245-74 Identification and Marking of
Government Equipment (Applies to this
Subcontract/Order if FAR 52.245-1 applies or the
delivery of supplies is required).
NFS1852.245-76 List of Government Property Furnished
Pursuant to FAR 52.245-1 (Applies to this
Subcontract/Order if accountability of government
property is required).
NFS1852.245-77 List of Government Property Furnished
Pursuant to FAR 52.245-2 (Applies to this
Subcontract/Order if FAR 52.245-2 applies).
NFS1852.246-73 Human Space Flight Item (Applies if
this Subcontract/Order is for human space flight
hardware or flight related equipment).
NFS1852.247-71 Protection of the Florida Manatee
(Applies if Subcontractor/Seller is involved in vessel
operations, dockside work, and selected disassembly
functions within the Kennedy Space Center waterways).
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APPENDIX D
CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
INELIGIBILITY AND VOLUNTARY EXCLUSION—
LOWER TIER COVERED TRANSACTIONS
Instructions for Certification
I. By signing and submitting this proposal, the prospective lower tier participant is
providing the certification set out below.
2. The certification in this clause is a material representation of fact upon which reliance
was placed when this transaction was entered into. If it is later determined that the
prospective lower tier participant knowingly rendered an erroneous certification, in
addition to other remedies available to the Federal Government, the department or agency
with which this transaction originated may pursue available remedies, including
suspension and/or debarment.
3. The prospective lower tier participant shall provide immediate written notice to the
person to whom this proposal is submitted if at any time the prospective lower tier
participant learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.
4. The terms "covered transaction," "debarred," "suspended," "participant," "person,"
"primary covered transaction," "principal," "proposal," and "voluntarily excluded," as
used in this clause, have the meanings set out in the Definitions and Coverage sections of
rules implementing Executive Order 12549. You may contact the person to which this
proposal is submitted for assistance in obtaining a copy of those regulations.
5. The prospective lower tier participant agrees by submitting this proposal that, should the
proposed covered transaction be entered into, it shall not knowingly enter into any lower
tier covered transaction with a person who is debarred, suspended, declared ineligible, or
voluntarily excluded from participation in this covered transaction,unless authorized by
the department or agency with which this transaction originated.
6. The prospective lower tier participant further agrees by submitting his proposal that it
will include this clause titled "Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion- -Lower Tier Covered Transaction," without
modification, in all lower tier covered transactions and in all solicitations for lower tier
covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective
participant in a lower tier covered transaction that it is not debarred, suspended,
ineligible, or voluntarily excluded from the covered transaction, unless it knows that the
certification is erroneous. A participant may decide the method and frequency by which it
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determines the eligibility of its principals. Each participant may, but is not required to,
check the No procurement List.
8. Nothing contained in the foregoing shall be construed to require establishment of a
system of records in order to render in good faith the certification required by this clause.
The knowledge and information of a participant is not required to exceed that which is
normally possessed by a prudent person in the ordinary course of business dealings.
9. Except for transactions authorized under paragraph 5 of these instructions, if a participant
in a covered transaction knowingly enters into a lower tier covered transaction with a
person who is suspended, debarred, ineligible, or voluntarily excluded from participation
in this transaction, in addition to other remedies available to the Federal Government, the
department or agency with which this transaction originated may pursue available
remedies, including suspension and/or debarment.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower
Tier Covered Transactions
1. The prospective lower tier participant certifies, by submission of this proposal, that
neither it nor its principals is presently debarred, suspended,proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any
Federal department or agency.
2. Where the prospective lower tier participant is unable to certify to any of the statements
in this certification, such prospective participant shall attach an explanation to this
proposal.
Company Name Medline Industries, LP
Signature of Company �'ilwia-
Representative
Chris Powers
Representative Name
vice President, Government
Title
Date 11/9/2021
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APPENDIX E
CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO
INFLUENCE CERTAIN FEDERAL TRANSACTIONS
(a) The definitions and prohibitions contained in the clause, at FAR 52.203-12, Limitation on
Payments to Influence Certain Federal Transactions are hereby incorporated by reference in
paragraph (b) of this certification.
(b) The offer or, by signing its offer, hereby certifies to the best of his or her knowledge and
belief that on or after December 23, 1989,---
(1)No Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a Member
of Congress, an officer or employee of Congress, or an employee of a Member of
Congress on his or her behalf in connection with the awarding of any Federal contract,
the making of any Federal grant, the making of any Federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal, amendment or
modification of any Federal contract, grant, loan, or cooperative agreement;
(2) If any funds other than Federal appropriated funds (including profit or fee received
under a covered Federal transaction) have been paid, or will be paid, to any person for
influencing or attempting to influence an officer or employee of any agency, a Member
of congress, an officer or employee of Congress, or an employee of a Member of
Congress on his or her behalf in connection with this solicitation, the offer or shall
complete and submit, with its offer, OMB standard form LLL, Disclosure of Lobbying
Activities, to the Contracting Officer;and
(3) He or she will include the language of this certification in all subcontract awards at
any tier and require that all recipients of subcontract awards in excess of$100,000 shall
certify and disclose accordingly.
(c) Submission of this certification and disclosure is a prerequisite for making or entering into
this contract imposed by section 1352, title 31, United States Code. Any person who makes an
expenditure prohibited under this provision or who fails to file or amend the disclosure form to
be filed or amended by this provision, shall be subject to a civil penalty of not less than$10,000,
and not more than $100,000, for each such failure.
Certified by:
Medline Industries, LP
Company Name
Signature or Company Representative C "y COL'
Chris Powers
Representative Name
Title vice President, Government
11/9/2021
Date
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APPENDIX F
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED
DEBARMENT,AND OTHER RESPONSIBILITY MATTERS
(FIRST TIER SUBCONTRACTOR)
(a)(1)The Offeror certifies,to the best of its knowledge and belief,that--
(i)The Offeror and/or any of its Principals--
Are[[re not-Besently debarred,suspended,proposed for debarment,or declared ineligible for the award of
contracts by any Federal agency;
(B)Have[lave not Dwithin a three-year period preceding this offer,been convicted of or had a civil judgment
rendered against them for: commission of fraud or a criminal offense in connection with obtaining,attempting to
obtain,or performing a public(Federal,state,or local)contract or subcontract;violation of Federal or state antitrust
statutes relating to the submission of offers;or commission of embezzlement,theft,forgery,bribery,falsification or
destruction of records,making false statements,or receiving stolen property;and
(C)Are[Ire not_Gesently indicted for,or otherwise criminally or civilly charged by a governmental entity
with,commission of any of the offenses enumerated in subdivision(a)(1)(i)(B)of this provision.
(ii)The Offeror has Gas not Bvithin a three-year period preceding this offer,had one or more contracts
terminated for default by any Federal agency.
(2)"Principals," for the purposes of this certification,means officers;directors;owners;partners;and,persons
having primary management or supervisory responsibilities within a business entity(e.g.,general manager;plant
manager;head of a subsidiary,division,or business segment,and similar positions).
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE
UNITED STATES AND THE MAKING OF A FALSE,FICTITIOUS,OR FRAUDULENT CERTIFICATION
MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001,TITLE 18,UNITED
STATES CODE.
(b)The Offeror shall provide immediate written notice to the University if,at any time prior to subcontract award,
the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed
circumstances.
(c)A certification that any of the items in paragraph(a)of this provision exists will not necessarily result in
withholding of an award under this solicitation.However,the certification will be considered in connection with a
determination of the Offeror's responsibility.Failure of the Offeror to furnish a certification or provide such
additional information as requested by the University may render the Offeror no responsible.
(d)Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to
render,in good faith,the certification required by paragraph(a)of this provision.The knowledge and information of
an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of
business dealings.
(e)The certification in paragraph(a)of this provision is a material representation of fact upon which reliance was
placed when making award.If it is later determined that the Offeror knowingly rendered an erroneous certification,
in addition to other remedies available to the University,the University may terminate the contract resulting from
this solicitation for default.
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SIGNATURE:—
PRINTED NAME: Chris Powers
COMPANYNAME: Medline Industries, LP
11/9/2021
DATE:
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UNIVERSITY Appendix G
OF Data Security
.y�. CALIFORNIA
ARTICLE 1. PURPOSE AND INTRODUCTION
A. In the course of providing the Goods and/or Services contemplated by the
Agreement, Supplier may gain access to the University of California's (UC)
Institutional Information and/or IT Resources (both defined below). In such an
event, UC and Supplier desire to appropriately protect Institutional Information
and IT Resources. The purpose of this Appendix-Data Security is to specify
Supplier's cybersecurity and risk management responsibilities when Supplierhas
access to Institutional Information and/or IT Resources.
B. Any capitalized terms used here have the meaning ascribed to such terms as set
forth in the Agreement or Incorporated Documents.
C. Supplier must provide commercially acceptable cybersecurity and cyber risk
management to protect Institutional Information and/or IT Resources. This must
include, but is not limited to the Supplier:
1. Developing and documenting a plan that protects Institutional Information
and IT Resources.
• Supplier must responsibly execute this plan.
• Supplier's approach must conform to a recognized cybersecurity
framework designed for that purpose.'
• Supplier's information security plan must be supported by a third-party
review or certification. Supplier may only use an alternative to a third-
party review if approved by the responsible UC Information Security
Officer.
2. Conducting an accurate and thorough assessment of the potential risks to
and vulnerabilities of the security of the Institutional Information and/or IT
Resources. Supplier must mitigate anticipated risks effectively. This includes
implementing commercially acceptable security policies, procedures, and
practices that protect Institutional Information and/or ITResources.
3. Updating its plan to effectively address new cybersecurity risks.
4. Complying with pertinent contractual and regulatory responsibilities.
5. Providing UC with evidence of compliance with Supplier's information
security plan.
6. Keeping UC informed with timely updates on risks, vulnerabilities,Security
Incidents, and Breaches.
7. Keeping UC informed of any measures UC must perform to ensure the
security of Institutional Information and IT Resources.
i Examples include the latest versions of PCI DSS, NIST CSF, CIS Critical Security Controls, ISO 27002, NIST SP 800-53
and NIST SP 800-171.
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University of California Appendix
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D. If, in the course of providing the Goods and/or Services under the Agreement,
Supplier engages in transactions with UC affiliated individuals (including but not
limited to: students, staff, faculty, customers, patients, guests, volunteers,
visitors, research subjects, etc.), as a benefit and result of the Agreement,
Supplier must treat any data about UC affiliated individuals that Supplier creates,
receives, and/or collects in the course of those transactions with the same level of
privacy and security protections and standards as required of Institutional
Information by this Appendix.
E. Supplier agrees to be bound by the obligations set forth in this Appendix. To the
extent applicable, Supplier also agrees to impose, by written contract, the same
terms and conditions contained in this Appendix on any sub-supplier retained by
Supplier to provide or assist in providing the Goods and/or Services to UC.
F. To the extent that a requirement of this Appendix conflicts with those of any
other UC Agreement or Incorporated Document, the most stringent requirement
(including but not limited to: least risk to UC, shortest time, best practice, etc.)
will apply.
ARTICLE 2. DEFINED TERMS
A. "Breach" means: (1) Any disclosure of Institutional Information to an
unauthorized party or in an unlawful manner; (2) Unauthorized or unlawful acquisition of
information that compromises the security, confidentiality, or integrity of Institutional
Information and/or IT Resources; or (3) The acquisition, access, use, or disclosure of
protected health information (PHI) or medical information in a manner not permitted
under the Health Insurance Portability and Accountability Act (HIPAA) or California law.
B. "Illicit Code" means: (1) Any code UC would not reasonably expect to be present
or operating; (2) Hidden software or functionality with adverse or undesired actions or
consequences; (3) Code that replicates or transmits Institutional Information or activates
operating systems or other similar services without the express knowledge and approval
of UC; (4) Code that alters, damages, or erases any Institutional Information or software
without the express knowledge and approval of UC; or (5) Code or apparatus that
functions in any way as a: key lock, node lock, time-out, "back door," "trap door," "booby
trap," "dead drop device," "data scrambling device," or other function, regardless of how
it is implemented, which is intended to alter or restrict the use of or access to any
Institutional Information and/or ITResources.
C. "Institutional Information" means: Any information or data created,received,
and/or collected by UC or on its behalf, including but not limited to: application logs,
metadata, and data derived from such data.
D. "IT Resource" means: IT infrastructure, cloud services, software, and/or hardware
with computing and/or networking capability that is Supplier owned/managed or UC-
owned, or a personally owned device that stores Institutional Information, is connected
to UC systems, is connected to UC networks, or is used for UC business. IT Resources
include, but are not limited to: personal and mobile computing systems and devices,
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Data Security
mobile phones, printers, network devices, industrial control systems (including but not
limited to: SCADA, PLCs, DPC, Operational Technology, etc.), access control systems,
digital video monitoring systems, data storage systems, data processing systems, backup
systems, electronic and physical media, biometric and access tokens, Internet of Things
(IoT), or any other device that connects to any UC network.
E. "Major Change" means: The implementation of a change that could have an effect
on the security of an IT Resource or Institutional Information. The scope includes changes
to architectures, processes, tools, metrics, and documentation, as well as changes to IT
services and other configuration items. These include changes relatedto:
1. Technology upgrades or migrations.
2. Responses to Security Incidents.
3. Modifications of scope (data elements, features, location of Institutional
Information, etc.).
4. Regulatory guidance.
5. Law and legal regulations.
6. Responses to risk assessments.
7. Addressing vulnerabilities.
8. Material updates or shifts in technologies used by Supplier.
F. "Security Incident" means: (1) A material compromise of the confidentiality,
integrity, or availability of Institutional Information; (2) A single event or a series of
unwanted or unexpected events that has a significant probability of compromising UC
business operations or threatening Institutional Information and/or IT Resources; (3) Any
event involving a cyber intrusion; or (4) A material failure of Supplier's administrative,
technical, or physical controls that resulted or could have resulted in an adverse impact
to the confidentiality, integrity, or availability of Institutional Information or IT Resources.
ARTICLE 3. ACCESS TO INSTITUTIONAL INFORMATION AND IT RESOURCES
A. Supplier must limit its access to, use of, and disclosure of Institutional Information
and IT Resources to the least invasive degree necessary required to provide the Goods
and/or Services.
1. Supplier may not access or use Institutional Information and ITResources
for any purpose except to provide the Goods and/or Services.
2. For the avoidance of doubt, Supplier may not access, use, or disclose
Institutional Information and IT Resources outside the scope of the Agreement for
purposes of, including but not limited to: marketing, advertising, research, sale, or
licensing unless expressly approved in writing by UC.
B. In the event that Goods and/or Services include the review of a specific Security
Incident or a threat to or anomaly in Institutional Information or IT Resources, Supplier
must limit inspection to the least invasive degree necessary required to perform the
investigation.
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ARTICLE 4. SUPPLIER'S INFORMATION SECURITY PLAN AND RESPONSIBILITIES
A. Supplier acknowledges that UC must comply with information securitystandards
as required by law, regulation, and regulatory guidance, as well as by UC's internal
security program that protects Institutional Information and ITResources.
B. Supplier must establish, maintain, comply with, and responsibly execute its
information security plan.
C. Supplier's initial information security plan is attached as Exhibit 2 and
incorporated by reference.
D. Updates to Exhibit 2 will occur as follows:
1. On an annual basis, Supplier will review its information security plan,
update it as needed, and submit it upon written request by UC.
2. In the event of a Major Change, Supplier will review its information
security plan, update it as needed, and submit it to UC as detailed herein.
E. If Supplier makes any material modifications to its information security plan that
will affect the security of Institutional Information and IT Resources, Supplier must notify
UC within seventy-two (72) calendar hours and identify the changes.
F. Supplier's Information Security Plan must:
1. Ensure the security (including but not limited to: confidentiality, integrity,
and availability) of Institutional Information and IT Resources through the use and
maintenance of appropriate administrative, technical, and physical controls;
2. Protect against any reasonably anticipated threats or hazards to
Institutional Information and ITResources,
3. Address the risks associated with Supplier having access to Institutional
Information and IT Resources;
4. Comply with applicable regulations and/or external obligations listed in
Exhibit 1,
5. Comply with all applicable legal and regulatory requirements fordata
protection, security, and privacy;
6. Clearly document the cybersecurity responsibilities of each party;
7. Follow UC records retention requirements outlined in the Statement of
Work (SOW) or in UC's Terms and Conditions;
8. Prevent the sharing of passwords or authentication secrets that provide
access to Institutional Information and/or ITResources;
9. Prevent the use of passphrases (passwords) or other authentication
secrets that are common across customers or multiple unrelated UC sites or
units;
10. Prevent unauthorized access to Institutional Information and ITResources;
11. Prevent unauthorized changes to IT Resources
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12. Prevent the creation of new Supplier accounts to access Institutional
Information and IT Resources without express written approval from UC;
13. Prevent the storing, harvesting, or passing through of UCcredentials
(username, password, authentication secret, or other factor);and
14. Prevent the use or copying of Institutional Information for any purpose
not authorized under the Agreement or any associated Statement of Work(SOW).
ARTICLE 5. REQUESTS FROM UC AND EVIDENCE OF COMPLIANCE
A. Supplier must provide UC with evidence that demonstrates to UC's reasonable
satisfaction Supplier's adherence to its information security plan (including but not
limited to: third-party report, attestation signed by an authorized individual, attestation
of compliance by a qualified assessor, or a mutually agreed upon equivalent) upon
execution of the Agreement, upon reasonable request (including but not limited to:
annually, after Major Changes, and/or as a result of a Security Incident), or as required by
any applicable regulatory or governmental authority.
B. Supplier must respond to UC's reasonable questions related to cybersecurity
controls, Security Incidents, or Major Changes, newly published vulnerabilities, and/or
risk assessments within ten (10) business days.
C. UC may request a third-party attestation on an annual basis.
ARTICLE 6. NOTIFICATION OF MAJOR CHANGES AND VULNERABILITY
DISCLOSURES
A. Within twenty (20) business days, supplier to notify UC regarding material
changes in security posture or IT infrastructure that bring Supplier out of compliance
with Supplier security policy and best practices.
B. Supplier must use commercially acceptable efforts to remediate, within twenty
(20) business days, for any vulnerability rated High orCritical.
C. In response to Major Changes, Supplier must update its information securityplan
no later than fifteen (15) days into the next calendar quarter and must provide updated
evidence of compliance with the information security plan.
z Common Vulnerabilities and Exposures(CVE) is a dictionary-type list of standardized names for vulnerabilities
and other information related to security exposures maintained by The MITRE Corporation.CVE aims to
standardize the names for all publicly known vulnerabilities and security exposures.The goal of CVE is to make it
easier to share data across separate vulnerability databases and security tools.The CVE list can be found at:
cve.mitre.org
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ARTICLE 7. RETURN AND DISPOSAL OF INSTITUTIONAL INFORMATION
A. Within thirty (30) calendar days of the termination, cancellation, expiration, or
other conclusion of the Agreement, Supplier must return all Institutional Information to
UC and then dispose of the Institutional Information in possession of Supplier asdetailed
herein. This provision also applies to all Institutional Information that is in the possession
of sub-suppliers or agents of Supplier.
B. Such disposal will be accomplished using the methods described in UC's
Institutional Information Disposal Standard
(https:Hsecurity.ucop.edu/policies/institutional-information-disposal.html) or an
alternative approved by UC.
C. Supplier will certify in writing to UC that such return and/or disposal has been
completed.
D. If Supplier believes that return and/or disposal of Institutional Information is
technically impossible or impractical, Supplier must provide UC with a written statement
explaining the reason for this conclusion. If UC determines that return and/or disposal is
technically impossible or impractical, Supplier will continue to protect the Institutional
Information in accordance with the terms of this Appendix for as long as the Institutional
Information is in Supplier's possession.
ARTICLE & NOTIFICATION OF CORRESPONDENCE CONCERNING INSTITUTIONAL
INFORMATION
A. Supplier agrees to notify UC promptly, both orally and in writing, but in no event
more than seventy-two (72) calendar hours after Supplier receives correspondence or a
complaint that relates to a regulation, contractual obligation, Breach, or material risk
concerning Institutional Information. For purposes of this Article 8.A, a correspondence
or complaint may include, but is not limited to, any communication that originates from
law enforcement, regulatory or governmental agencies, government investigators,
corporations, or an individual, but excludes normal customer service correspondence or
inquiries.
ARTICLE 9. COORDINATING, REPORTING, AND RESPONDING TO BREACHES AND
SECURITY INCIDENTS
A. Reporting of Breach or Security Incident: If Supplier confirms a Breach and/or a
Security Incident impacting Institutional Information and/or IT Resources, Supplier must
promptly notify UC both orally and in writing using the contacts in the Agreement.
Supplier must provide such notifications no later than (1)seventy-two (72) calendar
hours after the initial confirmation of a Security Incident and/or Breach if Supplier is able
to make such a confirmation. Supplier's notification must identify:
1. Contacts for both technical and management coordination;
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2. Escalation and identifying information, such as ticket numbers, system
identifiers, etc.,
3. The nature of the Breach and/or Security Incident;
4. The Institutional Information and/or IT Resources affected;
5. What Supplier has done or will do to mitigate any deleterious effect;and
6. What corrective action Supplier has taken or will take to prevent future
Security Incidents.
B. Supplier will provide other information as reasonably requested byUC.
C. In the event of a suspected Breach and/or Security Incident, Supplier will keep UC
informed regularly of the progress of its investigation until the incident is resolved.
D. Coordination of Breach Response or Security Incident Activities: Supplier will fully
cooperate with UC's investigation of any Breach and/or Security Incident involving
Supplier and/or Goods and/or Services. Supplier's full cooperation will include, but not be
limited to, Supplier:
1. Promptly preserving any potential forensic evidence relating to the Breach
and/or Security Incident;
2. Remedying the Breach and/or Security Incident as quickly as
circumstances permit;
3. Promptly, but no more than seventy two (72) calendar hours after the
discovery of Breach and/or Security Incident, designating a contact person to
whom UC will direct inquiries and who will communicate Supplier responses to
UC inquiries,
4. As rapidly as circumstances permit, assigning/using appropriate resources
to remedy, investigate, and document the Breach and/or Security Incident, to
restore UC service(s) as directed by UC, and undertake appropriate response
activities;
5. Providing status reports to UC regarding Breach and Security Incident
response activities, either on a daily basis or a frequency approved by UC;
6. Coordinating all media, law enforcement, or other Breach and/orSecurity
Incident notifications with UC in advance of such notification(s), unless expressly
prohibited bylaw;
7. Ensuring that knowledgeable Supplier employees are available on short
notice, if needed, to participate in UC and Supplier initiated meetings and/or
conference calls regarding the Breach and/or Security Incident;and
8. Ensuring that knowledgeable Supplier employees and agents participate in
after-action analysis, including root cause analysis and preventive action planning.
E. Breaches and Security Incidents—Corrective And Preventive Action: As a result of a
Breach and/or Security Incident impacting Institutional Information and/or IT Resources,
and upon UC's request, Supplier must prepare a report detailing corrective and
preventive actions. The report must include:
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1. A mutually agreed upon timeline for the corrective and preventive actions
based on the nature of the Breach and/or Security Incident;
2. Identification and description of the root causes;and
3. Precise steps Supplier will take to address the failures in the underlying
administrative, technical, and/or physical controls to mitigate damages and future
cyber risk.
F. Costs: Supplier must reimburse UC for reasonable costs related to responding to
Breaches impacting Institutional Information and IT Resources caused by Supplier. This
includes all costs associated with notice and/or remediation of the Breach.
G. Grounds for Termination: Any Breach may be grounds fortermination of the
Agreement by UC. Agreement obligations to secure, dispose, and report continue
through the resolution of the Breach and/or Security Incident.
ARTICLE 10. ILLICIT CODE WARRANTY
A. Supplier represents and warrants that the Goods and/or Services do not contain
Illicit Code.
B. To the extent that any Goods and/or Services have Illicit Code written intothem,
Supplier will be in breach of this Agreement, and no cure period will apply.
C. Supplier agrees, in order to protect UC from damages that may be intentionally or
unintentionally caused by the introduction of Illicit Code, to promptly isolate or otherwise
secure and then return Institutional Information and/or ITResources.
D. Supplier acknowledges that it does not have any right to electronically hold
Institutional Information or assert any claim against UC by withholding the Goods and/or
Services using Illicit Code.
E. Should Supplier learn of the presence of Illicit Code, Supplier will promptly
provide UC with written notice explaining the scope and associated risk.
F. Supplier represents and warrants that it will take commercially reasonable steps
to promptly remove Illicit Code.
G. Supplier represents and warrants that even if Illicit Code is unintentionally
installed via any method, Supplier will never utilize the Illicit Code.
H. This provision does not relate to malware or viruses that attack the running IT
Resource. These are covered under ARTICLE 9 - COORDINATING, REPORTING, AND
RESPONDING TO BREACHES AND SECURITY INCIDENTS.
ARTICLE 11. BACKGROUND CHECKS
A. Before Supplier's employee, sub-supplier, or agent may access Institutional
Information and/or IT Resources classified at Protection Level 3 or Protection Level 43,
Supplier must conduct a thorough and pertinent background check. Supplier must
evaluate the results prior to granting access in order to assure that there is no indication
'See Exhibit 1.
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that the employee, sub-supplier, or agent presents a risk to Institutional Information and
IT Resources.
B. Supplier must retain each employee's, sub-supplier's, or agent's background
check documentation for a period of three (3) years following the termination of the
Agreement.
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Exhibit 1 — Institutional Information
1. Protection Level Classification 4:
❑ Protection Level 1
❑ Protection Level 2
❑ Protection Level 3
❑ Protection Level 4
Explanation: [Optional, add detail if needed, may be covered in SOW]
The Protection Level determines the applicable cyber security insurance requirement in
the Terms and Conditions.
2. Institutional Information data element descriptors:
Select all data types that apply:
A. ❑ Animal Research Data.
B. ❑ Controlled Technical Information (CTI).
C. ❑ Controlled Unclassified Information (CUI) —800-171/NARA.
D. ❑ Defense Department: Covered Defense Information (CDI).
E. ❑ Federal Acquisition Regulations (FARS/DFAR) other than CUL
F. ❑ GDPR personal data.
G. ❑ GDPR special data.
H. ❑ Health data —other identifiable medical data not covered by HIPAA.(Including
but not limited to: occupational health, special accommodation, or services
qualification, etc.)
I. ❑ Health Records subject to HIPAA Privacy or Security Rule(PHI).
J. ❑ Human Subject Research Data.
1. ❑ Identified.
2. ❑ Anonymized.
K. ❑ Intellectual property (IP), such as patents, copyright, or tradesecrets.
L. ❑ ITAR/EAR-controlled data.
M. ❑ Payment card data (PCI, PCI DSS).
N. ❑ Personally identifiable information —PII.
0. ❑ Student data, whether or not subject to FERPA.
P. ❑ Other:
Q. ❑ Other:
4 For reference see: https://security.ucop.edu/policies/institutional-information-and-it-resource-classification.html
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R. ❑ Other:
S. ❑ Other:
3. Institutional Information Regulation or Contract Requirements:
Select all regulations or external obligations that apply to inform UC and the Supplier of
obligations related to this Appendix:
Privacy(* indicates data security requirements are also present)
A. ❑ California Confidentiality of Medical Information Act (CMIA)*.
B. ❑ California Consumer Privacy Act(CCPA).
C. ❑ California Information Practices Act(IPA).
D. ❑ European Union General Data Protection Regulation(GDPR)*.
E. ❑ Family Educational Rights and Privacy Act (FERPA)*.
F. ❑ Federal Policy for the Protection of Human Subjects ("Common Rule").
G. ❑ Genetic Information Nondiscrimination Act(GINA).
H. ❑ Gramm-Leach-Bliley Act (GLBA) (Student Financial Aid)*.
I. ❑ Health Insurance Portability and Accountability Act/Health Information
Technology for Economic and Clinical Health Act (HIPAA/HITECH)*.
J. ❑ Substance Abuse and Mental Health Services Administration SAMHSA (CFR42
Part 2).
K. ❑ The Fair and Accurate Credit Transaction Act(FACTA).
L. ❑ The Fair Credit Reporting Act(FCRA).
Data Security
M. ❑ Chemical Facility Anti-Terrorism Standards(CFATS).
N. ❑ Defense Federal Acquisition Regulations(DFARS).
0. ❑ Export Administration Regulations(EAR).
P. ❑ Federal Acquisition Regulations(FARS).
Q. ❑ Federal Information Security Modernization Act(FISMA).
R. ❑ International Traffic in Arms Regulations(ITAR).
S. ❑ Payment card data (PCI, PCI DSS).
T. ❑ Toxic Substances Control Act(TSCA).
U. ❑ Other:
V. ❑ Other:
W. ❑ Other:
X. ❑ Other:
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Exhibit 2
Supplier's Initial Information Security Plan
[Supplier to provide and update per the Appendix IDS requirements.]
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FEMA CONTRACT ADDENDUM'
This Agreement and/or Purchase Order is in response to the COVID-19 pandemic, and is eligible for
FEMA reimbursement under section 501 (b) of the Robert T. Stafford Disaster Relief and Emergency
Assistance Act,42 U.S.C. 5121-5207 (the "Stafford Act").Accordingly,the following additional terms
apply to this Agreement and/or Purchase Order.To the extent of any conflict between the terms set
forth in this Addendum and other terms set forth in the Agreement and/or Purchase Order,the terms of
this Addendum shall control.
1. Remedies. UC may by written notice terminate the Agreement for Supplier's breach of the
Agreement, in whole or in part, at any time, if Supplier refuses or fails to comply with the provisions
of the Agreement, or so fails to make progress as to endanger performance and does not cure such
failure within five (5) business days, or fails to supply the Goods and/or Services within the time
specified or any written extension thereof. In such event, UC may purchase or otherwise secure Goods
and/or Services and, except as otherwise provided herein, Supplier will be liable to UC for any excess
costs UC incurs thereby.
2. Termination for Cause or Convenience. UC may, by written notice stating the extent and effective
date thereof,terminate the Agreement for convenience in whole or in part, at any time.The effective
date of such termination shall be consistent with any requirements for providing notice specified in
the Agreement, or immediate if no such terms are set forth in the Agreement. As specified in the
termination notice, UC will pay Supplier as full compensation the pro rata Agreement price for
performance through the later of the date that(i) UC provided Supplier with notice of termination or
(ii) Supplier's provision of Goods and/or Services will terminate.
1. Clean Air Act and Federal Water Pollution Act. Supplier agrees to comply with all applicable
standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the
Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported
to the Federal awarding agency and the Regional Office of the Environmental Protection Agency
(EPA).
2. Suspension and Debarment.
a. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As
such, the Supplier is required to verify that none of the Supplier's principals (defined at 2 C.F.R. §
180.995) or its affiliates(defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. §
180.940) or disqualified (defined at 2 C.F.R. § 180.935).
b. The Supplier must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and
must include a requirement to comply with these regulations in any lower tier covered
transaction it enters into.
c. This certification is a material representation of fact relied upon by (insert name of
recipient/subrecipient/applicant). If it is later determined that the Supplier did not comply with
2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to
UC,the Federal Government may pursue available remedies, including but not limited to
suspension and/or debarment.
'This addenda applies in the event UC seeks federal reimbursement from FEMA for procurements. Refer to the
body of the Alert for guidance on inclusion of each term.
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d. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C
and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any
contract that may arise from this offer.The bidder or proposer further agrees to include a
provision requiring such compliance in its lower tier covered transactions.
3. Byrd Anti-Lobbying Amendment. Suppliers who apply or bid for an award of$100,000 or more
shall file the required certification set forth in Appendix A to 44 C.F.R. Part 18. Each tier certifies
to the tier above that it will not and has not used Federal appropriated funds to pay any person
or organization for influencing or attempting to influence an officer or employee of any agency,
a Member of Congress, officer or employee of Congress, or an employee of a Member of
Congress in connection with obtaining any Federal contract, grant, or any other award covered
by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes
place in connection with obtaining any Federal award. Such disclosures are forwarded from tier
to tier up to the recipient who in turn will forward the certification(s)to the awarding agency.
4. Procurement of Recovered Materials. (i) In the performance of this contract, Supplier shall make
maximum use of products containing recovered materials that are EPA-designated items unless the
product cannot be acquired competitively within a timeframe providing for compliance with the
contract performance schedule; meeting contract performance requirements; or at a reasonable
price. (ii) Information about this requirement, along with the list of EPA designated items, is
available at EPA's Comprehensive Procurement Guidelines web site,
https://www.epa.gov/smm/comprehensiveprocurement-guideline-cpg-program. (iii) Supplier also
agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal
Act.
5. Access to Records.The Agreement, and any pertinent records involving transactions relating to
this Agreement, is subject to the examination and audit of the Auditor General of the State of
California or Comptroller General of the United States or designated Federal authority for a
period of up to five (5) years after final payment under the Agreement. UC, and if the underlying
grant, cooperative agreement or federal contract so provides, the other contracting Party or
grantor (and if that be the United States or an instrumentality thereof,then the Comptroller
General of the United States)will have access to and the right to examine Supplier's pertinent
books, documents, papers, and records involving transactions and work related to the
Agreement until the expiration of five (5) years after final payment under the Agreement.The
examination and audit will be confined to those matters connected with the performance of the
Agreement, including the costs of administering the Agreement.
6. Changes.The Parties may make changes in the Goods and/or Services or otherwise amend the
Agreement, but only by a writing signed by both Parties' authorized representatives. In the event
there is a Material Change to the Agreement,the parties agree to meet and confer in good faith in
order to modify the terms of the Agreement.A Material Change as used herein refers to:
a. A change to the scope of Goods and/or Services to be provided by Supplier, as agreed to by UC;
b. A change in the Institutional Information Supplier is required to create, receive, maintain or
transmit in performance of the Agreement, such that the Protection Level Classification of such
Institutional Information changes;
c. Changes in the status of the parties;
d. Changes in flow down terms from external parties; and
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e. Changes in law or regulation applicable to this Agreement.
Each party shall notify the other party upon the occurrence of a Material Change.
7. DHS Seal, Logo, and Flags.The Supplier shall not use the DHS seal(s), logos, crests, or reproductions
of flags or likenesses of DHS agency officials without specific FEMA pre-approval.
8. Compliance with Federal Law, Regulations, and Executive Orders. Supplier acknowledges that FEMA
financial assistance will be used to fund all or a portion of the contract. Supplier will comply with all
applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.
9. No Obligation by Federal Government. The Federal Government is not a party to this contract and is
not subject to any obligations or liabilities to UC, Supplier, or any other party pertaining to any
matter resulting from the contract.
10. Program Fraud and False or Fraudulent Statements or Related Acts.The Supplier acknowledges that
31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the
Supplier's actions pertaining to this contract.
Upon acceptance of payment and/or shipment of Goods and/or Services pursuant to this Agreement or
Purchase Order,the terms of this Addendum shall be interpreted to be accepted by Supplier.]
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EXHIBIT A
RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
1.0 Scope of National Cooperative Contract
Capitalized terms not otherwise defined herein shall have the meanings given to them in
the Master Agreement or in the Administration Agreement between Supplier and OMNIA
Partners.
Medline agrees to respond to the RFP for UC San Diego, and extend to UC Higher
Education customers. Due to previous partnerships across multiple market
segments, Medline cannot support a primary go to market strategy. Medline will
work with Omnia to create a marketing plan, based on customer requests, within
the education market.
1.1 Requirement
The University of California, San Diego (hereinafter defined and referred to as
"Principal Procurement Agency"), on behalf of itself and the National
Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a
OMNIA Partners, Public Sector ("OMNIA Partners"), is requesting proposals for
Medical and Surgical Supplies. The intent of this Request for Proposal is any
contract between Principal Procurement Agency and Supplier resulting from this
Request for Proposal ("Master Agreement") be made available to other public
agencies nationally, including state and local governmental entities, public and
private primary, secondary and higher education entities, non-profit entities, and
agencies for the public benefit ("Public Agencies"), through OMNIA Partners'
cooperative purchasing program. The Principal Procurement Agency has executed
a Principal Procurement Agency Certificate with OMNIA Partners, an example of
which is included as Exhibit D, and has agreed to pursue the Master Agreement.
Use of the Master Agreement by any Public Agency is preceded by their
registration with OMNIA Partners as a Participating Public Agency in OMNIA
Partners' cooperative purchasing program. Registration with OMNIA Partners as
a Participating Public Agency is accomplished by Public Agencies entering into a
Master Intergovernmental Cooperative Purchasing Agreement, an example of
which is attached as Exhibit C, and by using the Master Agreement, any such
Participating Public Agency agrees that it is registered with OMNIA Partners,
whether pursuant to the terms of the Master Intergovernmental Purchasing
Cooperative Agreement or as otherwise agreed to. The terms and pricing
established in the resulting Master Agreement between the Supplier and the
Principal Procurement Agency will be the same as that available to Participating
Public Agencies through OMNIA Partners.
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All transactions, purchase orders, invoices, payments etc., will occur directly
between the Supplier and each Participating Public Agency individually, and
neither OMNIA Partners, any Principal Procurement Agency nor any Participating
Public Agency, including their respective agents, directors, employees or
representatives, shall be liable to Supplier for any acts, liabilities, damages, etc.,
incurred by any other Participating Public Agency. Supplier is responsible for
knowing the tax laws in each state.
This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA
Partners' requirements to market the resulting Master Agreement nationally to
Public Agencies. Each section in this Exhibit A refers to the capabilities,
requirements, obligations, and prohibitions of competing Suppliers on a national
level in order to serve Participating Public Agencies through OMNIA Partners.
These requirements are incorporated into and are considered an integral part of this
RFP. OMNIA Partners reserves the right to determine whether or not to make the
Master Agreement awarded by the Principal Procurement Agency available to
Participating Public Agencies, in its sole and absolute discretion, and any party
submitting a response to this RFP acknowledges that any award by the Principal
Procurement Agency does not obligate OMNIA Partners to make the Master
Agreement available to Participating Procurement Agencies.
Medline agrees to respond to the RFP with pricing for UC San Diego, and extend
the pricing to UC Higher Education customers.
1.2 Marketing, Sales and Administrative Support
During the term of the Master Agreement OMNIA Partners intends to provide
marketing, sales, partnership development and administrative support for Supplier
pursuant to this section that directly promotes the Supplier's products and services
to Participating Public Agencies through multiple channels, each designed to
promote specific products and services to Public Agencies on a national basis.
OMNIA Partners will assign the Supplier a Director of Partner Development who
will serve as the main point of contact for the Supplier and will be responsible for
managing the overall relationship between the Supplier and OMNIA Partners. The
Director of Partner Development will work with the Supplier to develop a
comprehensive strategy to promote the Master Agreement and will connect the
Supplier with appropriate stakeholders within OMNIA Partners including, Sales,
Marketing, Contracting, Training, and Operations & Support.
The OMNIA Partners marketing team will work in conjunction with Supplier to
promote the Master Agreement to both existing Participating Public Agencies and
prospective Public Agencies through channels that may include:
A. Marketing collateral (print, electronic, email,presentations)
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B. Website
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media
The OMNIA Partners sales teams will work in conjunction with Supplier to
promote the Master Agreement to both existing Participating Public Agencies and
prospective Public Agencies through initiatives that may include:
A. Individual sales calls
B. Joint sales calls
C. Communications/customer service
D. Training sessions for Public Agency teams
E. Training sessions for Supplier teams
The OMNIA Partners contracting teams will work in conjunction with Supplier to
promote the Master Agreement to both existing Participating Public Agencies and
prospective Public Agencies through:
A. Serving as the subject matter expert for questions regarding joint powers
authority and state statutes and regulations for cooperative purchasing
B. Training sessions for Public Agency teams
C. Training sessions for Supplier teams
D. Regular business reviews to monitor program success
E. General contract administration
Suppliers are required to pay an administrative fee of three percent (3%) of the
greater of the Contract Sales under the Master Agreement and Guaranteed Contract
Sales under this Request for Proposal. Supplier will be required to execute the
OMNIA Partners Administration Agreement (Exhibit B).
Medline will reasonably cooperate with OMNIA in connection with the supply or
products to UC San Diego as contemplated under this RFP. Medline will pay an
administrative fee of three percent(3%)to Omnia Partners as primary GPO for UC
San Diego and UC Higher Education sales.
Due to previous partnerships across multiple market segments, Medline cannot
support a primary go to market strategy. Medline will work with Omnia to create
a marketing plan,based on customer requests, within the education market.
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1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be
approximately $50 million annually. While no minimum volume is guaranteed to
Supplier, the estimated annual volume is projected based on the current annual
volumes among the Principal Procurement Agency, other Participating Public
Agencies that are anticipated to utilize the resulting Master Agreement to be made
available to them through OMNIA Partners, and volume growth into other Public
Agencies through a coordinated marketing approach between Supplier and OMNIA
Partners.
1.4 Award Basis
The basis of any contract award resulting from this RFP made by Principal
Procurement Agency will, at OMNIA Partners' option, be the basis of award on a
national level through OMNIA Partners. If multiple Suppliers are awarded by
Principal Procurement Agency under the Master Agreement, those same Suppliers
will be required to extend the Master Agreement to Participating Public Agencies
through OMNIA Partners. Utilization of the Master Agreement by Participating
Public Agencies will be at the discretion of the individual Participating Public
Agency. Certain terms of the Master Agreement specifically applicable to the
Principal Procurement Agency(e.g. governing law) are subject to modification for
each Participating Public Agency as Supplier, such Participating Public Agency
and OMNIA Partners shall agree without being in conflict with the Master
Agreement. Participating Agencies may request to enter into a separate
supplemental agreement to further define the level of service requirements over and
above the minimum defined in the Master Agreement (i.e. invoice requirements,
order requirements, specialized delivery, diversity requirements such as minority
and woman owned businesses, historically underutilized business, governing law,
etc.). ("Supplemental Agreement"). It shall be the responsibility of the Supplier to
comply, when applicable, with the prevailing wage legislation in effect in the
jurisdiction of the Participating Agency. It shall further be the responsibility of the
Supplier to monitor the prevailing wage rates as established by the appropriate
department of labor for any increase in rates during the term of the Master
Agreement and adjust wage rates accordingly. Any supplemental agreement
developed as a result of the Master Agreement is exclusively between the
Participating Agency and the Supplier (Contract Sales are reported to OMNIA
Partners).
Medline agrees to respond to the REP with pricing for UC San Diego, and extend
the pricing to UC Higher Education customers. The product pricing set forth herein
is specific to UC San Diego and UC Higher Education customers, and shall not be
shared with any other parties or potential OMNIA customers.
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All signed Supplemental Agreements and purchase orders issued and accepted by
the Supplier may survive expiration or termination of the Master Agreement.
Participating Agencies' purchase orders may exceed the term of the Master
Agreement if the purchase order is issued prior to the expiration of the Master
Agreement. Supplier is responsible for reporting all sales and paying the applicable
administrative fee for sales that use the Master Agreement as the basis for the
purchase order, even though Master Agreement may have expired.
1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability
through OMNIA Partners' cooperative program:
A. Provide a comprehensive competitively solicited and awarded national
agreement offering the Products covered by this solicitation to Participating
Public Agencies;
B. Establish the Master Agreement as the Supplier's primary go to market strategy
to Public Agencies nationwide;
C. Achieve cost savings for Supplier and Public Agencies through a single
solicitation process that will reduce the Supplier's need to respond to multiple
solicitations and Public Agencies need to conduct their own solicitation
process;
D. Combine the aggregate purchasing volumes of Participating Public Agencies to
achieve cost effective pricing.
Medline agrees to respond to the RFP with pricing for UC San Diego, and extend
the pricing to UC Higher Education customers.
The product pricing set forth herein is specific to UC San Diego and UC Higher
Education customers, and shall not be shared with any other parties or potential
OMNIA customers.
2.0 REPRESENTATIONS AND COVENANTS
As a condition to Supplier entering into the Master Agreement, which would be available
to all Public Agencies, Supplier must make certain representations,warranties and
covenants to both the Principal Procurement Agency and OMNIA Partners designed to
ensure the success of the Master Agreement for all Participating Public Agencies as well
as the Supplier.
2.1 Corporate Commitment
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Supplier commits that (1) the Master Agreement has received all necessary
corporate authorizations and support of the Supplier's executive management, (2)
the Master Agreement is Supplier's primary "go to market" strategy for Public
Agencies, (3) the Master Agreement will be promoted to all Public Agencies,
including any existing customers, and Supplier will transition existing customers,
upon their request, to the Master Agreement, and(4)that the Supplier has read and
agrees to the terms and conditions of the Administration Agreement with OMNIA
Partners and will execute such agreement concurrent with and as a condition of its
execution of the Master Agreement with the Principal Procurement Agency.
Supplier will identify an executive corporate sponsor and a separate national
account manager within the RFP response that will be responsible for the overall
management of the Master Agreement.
Medline agrees to respond to the RFP with pricing for UC San Diego, and extend
the pricing to UC Higher Education customers.
Medline will negotiate with USCD, in good faith, mutually agreeable terms to the
Master Agreement. Medline has provided certain exceptions to the current form
Master Agreement provided by USCD under this RFP.
2.2 Pricing Commitment
Supplier commits the not-to-exceed pricing provided under the Master Agreement
pricing is its lowest available (net to buyer) to Public Agencies nationwide and
further commits that if a Participating Public Agency is eligible for lower pricing
through a national, state,regional or local or cooperative contract,the Supplier will
match such lower pricing to that Participating Public Agency under the Master
Agreement.
Medline's pricing that has been provided to UC San Diego for this proposal, and
extended to UC Higher Education, is dependent on the OMNIA Partners involved
and manufacturer approval of applicable Vizient contracted vendor agreements.
Outside of UC Higher Education,Medline will mutually agree to contracting terms
and conditions with the involved OMNIA Partners customer.
2.3 Sales Commitment
Supplier commits to aggressively market the Master Agreement as its go to market
strategy in this defined sector and that its sales force will be trained, engaged and
committed to offering the Master Agreement to Public Agencies through OMNIA
Partners nationwide. Supplier commits that all Master Agreement sales will be
accurately and timely reported to OMNIA Partners in accordance with the OMNIA
Partners Administration Agreement. Supplier also commits its sales force will be
compensated, including sales incentives, for sales to Public Agencies under the
Master Agreement in a consistent or better manner compared to sales to Public
Agencies if the Supplier were not awarded the Master Agreement.
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Due to previous partnerships across multiple market segments, Medline cannot
support a primary go to market strategy. Medline will work with Omnia to create
a marketing plan, based on customer requests, within the education market.
Medline requires additional information prior to agreeing to the above request.
3.0 SUPPLIER RESPONSE
Supplier must supply the following information in order for the Principal Procurement
Agency to determine Supplier's qualifications to extend the resulting Master Agreement
to Participating Public Agencies through OMNIA Partners.
3.1 Company
A. Brief history and description of Supplier to include experience providing
similar products and services.
As the largest privately held manufacturer and distributor of healthcare
supplies in the United States, Medline is a thriving $13.5 billion (2019
estimated) enterprise and the fastest growing Medical Surgical distributor in
the country. Medline is financially sound, maintaining a Dun & Bradstreet
5A1 rating and has achieved an unprecedented record of 53 years of
consecutive growth. Our continuum of care spans: acute care, higher
education, research, lab, surgery centers, physician offices, long-term care,
and home health/DME dealers. Medline is the only manufacturer and
distributor with market presence within every Healthcare segment bringing
great value to UC San Diego and OMNIA partners.
B. Total number and location of sales persons employed by Supplier.
Medline's sales team has over 1,200 direct sales reps nationwide.
C. Number and location of support centers(if applicable)and location of corporate
office.
Medline currently operates over 50 distribution centers nationally, which
includes Alaska, Hawaii and Puerto Rico. Medline's corporate headquarters is
located at Three Lakes Drive,Northfield IL, 60093.
D. Annual sales for the three previous fiscal years.
Medline's Annual Revenue: 2017 - $10.2B, 2018 - $11.7B, 2019 - $13.8B
a. Submit FEIN and Dunn& Bradstreet report.
Medline's FEIN: 36-2596612
Medline's Dun& Bradstreet Number: 02-546-0908
E. Describe any green or environmental initiatives or policies.
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Medline began its company-wide sustainability initiative nearly 15 years ago
by working to conserve energy and dramatically lower greenhouse emissions
within its own footprint. Medline's commitment to sustainability starts from
the foundation by constructing environmentally friendly buildings to currently
producing green products all while assisting our customers to become more
environmentally conscious. Medline currently has two geothermal facilities,
including our corporate headquarters in Northfield, IL. Additionally, all new
Medline buildings throughout the world are constructed to meet LEED
certification standards. As a distributor who travels more than 11 million
miles a year, we recognize that we can lighten our impact on the earth most
effectively through transportation initiatives. We are a E.P.A. SmartWay®
Transport Carrier Partner, and have set up on-board computers in our fleet of
trucks to optimize fuel efficiency, even going so far as to incentivize our
drivers for higher MPGs by making it a benchmark in their bonus payout. We
reduced our fuel consumption by 12.5 percent through these eco-friendly
initiatives. Understanding that little actions make a big impact, Medline's
"Green Team" captures and evaluates employee ideas and continually looks
for more ways the company can recycle, reduce and reuse.
Additionally, Medline offers a greensmartTM line of products that must qualify
under a strict internal regulatory process to be branded greensmartTM. This
stringent evaluation process for evaluating our environmentally-friendly
requires information regarding the production and manufacturing process, as
well as the product's packaging, use and disposal. Through this "life-cycle"
approach we can provide our customers with environmental metrics that reflect
how they are lightening their impact on the earth, such as landfill diversion,
chemicals removed from the life cycle and gallons of water saved. We believe
that sustainability doesn't start or end with a product. For that reason, Medline
can provide consultative support to help our customers reach their sustainability
goals, when applicable. The consultation is dependent on the goals and needs
of the facility, as well as the alignment of their goals with Medline's
capabilities, but it includes education for staff, assistance with measuring the
impact of their efforts, environmental metrics on using Medline products with
environmental benefits, and marketing support to help hospitals promote their
successes to their community.
F. Describe any diversity programs or partners supplier does business with and
how Participating Agencies may use diverse partners through the Master
Agreement. Indicate how, if at all, pricing changes when using the diversity
program.If there are any diversity programs,provide a list of diversity alliances
and a copy of their certifications.
At Medline, we're committed to developing relationships with small and
diverse suppliers that meet the needs of our customers. Small and diverse
businesses represent a cornerstone of economic development, and our goal is to
strengthen that foundation by providing opportunities for high-quality, diverse
businesses. Our current vendor roster includes small,minority-owned,women-
owned, veteran-owned, service-disabled veteran-owned, and HUBZone
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enterprises. The intent of our Vendor Diversity program is to foster the growth,
sustainability and increased competitiveness of our diverse supplier base.
G. Indicate if supplier holds any of the below certifications in any classified areas
and include proof of such certification in the response:
a. Minority Women Business Enterprise
❑ Yes ®No
If yes, list certifying agency:
b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise
(DBE)
❑ Yes ®No
If yes, list certifying agency:
c. Historically Underutilized Business (HUB)
❑ Yes ®No
If yes, list certifying agency:
d. Historically Underutilized Business Zone Enterprise (HUBZone)
❑ Yes ®No
If yes, list certifying agency:
e. Other recognized diversity certificate holder
❑ Yes ®No
If yes, list certifying agency:
H. List any relationships with subcontractors or affiliates intended to be used when
providing services and identify if subcontractors meet minority-owned
standards. If any, list which certifications subcontractors hold and certifying
agency.
Medline will provide products and services without the use of subcontractors
or affiliates.
I. Describe how supplier differentiates itself from its competitors.
Medline is the largest privately held national manufacturer and distributor of
medical supplies and equipment in the country distributing over 550,000
individual SKUs from over 1,700 vendors; of which Medline manufacturers
150,000 of those products. As a privately held organization, Medline has the
ability to take a quantitative approach to Supply Chain Management and focus
on our customers' needs vs focusing on short-term balance sheet gains. Below
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are a few of the many reasons UC San Diego and OMNIA Partners should feel
confident selecting Medlin as their long-term strategic partner:
• Medline has a flat organizational structure allowing for quick access to
upper management and dedicated account teams across the continuum care to
provide the resources to support our customers.
• Our OneMedline strategy allows Medline to be the only distributor that has
the infrastructure and resources to provide UC San Diego and OMNIA Partners
with market specific representation across the UC San Diego and OMNIA
Partners continuum of care.
• Medline has 50 distribution centers that are built larger than traditional
distribution centers and house 1.6-2.4 months of inventory on hand,MedTrans;
Medline's owned and operated dedicated transportation fleet of over 1000
vehicles enables us to accommodate all of our customer's logistical
requirements providing the highest service and fill-rates in the industry.
• Medline has committed over $1.5 billion in capital investments to our
Supply Chain which include investments in ten Medical Grade DC projects
comprising over 7 million ft2 (as well as new distribution centers underway in
IN, MD, TN, NY, MA, KS, LA and TX with over 8 million sf in new space
going live by 2021 (5M sf net addition to the network).
• Liberal stock policy of aggregated usage of 1/2 case per month or the product
is currently stocked in Medline's DC.
• Value Added Services programs to meet our customers' clinical and supply
chain needs while driving cost and operational inefficiencies out.
• Proprietary internal inventory management solution to help manage out of
stock issues and support spikes in usage. External inventory management
solution utilizing passive RFID technology to reduce obsolescence and expired
product.
• Our online reporting tool,Medline Insight,provides our customers full data
transparency regarding usage, service, and pricing/contracting and our Price
Management Programs helps maintain a best in class price accuracy of 98% or
better for our customers (vs. an industry average of 93%).
J. Describe any present or past litigation, bankruptcy or reorganization involving
supplier.
Medline has litigation typical of a company of its size, none of which will have
an adverse effect on the company or its ability to perform an award pursuant to
this RFP.
K. Felony Conviction Notice: Indicate if the supplier
a. is a publicly held corporation and this reporting requirement is not
applicable;
b. is not owned or operated by anyone who has been convicted of a felony;
or
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c. is owned or operated by and individual(s) who has been convicted of a
felony and provide the names and convictions.
Medline is not owned or operated by anyone who has been convicted of
a felony.
d. Describe any debarment or suspension actions taken against supplier
Medline has not had any debarment or suspension actions taken.
3.2 Distribution,Logistics
A. Each offeror awarded an item under this solicitation may offer their complete
product and service offering/a balance of line. Describe the full line of products
and services offered by supplier.
Medline is the largest privately held national manufacturer and distributor of
medical supplies and equipment in the country distributing over 550,000
individual SKUs from over 1,700 vendors; of which Medline manufacturers
150,000 of those products. Medline currently operates over 50 distribution
centers nationally, which includes Alaska, Hawaii and Puerto Rico. These
distribution centers support Medline's core distribution service of both Bulk
and LUM service to all classes of trade within the continuum of care.
B. Describe how supplier proposes to distribute the products/service nationwide.
Include any states where products and services will not be offered under the
Master Agreement, including U.S. Territories and Outlying Areas.
Medline's distribution centers are capable of supplying products and services
nationwide including Alaska, Hawaii, and Puerto Rico.
C. Describe how Participating Agencies are ensured they will receive the Master
Agreement pricing; include all distribution channels such as direct ordering,
retail or in-store locations, through distributors, etc. Describe how
Participating Agencies verify and audit pricing to ensure its compliance with
the Master Agreement.
Upon mutual agreement Medline's pricing and contracting team will load the
appropriate pricing dependent upon manufacturer approval of applicable
Vizient contracted vendor agreements. The product pricing set forth herein is
specific to UC San Diego and UC Higher Education customers, and shall not
be shared with any other parties or potential OMNIA customers.
D. Identify all other companies that will be involved in processing, handling or
shipping the products/service to the end user.
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Medline will process and ship products via Medline's owned fleet of trucks
and employed drivers (MedTrans). Depending on size of the location and
freight along with proximity to distribution center, Medline could also use a
FedEx or another LTL provider.
E. Provide the number, size and location of Supplier's distribution facilities,
warehouses and retail network as applicable.
Medline currently operates over 50 distribution centers nationally with over 20
million total square feet of space.
3.3 Marketing and Sales
A. Provide a detailed ninety-day plan beginning from award date of the Master
Agreement describing the strategy to immediately implement the Master
Agreement as supplier's primary go to market strategy for Public Agencies to
supplier's teams nationwide, to include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the
public sector go-to-market strategy within first 10 days
ii. Training and education of Supplier's national sales force with
participation from the Supplier's executive leadership, along with the
OMNIA Partners team within first 90 days
Due to various previous partnerships across multiple market segments,
Medline cannot support a primary go to market strategy. Medline will
work with Omnia to create a detailed plan,based on customer request,
within the public sector and education market.
Medline requires additional information prior to agreeing to the above
request.
B. Provide a detailed ninety-day plan beginning from award date of the Master
Agreement describing the strategy to market the Master Agreement to current
Participating Public Agencies, existing Public Agency customers of Supplier,
as well as to prospective Public Agencies nationwide immediately upon award,
to include,but not limited to:
i. Creation and distribution of a co-branded press release to trade
publications
ii. Announcement, Master Agreement details and contact information
published on the Supplier's website within first 90 days
iii. Design, publication and distribution of co-branded marketing materials
within first 90 days
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iv. Commitment to attendance and participation with OMNIA Partners at
national (i.e. NIGP Annual Forum,NPI Conference, etc.), regional (i.e.
Regional NIGP Chapter Meetings,Regional Cooperative Summits,etc.)
and supplier-specific trade shows,conferences and meetings throughout
the term of the Master Agreement
V. Commitment to attend, exhibit and participate at the NIGP Annual
Forum in an area reserved by OMNIA Partners for partner suppliers.
Booth space will be purchased and staffed by Supplier. In addition,
Supplier commits to provide reasonable assistance to the overall
promotion and marketing efforts for the NIGP Annual Forum, as
directed by OMNIA Partners.
vi. Design and publication of national and regional advertising in trade
publications throughout the term of the Master Agreement
vii. Ongoing marketing and promotion of the Master Agreement throughout
its term(case studies, collateral pieces,presentations, promotions, etc.)
viii. Dedicated OMNIA Partners internet web-based homepage on
Supplier's website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between Principal
Procurement Agency and Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners'web site including the online
registration page;
• A dedicated toll-free number and email address for OMNIA
Partners
Medline requires additional information prior to agreeing to the above request.
C. Describe how Supplier will transition any existing Public Agency customers'
accounts to the Master Agreement available nationally through OMNIA
Partners. Include a list of current cooperative contracts (regional and national)
Supplier holds and describe how the Master Agreement will be positioned
among the other cooperative agreements.
Medline requires additional information prior to providing the above request.
D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and
agrees to provide permission for reproduction of such logo in marketing
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communications and promotions. Acknowledge that use of OMNIA Partners
logo will require permission for reproduction, as well.
Medline requires additional information regarding the terms of the logo use.
E. Confirm Supplier will be proactive in direct sales of Supplier's goods and
services to Public Agencies nationwide and the timely follow up to leads
established by OMNIA Partners. All sales materials are to use the OMNIA
Partners logo. At a minimum, the Supplier's sales initiatives should
communicate:
i. Master Agreement was competitively solicited and publicly awarded by
a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive
Medline requires additional information.
F. Confirm Supplier will train its national sales force on the Master Agreement.
At a minimum, sales training should include:
i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii. Awareness of the range of Public Agencies that can utilize the Master
Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts
Medline's sales team will be knowledgeable of the above aspects of a future
agreement.
G. Provide the name, title, email and phone number for the person(s),who will be
responsible for:
i. Executive Support
Carrie Neault—VP, Higher Education and Research
949-599-8504
CNeault@medline.com
ii. Marketing
Stephanie Pasko-Nelson—Director of Marketing,Higher Education and
Research
847-837-2814
SPasko@medline.com
iii. Sales
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Carrie Neault—VP, Higher Education and Research
949-599-8504
CNeault@medline.com
iv. Sales Support
Carrie Neault—VP, Higher Education and Research
949-599-8504
CNeault@medline.com
V. Financial Reporting:
Georgia Higgins—Account Receiving Supervisor
224-931-1103
GHiggins@medline.com
vi. Accounts Payable
Georgia Higgins—Account Receiving Supervisor
224-931-1103
GHiggins@medline.com
vii. Contracts
Patrick Christian—Director of Contract Sales Admin
PChristian@medline.com
Medline can provide additional information upon completion of the
Master Agreement.
H. Describe in detail how Supplier's national sales force is structured, including
contact information for the highest-level executive in charge of the sales team.
Medline structures their sales force to cover all classes of trade along the
continuum of care along with additional resources to supplement products and
operational needs. OMNIA Partners can utilize Carrie Neault as a point of
contact.
Medline currently employs over 1200 outside sales people within the United
States across our continuum of care. Medline also employs 70 dedicated
Education& Research sales representatives. This team is supported by a team
of 12 National Accounts Executives, 30 laboratory specialists, 8 dedicated
customer support members, 2 athletics specialists, and 4 Senior Vice
Presidents of sales.
I. Explain in detail how the sales teams will work with the OMNIA Partners team
to implement, grow and service the national program.
Medline would require additional information from OMNIA Partners.
J. Explain in detail how Supplier will manage the overall national program
throughout the term of the Master Agreement, including ongoing coordination
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of marketing and sales efforts,timely new Participating Public Agency account
set-up, timely contract administration, etc.
Medline would require additional information from OMNIA Partners.
K. State the amount of Supplier's Public Agency sales for the previous fiscal year.
Provide a list of Supplier's top 10 Public Agency customers,the total purchases
for each for the previous fiscal year along with a key contact for each.
N/A. Medline is a privately held organization.
L. Describe Supplier's information systems capabilities and limitations regarding
order management through receipt of payment, including description of
multiple platforms that may be used for any of these functions.
Medline's online catalog, Medline.com, is fully integrated into our SAP ERP
system to provide real time order tracking and status. Medline.com also
provides the following:
• Catalog displays customer specific pricing (including visibility to contract
information) and real-time stock status.
• Visibility to all orders and invoice activity for a customer.
• Delivery information for all orders, including shipment dates and carriers.
• Ability to re-print and/or e-mail pack slips.
• All invoices are available on-line for viewing, printing and e-mailing.
• Order Templates can be created to speed the re-order process.
• Medline.com supports all cXML transaction sets for catalog punch-out
processes.
Medline is a certified electronic trading partner in the leading provider
platforms and is a fully integrated supplier with GHX with the ability to support
all EDI transactions. Medline also supports EDI direct entry through a Sterling
Commerce ftp mail-slot or using an AS2 compatible solution to Medline's AS2
hub. Overall,Medline has the ability to transact with all EDI transactions which
include:
• 810—Invoice
• 832—Price Catalog
• 850—Purchase Order
• 855 —PO Confirmation
• 820—Payment Remittance Advice
• 856—Advance Ship Notice
• 997—Functional Acknowledgement
M. Provide the Contract Sales (as defined in Section 10 of the OMNIA Partners
Administration Agreement) that Supplier will guarantee each year under the
Master Agreement for the initial three years of the Master Agreement
("Guaranteed Contract Sales").
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$ in year one
$ in year two
$ in year three
To the extent Supplier guarantees minimum Contract Sales, the
administration fee shall be calculated based on the greater of the actual
Contract Sales and the Guaranteed Contract Sales.
Contract sales are based upon UC sales and anticipated growth rate
trajectory and thus cannot be not guaranteed.
N. Even though it is anticipated many Public Agencies will be able to utilize the
Master Agreement without further formal solicitation, there may be
circumstances where Public Agencies will issue their own solicitations. The
following options are available when responding to a solicitation for Products
covered under the Master Agreement.
i. Respond with Master Agreement pricing (Contract Sales reported
to OMNIA Partners).
ii. If competitive conditions require pricing lower than the standard
Master Agreement not-to-exceed pricing, Supplier may respond
with lower pricing through the Master Agreement. If Supplier is
awarded the contract, the sales are reported as Contract Sales to
OMNIA Partners under the Master Agreement.
iii. Respond with pricing higher than Master Agreement only in the
unlikely event that the Public Agency refuses to utilize Master
Agreement(Contract Sales are not reported to OMNIA Partners).
iv. If alternative or multiple proposals are permitted, respond with
pricing higher than Master Agreement, and include Master
Agreement as the alternate or additional proposal.
Detail Supplier's strategies under these options when responding to a solicitation.
Due to previous partnerships across multiple market segments, Medline cannot
mandate a primary go to market strategy. Medline will work with Omnia, where
applicable, to create a marketing and pricing plan based on customer requests
within the education market.
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EXHIBIT F
FEDERAL FUNDS CERTIFICATIONS
FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
TO WHOM IT MAY CONCERN:
Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be
completed and returned.
DEFINITIONS
Contract means a legal instrument by which a non—Federal entity purchases property or services needed to carry out the project
or program under a Federal award. The term as used in this part does not include a legal instrument, even if the non—Federal
entity considers it a contract,when the substance of the transaction meets the definition of a Federal award or subaward
Contractor means an entity that receives a contract as defined in Contract.
Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or pass-through
entity and a non—Federal entity that,consistent with 31 U.S.C.6302-6305:
(a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal
awarding agency or pass-through entity to the non—Federal entity to carry out a public purpose authorized by a law of
the United States (see 31 U.S.C. 6101(3)); and not to acquire property or services for the Federal government or
pass-through entity's direct benefit or use;
(b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency
or pass-through entity and the non—Federal entity in carrying out the activity contemplated by the Federal award.
(c)The term does not include:
(1)A cooperative research and development agreement as defined in 15 U.S.C. 3710a;or
(2)An agreement that provides only:
(i) Direct United States Government cash assistance to an individual;
(ii)A subsidy;
(iii)A loan;
(iv)A loan guarantee;or
(v) Insurance.
Federal awarding agency means the Federal agency that provides a Federal award directly to a non—Federal entity
Federal award has the meaning,depending on the context, in either paragraph(a)or(b)of this section:
(a)(1)The Federal financial assistance that a non—Federal entity receives directly from a Federal awarding agency or
indirectly from a pass-through entity,as described in§200.101 Applicability;or
(2) The cost-reimbursement contract under the Federal Acquisition Regulations that a non—Federal entity
receives directly from a Federal awarding agency or indirectly from a pass-through entity,as described in§
200.101 Applicability.
(b) The instrument setting forth the terms and conditions. The instrument is the grant agreement, cooperative
agreement,other agreement for assistance covered in paragraph (b)of§200.40 Federal financial assistance,or the
cost-reimbursement contract awarded under the Federal Acquisition Regulations.
(c) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a
contractor or a contract to operate Federal government owned,contractor operated facilities(GOCOs).
(d)See also definitions of Federal financial assistance,grant agreement,and cooperative agreement.
Non—Federal entity means a state,local government,Indian tribe,institution of higher education(IHE),or nonprofit organization
that carries out a Federal award as a recipient or subrecipient.
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Nonprofit organization means any corporation,trust,association,cooperative,or other organization, not including IHEs,that:
(a) Is operated primarily for scientific,educational,service,charitable,or similar purposes in the public interest;
(b) Is not organized primarily for profit;and
(c)Uses net proceeds to maintain, improve, or expand the operations of the organization.
Obligations means, when used in connection with a non—Federal entity's utilization of funds under a Federal award, orders
placed for property and services, contracts and subawards made, and similar transactions during a given period that require
payment by the non—Federal entity during the same or a future period.
Pass-through entity means a non—Federal entity that provides a subaward to a subrecipient to carry out part of a Federal
program.
Recipient means a non—Federal entity that receives a Federal award directly from a Federal awarding agency to carry out an
activity under a Federal program.The term recipient does not include subrecipients.
Simplified acquisition threshold means the dollar amount below which a non—Federal entity may purchase property or
services using small purchase methods. Non—Federal entities adopt small purchase procedures in order to expedite the
purchase of items costing less than the simplified acquisition threshold.The simplified acquisition threshold is set by the Federal
Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions)and in accordance with 41 U.S.C. 1908.As of the publication of this
part,the simplified acquisition threshold is$250,000, but this threshold is periodically adjusted for inflation. (Also see definition
of§200.67 Micro-purchase.)
Subaward means an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal
award received by the pass-through entity. It does not include payments to a contractor or payments to an individual that is a
beneficiary of a Federal program.A subaward may be provided through any form of legal agreement, including an agreement
that the pass-through entity considers a contract.
Subrecipient means a non—Federal entity that receives a subaward from a pass-through entity to carry out part of a Federal
program;but does not include an individual that is a beneficiary of such program.A subrecipient may also be a recipient of other
Federal awards directly from a Federal awarding agency.
Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of
performance.
The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any
purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases,
awarded by the Participating Agency and the Participating Agency's subcontractors shall contain the procurement provisions of
Appendix II to Part 200,as applicable.
APPENDIX II TO 2 CFR PART 200
(A)Contracts for more than the simplified acquisition threshold currently set at$250,000,which is the inflation adjusted
amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council
(Councils) as authorized by 41 U.S.C. 1908, must address administrative,contractual, or legal remedies in instances
where contractors violate or breach contract terms,and provide for such sanctions and penalties as appropriate.
Pursuant to Federal Rule (A)above,when a Participating Agency expends federal funds, the Participating Agency reserves all
rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract
by either party.
Does offeror agree?YES CP Initials of Authorized Representative of
offeror
(B)Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be
effected and the basis for settlement.(All contracts in excess of$10,000)
Pursuant to Federal Rule(B)above,when a Participating Agency expends federal funds,the Participating Agency reserves the
right to immediately terminate any agreement in excess of$10,000 resulting from this procurement process in the event of a
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breach or default of the agreement by Offeror as detailed in the terms of the contract.
Does offeror agree? YES CP Initials of Authorized Representative of
offeror
(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the
definition of"federally assisted construction contract'in 41 CFR Part 60-1.3 must include the equal opportunity clause
provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30
CFR 12319, 12935,3 CFR Part, 1964-1965 Comp., p. 339),as amended by Executive Order 11375, "Amending Executive
Order 11246 Relating to Equal Employment Opportunity,"and implementing regulations at 41 CFR part 60, "Office of
Federal Contract Compliance Programs,Equal Employment Opportunity,Department of Labor."
Pursuant to Federal Rule(C) above,when a Participating Agency expends federal funds on any federally assisted construction
contract,the equal opportunity clause is incorporated by reference herein.
Does offeror agree to abide by the above? YES CP Initials of Authorized Representative of offeror
(D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime
construction contracts in excess of$2,000 awarded by non-Federal entities must include a provision for compliance
with the Davis-Bacon Act(40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations
(29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction").In accordance with the statute, contractors must be required to pay wages to laborers and mechanics
at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In
addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a
copy of the current prevailing wage determination issued by the Department of Labor in each solicitation.The decision
to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non
- Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must
also include a provision for compliance with the Copeland "Anti-Kickback"Act (40 U.S.C. 3145), as supplemented by
Department of Labor regulations(29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or
subrecipient must be prohibited from inducing,by any means,any person employed in the construction,completion,or
repair of public work,to give up any part of the compensation to which he or she is otherwise entitled.The non-Federal
entity must report all suspected or reported violations to the Federal awarding agency.
Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all
contracts and subgrants for construction or repair,offeror will be in compliance with all applicable Davis-Bacon Act provisions.
Does offeror agree?YES CP Initials of Authorized Representative of offeror
(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708).Where applicable, all contracts awarded by
the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a
provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations(29 CFR
Part 5).Under 40 U.S.C.3702 of the Act,each contractor must be required to compute the wages of every mechanic and
laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible
provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all
hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction
work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions
which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or
materials or articles ordinarily available on the open market, or contracts for transportation or transmission of
intelligence.
Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in
compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for
all contracts by Participating Agency resulting from this procurement process.
Does offeror agree? YES CP Initials of Authorized Representative of offeror
(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding
agreement' under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small
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business firm or nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must
comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small
Business Firms Under Government Grants,Contracts and Cooperative Agreements,"and any implementing regulations
issued by the awarding agency.
Pursuant to Federal Rule (F) above,when federal funds are expended by Participating Agency, the offeror certifies that during
the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to
comply with all applicable requirements as referenced in Federal Rule(F)above.
Does offeror agree? YES CP Initials of Authorized Representative of offeror
(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as
amended—Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non-
Federal award to agree to comply with all applicable standards,orders or regulations issued pursuant to the Clean Air
Act(42 U.S.C. 7401-7671q)and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387).Violations
must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency
(EPA)
Pursuant to Federal Rule(G)above,when federal funds are expended by Participating Agency,the offeror certifies that during
the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror
agrees to comply with all applicable requirements as referenced in Federal Rule(G)above.
Does offeror agree? YES CP Initials of Authorized Representative of offeror
(H)Debarment and Suspension(Executive Orders 12549 and 12689)—A contract award(see 2 CFR 180.220)must not be
made to parties listed on the government wide exclusions in the System for Award Management(SAM),in accordance
with the Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 180 that
implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235),
"Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise
excluded by agencies,as well as parties declared ineligible under statutory or regulatory authority otherthan Executive
Order 12549.
Pursuant to Federal Rule(H) above,when federal funds are expended by Participating Agency,the offeror certifies that during
the term of an award for all contracts by Participating Agency resulting from this procurement process,the offeror certifies that
neither it nor its principals is presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded
from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals
becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any
federal department or agency,the offeror will notify the Participating Agency.
Does offeror agree? YES CP Initials of Authorized Representative of offeror
(1) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000
must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee
of any agency,a member of Congress, officer or employee of Congress, or an employee of a member of Congress in
connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must
also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.
Such disclosures are forwarded from tier to tier up to the non-Federal award.
Pursuant to Federal Rule (1) above, when federal funds are expended by Participating Agency, the offeror certifies that during
the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement
process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment(31
U.S.C. 1352). The undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned,to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress,
or an employee of a Member of Congress in connection with the awarding of a Federal contract,the making of a Federal grant,
the making of a Federal loan,the entering into a cooperative agreement,and the extension,continuation, renewal,amendment,
or modification of a Federal contract,grant,loan,or cooperative agreement.
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(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or
attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress,
or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement,the undersigned shall
complete and submit Standard Form-LLL,"Disclosure Form to Report Lobbying",in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all covered
sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose
accordingly.
Does offeror agree? YES CP Initials of Authorized Representative of offeror
RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS
When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror
certifies that it will comply with the record retention requirements detailed in 2 CFR§200.333.The offeror further certifies that
offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees
submit final expenditure reports or quarterly or annual financial reports,as applicable,and all other pending matters are closed.
Does offeror agree? YES CP Initials of Authorized Representative of offeror
CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT
When Participating Agency expends federal funds for any contract resulting from this procurement process,offeror certifies that
it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy
conservation plan issued in compliance with the Energy Policy and Conservation Act(42 U.S.C.6321 et seq.;49 C.F.R.Part 18).
Does offeror agree? YES CP Initials of Authorized Representative of offeror
CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS
To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration,or Federal Transit
Administration funds,offeror certifies that its products comply with all applicable provisions of the Buy America Act and
agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon
request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling
for free and open competition.
Does offeror agree? YES CP Initials of Authorized Representative of offeror
CERTIFICATION OF ACCESS TO RECORDS—2 C.F.R.§200.336
Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any
documents, papers, or other records of offeror that are pertinent to offeror's discharge of its obligations under the Contract for
the purpose of making audits, examinations,excerpts, and transcriptions.The right also includes timely and reasonable access
to offeror's personnel for the purpose of interview and discussion relating to such documents.
Does offeror agree? YES CP Initials of Authorized Representative of offeror
CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.
Does offeror agree? YES CP Initials of Authorized Representative of offeror
Offeror agrees to comply with all federal,state,and local laws,rules,regulations and ordinances,as applicable.It is
further acknowledged that offeror certifies compliance with all provisions,laws,acts,regulations,etc.as
specifically noted above.
Offeror's Name: Medline Industries, Inc.
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Address,City,State,and Zip Code:
Three Lakes Drive. Northfield, IL 60093
Phone Number:800-633-5463 Fax Number:
847-949-2497
Printed Name and Title of Authorized
Representative:Chris Powers VP of
Government Sales
Email Address:
govbids@medline.com
Signature of Authorized Representative: Date: 2/12/2021
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FEMA SPECIAL CONDITIONS
Awarded Supplier(s) may need to respond to events and losses where products and services are needed
for the immediate and initial response to emergency situations such as, but not limited to, water damage,
fire damage, vandalism cleanup, biohazard cleanup, sewage decontamination, deodorization, and/or wind
damage during a disaster or emergency situation. By submitting a proposal,the Supplier is accepted these
FEMA Special Conditions required by the Federal Emergency Management Agency(FEMA).
"Contract" in the below pages under FEMA SPECIAL CONDITIONS is also referred to and defined as the
"Master Agreement".
"Contractor" in the below pages under FEMA SPECIAL CONDITIONS is also referred to and defined as
"Supplier" or"Awarded Supplier".
Conflicts of Interest
No employee, officer, or agent may participate in the selection, award, or administration of a contract
supported by a FEMA award if he or she has a real or apparent conflict of interest. Such a conflict would
arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner,
or an organization which employs or is about to employ any of these parties, has a financial or other interest
in or a tangible personal benefit from a firm considered for award. 2 C.F.R. § 200.318(c)(1); See also
Standard Form 424D, ¶ 7; Standard Form 424B, 13. i. FEMA considers a "financial interest" to be the
potential for gain or loss to the employee, officer, or agent, any member of his or her immediate family, his
or her partner, or an organization which employs or is about to employ any of these parties as a result of
the particular procurement. The prohibited financial interest may arise from ownership of certain financial
instruments or investments such as stock, bonds, or real estate, or from a salary, indebtedness,job offer,
or similar interest that might be affected by the particular procurement. ii. FEMA considers an "apparent"
conflict of interest to exist where an actual conflict does not exist, but where a reasonable person with
knowledge of the relevant facts would question the impartiality of the employee, officer, or agent
participating in the procurement. c. Gifts. The officers, employees, and agents of the Participating Public
Agency nor the Participating Public Agency ("NFE") must neither solicit nor accept gratuities, favors, or
anything of monetary value from contractors or parties to subcontracts. However, NFE's may set standards
for situations in which the financial interest is de minimus, not substantial, or the gift is an unsolicited item
of nominal value. 2 C.F.R. § 200.318(c)(1). d. Violations. The NFE's written standards of conduct must
provide for disciplinary actions to be applied for violations of such standards by officers, employees, or
agents of the NFE. 2 C.F.R. § 200.318(c)(1). For example, the penalty for a NFE's employee may be
dismissal, and the penalty for a contractor might be the termination of the contract.
Contractor Integrity
A contractor must have a satisfactory record of integrity and business ethics. Contractors that are debarred
or suspended as described in Chapter III, ¶ 6.d must be rejected and cannot receive contract awards at
any level.
Public Policy
A contractor must comply with the public policies of the Federal Government and state, local government,
or tribal government. This includes, among other things, past and current compliance with the:
a. Equal opportunity and nondiscrimination laws
b. Five affirmative steps described at 2 C.F.R. §200.321(b)for all subcontracting under contracts supported
by FEMA financial assistance; and FEMA Procurement Guidance June 21, 2016 Page IV- 7
c. Applicable prevailing wage laws, regulations, and executive orders
Affirmative Steps
For any subcontracting opportunities, Contractor must take the following Affirmative steps:
1. Placing qualified small and minority businesses and women's business enterprises on solicitation
lists;
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2. Assuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources;
3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit
maximum participation by small and minority businesses, and women's business enterprises;
4. Establishing delivery schedules, where the requirement permits, which encourage participation by
small and minority businesses, and women's business enterprises; and
5. Using the services and assistance, as appropriate, of such organizations as the Small Business
Administration and the Minority Business Development Agency of the Department of Commerce.
Prevailing Wage Requirements
When applicable,the awarded Contractor(s)and any and all subcontractor(s)agree to comply with all laws
regarding prevailing wage rates including the Davis-Bacon Act, applicable to this solicitation and/or
Participating Public Agencies. The Participating Public Agency shall notify the Contractor of the applicable
pricing/prevailing wage rates and must apply any local wage rates requested. The Contractor and any
subcontractor(s) shall comply with the prevailing wage rates set by the Participating Public Agency.
Federal Requirements
If products and services are issued in response to an emergency or disaster recovery the items below,
located in this FEMA Special Conditions section of the Federal Funds Certifications, are activated and
required when federal funding may be utilized.
2 C.F.R. 4 200.326 and 2 C.F.R. Part 200, Appendix II, Required Contract Clauses
1. Termination for Convenience:
The right to terminate this Contract for the convenience of the Participating Public Agency is retained by
the Participating Public Agency. In the event of a termination for convenience by the Participating Public
Agency, the Participating Public Agency shall, at least ten (10) calendar days in advance, deliver written
notice of the termination for convenience to Contractor. Upon Contractor's receipt of such written notice,
Contractor immediately shall cease the performance of the Work and shall take reasonable and appropriate
action to secure and protect the Work then in place. Contractor shall then be paid by the Participating Public
Agency, in accordance with the terms and provisions of the Contract Documents, an amount not to exceed
the actual labor costs incurred, the actual cost of all materials installed and the actual cost of all materials
stored at the project site or away from the project site, as approved in writing by the Participating Public
Agency but not yet paid for and which cannot be returned, and actual, reasonable and documented
demobilization costs, if any, paid by Contractor and approved by the Participating Public Agency in
connection with the Scope of Work in place which is completed as of the date of termination by the
Participating Public Agency and that is in conformance with the Contract Documents, less all amounts
previously paid for the Work. No amount ever shall be owed or paid to Contractor for lost or anticipated
profits on any part of the Scope of Work not performed or for consequential damages of any kind.
2. Equal Employment Opportunity:
The Participating Public Agency highly encourages Contractors to implement Affirmative Action practices
in their employment programs. This means Contractor should not discriminate against any employee or
applicant for employment because of race, color, religion, sex, pregnancy, sexual orientation, political belief
or affiliation, age, disability or genetic information.
During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race,
color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative
action to ensure that applicants are employed, and that employees are treated during employment, without
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regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action
shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment
or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided by the contracting officer setting forth
the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the
contractor, state that all qualified applicants will receive consideration for employment without regard to
race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant
for employment because such employee or applicant has inquired about, discussed, or disclosed the
compensation of the employee or applicant or another employee or applicant. This provision shall not apply
to instances in which an employee who has access to the compensation information of other employees or
applicants as a part of such employee's essential job functions discloses the compensation of such other
employees or applicants to individuals who do not otherwise have access to such information, unless such
disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding,
hearing, or action, including an investigation conducted by the employer, or is consistent with the
contractor's legal duty to furnish information.
(4)The contractor will send to each labor union or representative of workers with which it has a collective
bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting
officer, advising the labor union or workers' representative of the contractor's commitments under section
202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous
places available to employees and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of
the rules, regulations, and relevant orders of the Secretary of Labor.
(6)The contractor will furnish all information and reports required by Executive Order 11246 of September
24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will
permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor
for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(7) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or
with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in
whole or in part and the contractor may be declared ineligible for further Government contracts in
accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24,
1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8)The contractor will include the provisions of paragraphs(1)through (8) in every subcontract or purchase
order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section
204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase
order as may be directed by the Secretary of Labor as a means of enforcing such provisions including
sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or
is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may
request the United States to enter into such litigation to protect the interests of the United States.
3. "During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. The
contractor will take affirmative action to ensure that applicants are employed, and
that employees are treated during employment without regard to their race, color,
religion, sex, or national origin. Such action shall include, but not be limited to the
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following: Employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The
contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided setting forth the provisions of
this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by
or on behalf of the contractor, state that all qualified applicants will receive
considerations for employment without regard to race, color, religion, sex, or
national origin.
(3) The contractor will send to each labor union or representative of workers with
which he has a collective bargaining agreement or other contract or
understanding, a notice to be provided advising the said labor union or workers'
representatives of the contractor's commitments under this section, and shall post
copies of the notice in conspicuous places available to employees and applicants
for employment.
(4) The contractor will comply with all provisions of Executive Order 11246 of
September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.
(5) The contractor will furnish all information and reports required by Executive Order
11246 of September 24, 1965, and by rules, regulations, and orders of the
Secretary of Labor, or pursuant thereto, and will permit access to his books,
records, and accounts by the administering agency and the Secretary of Labor
for purposes of investigation to ascertain compliance with such rules,regulations,
and orders.
(6) In the event of the contractor's noncompliance with the nondiscrimination clauses
of this contract or with any of the said rules, regulations, or orders, this contract
may be canceled,terminated, or suspended in whole or in part and the contractor
may be declared ineligible for further Government contracts or federally assisted
construction contracts in accordance with procedures authorized in Executive
Order 11246 of September 24, 1965, and such other sanctions as may be
imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided bylaw.
(7) The contractor will include the portion of the sentence immediately preceding
paragraph (1) and the provisions of paragraphs (1) through (7) in every
subcontract or purchase order unless exempted by rules, regulations,or orders of
the Secretary of Labor issued pursuant to section 204 of Executive Order 11246
of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The contractor will take such action with respect to any
subcontract or purchase order as the administering agency may direct as a means
of enforcing such provisions, including sanctions for noncompliance: Provided,
however, That in the event a contractor becomes involved in, or is threatened
with, litigation with a subcontractor or vendor as a result of such direction by the
administering agency the contractor may request the United States to enter into
such litigation to protect the interests of the United States."
4. Davis Bacon Act and Copeland Anti-KickbackAct.
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a. Applicability of Davis-Bacon Act. The Davis-Bacon Act only applies to the emergency
Management Preparedness Grant Program, Homeland Security Grant Program,
Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port
Security Grant Program, and Transit Security Grant Program. It does not angly to
other FEMA grant and cooperative agreement rg_ograms. including the Public
Assistance Program.
b. All prime construction contracts in excess of$2,000 awarded by non-Federal entities
must include a provision for compliance with the Davis-Bacon Act(40 U.S.C. §§ 3141-
3144 and 3146-3148) as supplemented by Department of Labor regulations at 29
C.F.R. Part 5(Labor Standards Provisions Applicable to Contracts Covering Federally
Financed and Assisted Construction)). See 2 C.F.R. Part 200, Appendix II, ¶D.
c. In accordance with the statute, contractors must be required to pay wages to laborers
and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition, contractors must be
required to pay wages not less than once aweek.
d. The non-Federal entity must place a copy of the current prevailing wage determination
issued by the Department of Labor in each solicitation. The decision to award a
contract or subcontract must be conditioned upon the acceptance of the wage
determination. The non-Federal entity must report all suspected or reported violations
to the Federal awarding agency.
e. In contracts subject to the Davis-Bacon Act,the contracts must also include a provision
for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as
supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors
and Subcontractors on Public Building or Public Work Financed in Whole or in Part by
Loans or Grants from the United States). The Copeland Anti- Kickback Act provides
that each contractor or subrecipient must be prohibited from inducing, by any means,
any person employed in the construction, completion, or repair of public work, to give
up any part of the compensation to which he or she is otherwise entitled. The non-
Federal entity must report all suspected or reported violations to FEMA.
f. The regulation at 29 C.F.R.§5.5(a)does provide the required contract clause that applies
to compliance with both the Davis-Bacon and Copeland Acts. However, as discussed in
the previous subsection, the Davis-Bacon Act does not apply to Public Assistance
recipients and subrecipients. In situations where the Davis-Bacon Act does not apply.
neither does the Copeland "Anti-Kickback Act." However, for purposes of grant
programs where both clauses do apply, FEMA requires the following contractclause:
"Compliance with the Copeland "Anti-Kickback"Act.
(1) Contractor. The contractor shall comply with 18 U.S.C. § 874, 40U.S.C. § 3145,
and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are
incorporated by reference into this contract.
(2) Subcontracts.The contractor or subcontractor shall insert in any subcontracts the
clause above and such other clauses as the FEMA may by appropriate
instructions require, and also a clause requiring the subcontractors to include
these clauses in any lower tier subcontracts. The prime contractor shall be
responsible for the compliance by any subcontractor or lower tier subcontractor
with all of these contract clauses
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(3) Breach. A breach of the contract clauses above may be grounds for termination
of the contract, and for debarment as a contractor and subcontractor as provided
in 29 C.F.R. §5.12."
5. Contract Work Hours and SafetyStandards Act.
a. Applicability: This requirement applies to all FEMA grant and cooperative
agreement programs.
b. Where applicable (see 40 U.S.C. § 3701), all contracts awarded by the non-Federal entity
in excess of$100,000 that involve the employment of mechanics or laborers must include
a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by
Department of Labor regulations at 29 C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix II,
¶E.
c. Under40 U.S.C.§3702, each contractor must be required to compute the wages of every
mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess
of the standard work week is permissible provided that the worker is compensated at a
rate of not less than one and a half times the basic rate of pay for all hours worked in
excess of 40 hours in the workweek.
d. The requirements of 40 U.S.C. §3704 are applicable to construction work and provide
that no laborer or mechanic must be required to work in surroundings or under working
conditions which are unsanitary, hazardous or dangerous.These requirements do not
apply to the purchases of supplies or materials or articles ordinarily available on the
open market, or contracts for transportation or transmission of intelligence.
e. The regulation at 29 C.F.R. § 5.5(b) provides the required contract clause concerning
compliance with the Contract Work Hours and Safety Standards Act:
"Compliance with the Contract Work Hours and Safety Standards Act.
(1) Overtime requirements. No contractor or subcontractor contracting for any part
of the contract work which may require or involve the employment of laborers
or mechanics shall require or permit any such laborer or mechanic in any
workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and one-half times the basic rate of
pay for all hours worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any
violation of the clause set forth in paragraph (1) of this section the contractor
and any subcontractor responsible therefor shall be liable for the unpaid wages.
In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or
a territory, to such District or to such territory), for liquidated damages. Such
liquidated damages shall be computed with respect to each individual laborer
or mechanic, including watchmen and guards, employed in violation of the
clause set forth in paragraph (1) of this section, in the sum of $10 for each
calendar day on which such individual was required or permitted to work in
excess of the standard workweek of forty hours without payment of the overtime
wages required by the clause set forth in paragraph (1)of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name
of the Federal agency or the loan or grant recipient) shall upon its own action
or upon written request of an authorized representative of the Department of
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Labor withhold or cause to be withheld, from any moneys payable on account
of work performed by the contractor or subcontractor under any such contract
or any other Federal contract with the same prime contractor, or any other
federally-assisted contract subject to the Contract Work Hours and Safety
Standards Act, which is held by the same prime contractor, such sums as may
be determined to be necessary to satisfy any liabilities of such contractor or
subcontractor for unpaid wages and liquidated damages as provided in the
clause set forth in paragraph (2)of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts
the clauses set forth in paragraph (1) through (4) of this section and also a
clause requiring the subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in
paragraphs (1)through (4)of this section."
6. Rights to Inventions Made Under a Contractor Agreement.
a. Stafford Act Disaster Grants. This requirement does not apply to the Public
Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant
Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case
Management Grant Program, and Federal Assistance to Individuals and Households —
Other Needs Assistance Grant Program, as
FEMA awards under these programs do not meet the definition of"funding agreement."
b. If the FEMA award meets the definition of"funding agreement' under 37 C.F.R.§401.2(a)
and the non-Federal entity wishes to enter into a contract with a small business firm or
nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that "funding agreement," the non-
Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under Government
Grants, Contracts and Cooperative Agreements), and any implementing regulations issued
by FEMA. See 2 C.F.R. Part 200, Appendix ll, ¶F.
c. The regulation at 37 C.F.R. § 401.2(a) currently defines "funding agreement' as any
contract, grant, or cooperative agreement entered into between any Federal agency, other
than the Tennessee Valley Authority, and any contractor for the performance of
experimental, developmental, or research work funded in whole or in part by the Federal
government.This term also includes any assignment,substitution of parties,or subcontract
of any type entered into for the performance of experimental, developmental, or research
work under a funding agreement as defined in the first sentence of this paragraph.
7. Clean Air Act and the Federal Water Pollution Control Act. Contracts of amounts in excess of
$150,000 must contain a provision that requires the contractor to agree to comply with all applicable
standards, orders, or regulations issued pursuant to the Clean Air Act(42 U.S.C.§§ 7401-7671 q) and
the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251-1387). Violations must be
reported to FEMA and the Regional Office of the Environmental Protection Agency. See 2 C.F.R. Part
200, Appendix II, ¶G.
a. The following provides a sample contract clause concerning compliance for contracts of
amounts in excess of$150,000:
"Clean Air Act
(1) The contractor agrees to comply with all applicable standards, orders or regulations
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issued pursuant to the Clean Air Act, as amended, 42 U.S.C.§ 7401 et seq.
(2) The contractor agrees to report each violation to the (name of the state agency or
local or Indian tribal government) and understands and agrees that the (name of the
state agency or local or Indian tribal government)will, in turn, report each violation as
required to assure notification to the (name of recipient), Federal Emergency
Management Agency,and the appropriate Environmental Protection Agency Regional
Office.
(3) The contractor agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FEMA.
Federal Water Pollution Control Act
(1) The contractor agrees to comply with all applicable standards,orders or regulations
issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.
1251 etseq.
(2) The contractor agrees to report each violation to the (name of the state agency or
local or Indian tribal government) and understands and agrees that the (name of
the state agency or local or Indian tribal government) will, in turn, report each
violation as required to assure notification to the (name of recipient), Federal
Emergency Management Agency, and the appropriate Environmental Protection
Agency Regional Office.
(3) The contractor agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in partwith Federal assistance provided by FEMA."
8. Debarment and Suspension.
a. Applicability: This requirement applies to all FEMA grant and cooperative agreement
programs.
b. Non-federal entities and contractors are subject to the debarment and suspension
regulations implementing Executive Order 12549, Debarment and Suspension(1986)and
Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the
Department of Homeland Security's regulations at 2 C.F.R. Part 3000 (Non procurement
Debarment and Suspension).
C. These regulations restrict awards, subawards, and contracts with certain parties that are
debarred, suspended, or otherwise excluded from or ineligible for participation in Federal
assistance programs and activities. See 2 C.F.R. Part 200, Appendix II, ¶ H; and
Procurement Guidance for Recipients and Subrecipients Under 2 C.F.R. Part 200
(Uniform Rules): Supplement to the Public Assistance Procurement Disaster Assistance
Team (PDAT) Field Manual Chapter IV, ¶ 6.d, and Appendix C, 12 [hereinafter PDAT
Supplement].A contract award must not be made to parties listed in the SAM Exclusions.
SAM Exclusions is the list maintained by the General Services Administration that contains
the names of parties debarred, suspended, or otherwise excluded by agencies, as well as
parties declared ineligible under statutory or regulatory authority other than Executive
Order 12549.SAM exclusions can be accessed at www.sam.gov. See 2 C.F.R.§ 180.530;
PDAT Supplement, Chapter IV,¶6.d and Appendix C, 12.
d. In general, an "excluded" party cannot receive a Federal grant award or a contract within
the meaning of a "covered transaction," to include subawards and subcontracts. This
includes parties that receive Federal funding indirectly, such as contractors to recipients
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and subrecipients. The key to the exclusion is whether there is a "covered transaction,"
which is any non-procurement transaction (unless excepted) at either a "primary" or
"secondary"tier.Although "covered transactions"do not include contracts awarded by the
Federal Government for purposes of the non-procurement common rule and DHS's
implementing regulations, it does include some contracts awarded by recipients and
subrecipient.
e. Specifically, a covered transaction includes the following contracts for goods or services:
(1) The contract is awarded by a recipient or subrecipient in the amount of at least
$25,000.
(2) The contract requires the approval of FEMA, regardless of amount.
(3) The contract is for federally required audit services.
(4) A subcontract is also a covered transaction if it is awarded by the contractor of a
recipient or subrecipient and requires either the approval of FEMA or is in excess of
$25,000.
d. The following provides a debarment and suspension clause. It incorporates an optional
method of verifying that contractors are not excluded or disqualified:
"Suspension and Debarment
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R.
pt. 3000. As such the contractor is required to verify that none of the contractor, its
principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. §
180.905) are excluded (defined at 2 C.F.R.§ 180.940) or disqualified (defined at 2
C.F.R. § 180.935).
(2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000,
subpart C and must include a requirement to comply with these regulations in any
lower tier covered transaction it enters into.
(3) This certification is a material representation of fact relied upon by (insert name of
subrecipient). If it is later determined that the contractor did not comply with 2 C.F.R.
pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies
available to (name of state agency serving as recipient and name of subrecipient),
the Federal Government may pursue available remedies, including but not limited
to suspension and/or debarment.
(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout
the period of any contract that may arise from this offer. The bidder or proposer
further agrees to include a provision requiring such compliance in its lower tier
covered transactions."
9. Byrd Anti-Lobbying Amendment.
a. Applicability: This requirement applies to all FEMA grant and cooperative agreement
programs.
b. Contractors that apply or bid for an award of $100,000 or more must file the required
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certification. See 2 C.F.R. Part 200, Appendix II, ¶ I; 44 C.F.R. Part 18; PDAT
Supplement, Chapter IV, 6.c; Appendix C, ¶4.
c. Each tier certifies to the tier above that it will not and has not used Federal appropriated
funds to pay any person or organization for influencing or attempting to influence an officer
or employee of any agency, a member of Congress, officer or employee of Congress, or
an employee of a member of Congress in connection with obtaining any Federal contract,
grant or any other award covered by 31 U.S.C. § 1352. Each tier must also disclose any
lobbying with non-Federal funds that takes place in connection with obtaining any Federal
award. Such disclosures are forwarded from tier to tier up to the non-Federal award. See
PDAT Supplement, Chapter IV, ¶6.c and Appendix C, ¶4.
d. The following provides a Byrd Anti-Lobbying contract clause:
"Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352 (as amended)
Contractors who apply or bid for an award of$100,000 or more shall file the required certification.
Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to
pay any person or organization for influencing or attempting to influence an officer or employee of
any agency, a member of Congress, officer or employee of Congress, or an employee of a
member of Congress in connection with obtaining any Federal contract, grant, or any other award
covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds
that takes place in connection with obtaining any Federal award. Such disclosures are forwarded
from tier to tier up to the recipient."
APPENDIX A, 44 C.F.R. PART 18—CERTIFICATION REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted
with each bid or offer exceeding $100,000)
The undersigned [Contractor] certifies, to the best of his or her knowledge, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee
of an agency, a Member of Congress, an officer or employee of Congress, or an employee
of a Member of Congress in connection with the awarding of any Federal contract, the
making of any Federal grant, the making of any Federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any Federal contract, grant, loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with this Federal contract, grant, loan, or cooperative
agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure
Form to Report Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the
award documents for all subawards at all tiers (including subcontracts, subgrants, and
contracts under grants, loans, and cooperative agreements)and that all subrecipients shall
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certifyand disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into this
transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any
person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000
and not more than $100,000 for each such failure.
The Contractor, Medline Industries, Inc. , certifies or affirms the truthfulness and
accuracyof each statement of its certification and disclosure, if any. In addition, the Contractor
understands and agrees that the provisions of 31 U.S.C.§3801 etseq., apply to this certification
and disclosure, if any.
Signature of n ractor's Authorized Official
Chris Powers, VP of Government Sales
Name and Title of Contractor's Authorized Official
2/12/2021
Date"
10. Procurement of Recovered Materials.
a. Applicability: This requirement applies to all FEMA grant and cooperative
agreement programs.
b. A non-Federal entity that is a state agency or agency of a political subdivision of a state
and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, Pub.
L.No.89-272(1965)(codified as amended by the Resource Conservation and Recovery
Act at 42 U.S.C. § 6962). See 2 C.F.R. Part 200, Appendix II, ¶J; 2 C.F.R. § 200.322;
PDAT Supplement, Chapter V, ¶7.
c. The requirements of Section 6002 include procuring only items designated in guidelines
of the EPA at 40 C.F.R. Part 247 that contain the highest percentage of recovered
materials practicable, consistent with maintaining a satisfactory level of competition,
where the purchase price of the item exceeds $10,000 or the value of the quantity
acquired by the preceding fiscal year exceeded $10,000; procuring solid waste
management services in a manner that maximizes energy and resource recovery; and
establishing an affirmative procurement program for procurement of recovered
materials identified in the EPA guidelines.
d. The following provides the clause that a state agency or agency of a political
subdivision of a state and its contractors can include in contracts meeting the above
contract thresholds:
"(1) In the performance of this contract, the Contractor shall make maximum use of
products containing recovered materials that are EPA- designated items unless the
product cannot be acquired—
(i) Competitively within a timeframe providing forcompliance with
the contract performance schedule;
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(ii) Meetingcontract performance requirements; or
(iii) At a reasonable price.
(2) Information about this requirement, along with the list of EPA-designate items,
is available at EPA's Comprehensive Procurement Guidelines web site,
https://www.epa.gov/smm/comprehensive- procurement-quideline-cpq-program."
11. Additional FEMA Requirements.
a. The Uniform Rules authorize FEMA to require additional provisions for non-Federal
entity contracts. FEMA, pursuant to this authority, requires or recommends the
following:
b. Changes.
To be eligible for FEMA assistance under the non-Federal entity's FEMA grant or
cooperative agreement, the cost of the change, modification, change order, or
constructive change must be allowable, allocable, within the scope of its grant or
cooperative agreement, and reasonable for the completion of project scope. FEMA
recommends,therefore,that a non-Federal entity include a changes clause in its contract
that describes how, if at all, changes can be made by either party to alter the method,
price, or schedule of the work without breaching the contract.The language of the clause
may differ depending on the nature of the contract and the end-item procured.
c. Access to Records.
All non-Federal entities must place into their contracts a provision that all contractors and
their successors, transferees, assignees, and subcontractors acknowledge and agree to
comply with applicable provisions governing Department and FEMA access to records,
accounts, documents, information, facilities, and staff. See DHS Standard Terms and
Conditions, v 3.0, ¶XXVI (2013).
d. The following provides a contract clause regarding access to records:
"Access to Records. The following access to records requirements apply to this contract:
(1) The contractor agrees to provide(insert name of state agency or local or Indian
tribal government), (insert name of recipient), the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representatives
access to any books, documents, papers, and records of the Contractor which are
directly pertinent to this contract for the purposes of making audits, examinations,
excerpts, and transcriptions.
(2) The Contractor agrees to permit any of the foregoing parties to reproduce by
any means whatsoever or to copy excerpts and transcriptions as reasonably
needed.
(3) The contractor agrees to provide the FEMA Administrator or his authorized
representatives access to construction or other work sites pertaining to the work
being completed under thecontract."
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12. DHS Seal, Logo, and Flags.
a. All non-Federal entities must place in their contracts a provision that a contractor shall
not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS
agency officials without specific FEMA pre-approval. See DHS Standard Terms and
Conditions, v 3.0, ¶XXV(2013).
b. The following provides a contract clause regarding DHS Seal, Logo, and Flags: "The
contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or
likenesses of DHS agency officials without specific FEMA pre- approval."
13. Compliance with Federal Law, Regulations, and Executive Orders.
a. All non-Federal entities must place into their contracts an acknowledgement that FEMA
financial assistance will be used to fund the contract along with the requirement that the
contractor will comply with all applicable federal law, regulations, executive orders, and
FEMA policies, procedures, and directives.
b. The following provides a contract clause regarding Compliance with Federal Law,
Regulations, and Executive Orders: "This is an acknowledgement that FEMA financial
assistance will be used to fund the contract only. The contractor will comply will all
applicable federal law, regulations, executive orders, FEMA policies, procedures, and
directives."
14. No Obligation by Federal Government.
a. The non-Federal entity must include a provision in its contract that states that the
Federal Government is not a party to the contract and is not subject to any obligations
or liabilities to the non-Federal entity, contractor, or any other party pertaining to any
matter resulting from thecontract.
b. The following provides a contract clause regarding no obligation by the Federal
Government: "The Federal Government is not a party to this contract and is not subject
to any obligations or liabilities to the non-Federal entity, contractor, or any other party
pertaining to any matter resulting from the contract."
15. Program Fraud and False or Fraudulent Statements or Related Acts.
a. The non-Federal entity must include a provision in its contract that the contractor
acknowledges that 31 U.S.C. Chap. 38(Administrative Remedies for False Claims and
Statements)applies to its actions pertaining to the contract.
b. The following provides a contract clause regarding Fraud and False or Fraudulent or
Related Acts: "The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative
Remedies for False Claims and Statements) applies to the contractor's actions
pertaining to thiscontract."
Additional contract clauses per 2 C.F.R. § 200.325
For applicable construction/reconstruction/renovation and related services: A payment and performance
bond are both required for 100 percent of the contract price. A "performance bond" is one executed in
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connection with a contract to secure fulfillment of all the contractor's obligations under such contract. A
"Payment bond" is one executed in connection with a contract to assure payment as required by law of
all persons supplying labor and material in the execution of the work provided in the contract.
Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions
section of this solicitation.
Offeror's Name:
Medline Industries, Inc.
Address, City, State, and Zip Code:
Three Lakes Drive. Northfield, IL 60093
Phone Number:800-633-5463 _Fax Number:
847-949-2497
Printed Name and Title of Authorized
Representative:Chris Powers,VP of Government Sales
Email Address:
govbids@medline.com
Signature of Authorized Representative: Date:
2/12/2021
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EXHIBIT G
NEW JERSEY BUSINESS COMPLIANCE
NEW JERSEY BUSINESS COMPLIANCE
Suppliers intending to do business in the State of New Jersey must comply with policies and
procedures required under New Jersey statues. All offerors submitting proposals must complete the
following forms specific to the State of New Jersey. Completed forms should be submitted with the
offeror's response to the RFP. Failure to complete the New Jersey packet will impact OMNIA
Partners' ability to promote the Master Agreement in the State of New Jersey.
DOC #1 Ownership Disclosure Form
DOC #2 Non-Collusion Affidavit
DOC #3 Affirmative Action Affidavit
DOC #4 Political Contribution Disclosure Form
DOC #5 Stockholder Disclosure Certification
DOC #6 Certification of Non-Involvement in Prohibited Activities in Iran
DOC #7 New Jersey Business Registration Certificate
New Jersey suppliers are required to comply with the following New Jersey statutes when
applicable:
• all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A.
10:2-14,N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38;
• Prevailing Wage Act,N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the
Act;
• Public Works Contractor Registration Act,N.J.S.A. 34:11-56.26; and
• Bid and Performance Security, as required by the applicable municipal or state statutes.
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DOC #1
OWNERSHIP DISCLOSURE FORM
(N.J.S. 52:25-24.2)
Pursuant to the requirements of P.L. 1999,Chapter 440 effective April 17,2000(Local Public Contracts Law),
the offeror shall complete the form attached to these specifications listing the persons owning 10 percent(10%)
or more of the firm presenting the proposal.
Company Name: Medline Industries, Inc.
Street: Three Lakes Drive
City, State,Zip Code: Northfield, IL 60093
Complete as appropriate:
I certify that I am the sole owner of
that there are no partners and the business is not
incorporated, and the provisions of N.J.S. 52:25-24.2 do not apply.
OR:
I a partner in do hereby
certify that the following is a list of all individual partners who own a 10%or greater interest therein. I
further certify that if one (1) or more of the partners is itself a corporation or partnership, there is also set
forth the names and addresses of the stockholders holding 10%or more of that corporation's stock or the
individual partners owning 10%or greater interest in that partnership.
OR:
I Chris Powers an authorized representative of
Medline Industries, Inc. a corporation, do hereby certify that the following is a list of the names and
addresses of all stockholders in the corporation who own 10%or more of its stock of any class. I further
certify that if one (1) or more of such stockholders is itself a corporation or partnership, that there is also set
forth the names and addresses of the stockholders holding 10%or more of the corporation's stock or the
individual partners owning a 10%or greater interest in that partnership.
(Note: If there are no partners or stockholders owning 10% or more interest,indicate none.)
Name Address Interest
None
I further certify that the statements and information contained herein, are complete and correct to the best of
my knowledge and belief.
2/12/2021 1Z VP of Government Sales
Date uthorized Signature and Title
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 114 of 146
DOC #2
NON-COLLUSION AFFIDAVIT
Company Name: Medline Industries, Inc.
Street: Three Lakes Drive
City, State,Zip Code: Northfield, IL 60093
State of Illinois
County of Cook
jr, Chris Powers of Medline Industries, Inc.
the VP of Government Sales Northfield
Name City
in the County of Cook State of
Illinois
of full age, being duly sworn according to law on my oath depose and say that:
I am the VP of Government Sales of the firm of
Medline Industries, Inc.
Title Company Name
the Offeror making the Proposal for the goods, services or public work specified under the
attached proposal, and that I executed the said proposal with full authority to do so; that said
Offeror has not directly or indirectly entered into any agreement,participated in any collusion, or
otherwise taken any action in restraint of free, competitive bidding in connection with the above
proposal, and that all statements contained in said proposal and in this affidavit are true and
correct, and made with full knowledge that relies upon the truth of the statements contained in
saidproposal and in the statements contained in this affidavit in awarding the contract for the said
goods, services or public work.
I further warrant that no person or selling agency has been employed or retained to solicit or
secure such contract upon an agreement or understanding for a commission, percentage,
brokerage or contingent fee, except bona fide employees or bona fide established commercial or
selling agencies maintained by
Medline Industries, Inc.
Company Name Authorize ure & Title
Subscribed and sworn before me
this 12 day of February 20 21 "OFFICIAL
LLUCAS J MCGoVERN
Notary Public,State of Illinois
ComrTussion Expires 12r6r2021
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 115 of 146
Notary Public of Illinois
My commission expires December, 6th 1 20 21
SEAL
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 116 of 146
DOC #3
AFFIRMATIVE ACTION AFFIDAVIT
(P.L. 1975, C.127)
Company Name: Medline Industries, Inc.
Street: Three Lakes Drive
City, State,Zip Code: Northfield, IL 60093
Proposal Certification:
Indicate below company's compliance with New Jersey Affirmative Action regulations.
Company's proposal will be accepted even if company is not in compliance at this time. No
contract and/or purchase order may be issued, however,until all Affirmative Action requirements
are met.
Required Affirmative Action Evidence:
Procurement, Professional & Service Contracts (Exhibit A)
Vendors must submit with proposal:
1. A photo copy of their Federal Letter of Affirmative Action Plan Approval
OR
2. A photo copy of their Certificate of Employee Information Report
OR
3. A complete Affirmative Action Employee Information Report AA302)
Public Work—Over $50,000 Total Project Cost:
A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form
AA201-A upon receipt from the
B. Approved Federal or New Jersey Plan—certificate enclosed
I further certify that the statements and information contained herein, are complete and correct to
the best of my knowledge and belief.
2/10/2021
Date Authorize Signature and Title
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 117 of 146
DOC #3, continued
P.L. 1995, c. 127 (N.J.A.C. 17:27)
MANDATORY AFFIRMATIVE ACTION LANGUAGE
PROCUREMENT,PROFESSIONAL AND SERVICE
CONTRACTS
During the performance of this contract,the contractor agrees as follows:
The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for
employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual
orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed,and
that employees are treated during employment,without regard to their age,race,creed,color,national origin,ancestry,
marital status, sex, affectional or sexual orientation. Such action shall include, but not be limited to the following:
employment,upgrading,demotion,or transfer;recruitment or recruitment advertising; layoff or termination;rates of
pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to
post in conspicuous places, available to employees and applicants for employment, notices to be provided by the
Public Agency Compliance Officer setting forth provisions of this non-discrimination clause.
The contractor or subcontractor,where applicable will, in all solicitations or advertisement for employees placed by
or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without
regard to age,race,creed,color,national origin,ancestry,marital status,sex,affectional or sexual orientation.
The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the
agency contracting officer advising the labor union or workers'representative of the contractor's commitments under
this act and shall post copies of the notice in conspicuous places available to employees and applicants for
employment.
The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the
Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with
Disabilities Act.
The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent
with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant
to P.L. 1975,C.127, as amended and supplemented from time to time or in accordance with a binding determination
of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-
5.2 promulgated by the Treasurer pursuant to P.L. 1975,C.127,as amended and supplemented from time to time.
The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including
employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the
basis of age,creed,color,national origin,ancestry,marital status,sex,affectional or sexual orientation,and that it will
discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices.
The contractor or subcontractor agrees to revise any of it testing procedures,if necessary,to assure that all personnel
testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the
state of New Jersey and as established by applicable Federal law and applicable Federal court decisions.
The contractor or subcontractor agrees to review all procedures relating to transfer,upgrading,downgrading and lay-
off to ensure that all such actions are taken without regard to age,creed,color,national origin,ancestry,marital status,
sex,affectional or sexual orientation,and conform with the applicable employment goals,consistent with the statutes
and court decisions of the State of New Jersey,and applicable Federal law and applicable Federal court decisions.
The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office
as may be requested by the office from time to time in order to carry out the purposes of these regulations,and public
agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a
compliance investigation pursuant to Subchapter 10 of the Administrative Code(NJAC 17:27).
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 118 of 146
Signature of Procurement Agent
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 119 of 146
DOC #4
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Public Agency Instructions
This page provides guidance to public agencies entering into contracts with business entities that are required to file
Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What
follows are instructions on the use of form local units can provide to contractors that are required to disclose political
contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is
available in Local Finance Notice 2006-1 (http://www.ni.gov/dca/divisions/dlas/resources/lfns 2006.html). Please
refer back to these instructions for the appropriate links,as the Local Finance Notices include links that are no longer
operational.
1. The disclosure is required for all contracts in excess of$17,500 that are not awarded pursuant to a "fair and
open"process(N.J.S.A. 19:44A-20.7).
2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to
be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract
documents or in an appropriate computer file and be available for public access. The form is worded to accept
this alternate submission. The text should be amended if electronic submission will not be allowed.
3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract.
Resolutions of award should reflect that the disclosure has been received and is on file.
4. The contractor must disclose contributions made to candidate and party committees covering a wide range of
public agencies,including all public agencies that have elected officials in the county of the public agency,state
legislative positions, and various state entities. The Division of Local Government Services recommends that
contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign
and political committees of the officials and candidates affected by the disclosure.
a. The Division has prepared model disclosure forms for each county. They can be downloaded from the
"County PCD Forms" link on the Pay-to-Play web site at
http://www.nj_gov/dca/divisions/dl sg /programs/lpcl.html#12. They will be updated from time-to-time as
necessary.
b. A public agency using these forms should edit them to properly reflect the correct legislative district(s).
As the forms are county-based, they list all legislative districts in each county. Districts that do not
represent the public agency should be removed from the lists.
c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the
county. These submissions are appropriate and should be accepted.
d. The form may be used"as-is",subject to edits as described herein.
e. The "Contractor Instructions" sheet is intended to be provided with the form. It is recommended that the
Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are
printed on the back of the form;where that is not the case,the text should be edited accordingly.
f. The form is a Word document and can be edited to meet local needs,and posted for download on web sites,
used as an e-mail attachment,or provided as a printed document.
5. It is recommended that the contractor also complete a"Stockholder Disclosure Certification." This will assist the
local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees
listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance
Notice 2006-7 for additional information on this obligation at
http://www.nj.aov/dca/divisions/dlgs/resources/Iffis 2006.html). A sample Certification form is part of this
package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not
applicable to Boards of Education.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 120 of 146
DOC #4, continued
A. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Contractor Instructions
Business entities(contractors)receiving contracts from a public agency that are NOT awarded pursuant to a"fair and
open" process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A.
19:44A-20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose
contributions to:
• any State,county,or municipal committee of a political party
• any legislative leadership committee*
• any continuing political committee(a.k.a.,political action committee)
• any candidate committee of a candidate for,or holder of,an elective office:
0 of the public entity awarding the contract
0 of that county in which that public entity is located
0 of another public entity within that county
0 or of a legislative district in which that public entity is located or,when the public entity is a county,
of any legislative district which includes all or part of the county
The disclosure must list reportable contributions to any of the committees that exceed$300 per election cycle that
were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more
details on reportable contributions.
N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not
a natural person. This includes the following:
• individuals with an"interest"ownership or control of more than 10% of the profits or assets of a business
entity or 10%of the stock in the case of a business entity that is a corporation for profit
• all principals,partners,officers,or directors of the business entity or their spouses
• any subsidiaries directly or indirectly controlled by the business entity
• IRS Code Section 527 New Jersey based organizations,directly or indirectly controlled by the business entity
and filing as continuing political committees,(PACs).
When the business entity is a natural person,"a contribution by that person's spouse or child,residing therewith,shall
be deemed to be a contribution by the business entity." [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on
the disclosure.
Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in
an amount to be determined by the Commission which may be based upon the amount that the business entity failed
to report.
The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected
official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor's
responsibility to identify the specific committees to which contributions may have been made and need to be disclosed.
The disclosed information may exceed the minimum requirement.
The enclosed form,a content-consistent facsimile,or an electronic data file containing the required details(along with
a signed cover sheet)may be used as the contractor's submission and is disclosable to the public under the Open Public
Records Act.
The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in
meeting its obligations under the law.NOTE: This section does not apply to Board of Education contracts.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 121 of 146
N.J.S.A. 19:44A-3(s): "The term"legislative leadership committee" means a committee established, authorized to
be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the
General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65
(C.19:44A-10.1)for the purpose of receiving contributions and making expenditures."
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 122 of 146
DOC #4, continued
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Required Pursuant to N.J.S.A. 19:44A-20.26
This form or its permitted facsimile must be submitted to the local unit
no later than 10 days prior to the award of the contract.
Part I —Vendor Information
Vendor Name: I Medline Industries, Inc.
Address: I Three Lakes Drive
City: Northfield I State:IL Zip:60093
The undersigned being authorized to certify,hereby certifies that the submission provided herein represents
compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions
accompanying this form.
Chris Powers VP of Government Sales
Sig Printed Name Title
Part II — Contribution Disclosure
Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all
reportable political contributions (more than$300 per election cycle) over the 12 months prior to
submission to the committees of the government entities listed on the form provided by the local
unit.
❑ Check here if disclosure is provided in electronic form
Contributor Name Recipient Name Date Dollar Amount
N/A N/A N/A $ N/A
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 123 of 146
❑ Check here if the information is continued on subsequent page(s)
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 124 of 146
DOC#4, continued
List of Agencies with Elected Officials Required for Political Contribution Disclosure
N.J.S.A. 19:44A-20.26
County Name:
State: Governor, and Legislative Leadership Committees
Legislative District#s:
State Senator and two members of the General Assembly per district.
County:
Freeholders County Clerk Sheriff
{County Executive} Surrogate
Municipalities (Mayor and members of governing body,regardless of title):
USERS SHOULD CREATE THEIR OWN FORM, OR
DOWNLOAD FROM THE PAY TO PLAY SECTION OF THE
DLGS WEBSITE A COUNTY-BASED, CUSTOMIZABLE FORM.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 125 of 146
DOC #5
STOCKHOLDER DISCLOSURE CERTIFICATION
Name of Business:
0 I certify that the list below contains the names and home addresses of all stockholders
holding 10% or more of the issued and outstanding stock of the undersigned.
OR
0 I certify that no one stockholder owns 10% or more of the issued and outstanding stock
of the undersigned.
Check the box that represents the type of business organization:
0 Partnership 0 Corporation 0 Sole Proprietorship
0 Limited Partnership 0 Limited Liability Corporation 0 Limited Liability Partnership
Subchapter S Corporation
Sign and notarize the form below, and,if necessary, complete the stockholder list below.
Stockholders:
Name: Name:
Home Address: Home Address:
Name: Name:
Home Address: Home Address:
Name: Name:
Home Address: Home Address:
Subscribed and sworn before me this 12 day of February,
2021 (Affiant)
(Notary Public) G Chris Powers, VP of Gov't Sales
(Print name&title of affiant)
My Commission expires: 12/6/2021
"OFFICIAL SEAL"
LUCAS J MCGOVERN (Corporate Seal)
NOWY PUW StWo o1 INi ois
Cornmasom Ex res 12/672021
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 126 of 146
DOC #6
Certification of Non-Involvement in Prohibited Activities in Iran
Pursuant to N.J.S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its
parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32—56(e) (3)), is listed on the
Department of the Treasury's List of Persons or Entities Engaging in Prohibited Investment
Activities in Iran and that neither is involved in any of the investment activities set forth in
N.J.S.A. 52:32—56(f).
Offerors wishing to do business in New Jersey through this contract must fill out the
Certification of Non-Involvement in Prohibited Activities in Iran here:
http://www.state.nj.us/humanservices/dfd/info/standard/fdc/disclosure_investmentact.pd£
Offerors should submit the above form completed with their proposal.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 127 of 146
DOC #7
NEW JERSEY BUSINESS REGISTRATION CERTIFICATE
(N.J.S.A. 52:32-44)
Offerors wishing to do business in New Jersey must submit their State Division of Revenue
issued Business Registration Certificate with their proposal here. Failure to do so will disqualify
the Offeror from offering products or services in New Jersey through any resulting contract.
https://www.njportal.com/DOR/BusinessRegistration/
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
STATE OF NEW JERSEY-- DIVISION OF PURCHASE AND PROPERTY Page 128 of 146
DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN
Quote Number: OMNIA Contract Bidder/Offeror: Medline Industries, Inc.
PART 1: CERTIFICATION
BIDDERS MUST COMPLETE PART 1 BY CHECKING EITHER BOX.
FAILURE TO CHECK ONE OF THE BOXES WILL RENDER THE PROPOSAL NON-RESPONSIVE.
Pursuant to Public Law 2012, c. 25, any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a
contract must complete the certification below to attest, under penalty of perjury, that neither the person or entity, nor any of its parents,
subsidiaries, or affiliates, is identified on the Department of Treasury's Chapter 25 list as a person or entity engaging in investment activities
in Iran. The Chapter 25 list is found on the Division's website at http://www.state.ni.us/treasury/purchase/pdf/Chapter25List.pdf. Bidders
must review this list prior to completing the below certification. Failure to complete the certification will render a bidder's proposal
non-responsive. If the Director finds a person or entity to be in violation of law, s/he shall take action as may be appropriate and provided
by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in
default and seeking debarment or suspension of the party
PLEASE CHECK THE APPROPRIATE BOX:
I certify, pursuant to Public Law 2012, c. 25, that neither the bidder listed above nor any of the bidder's parents,
subsidiaries, or affiliates is listed on the N.J. Department of the Treasury"s list of entities determined to be engaged in prohibited
activities in Iran pursuant to P.L. 2012, c. 25 ("Chapter 25 List"). I further certify that I am the person listed above, or I am an officer
or representative of the entity listed above and am authorized to make this certification on its behalf. I will skip Part 2 and sign and
complete the Certification below.
❑ I am unable to certify as above because the bidder and/or one or more of its parents, subsidiaries, or affiliates is listed on
the Department's Chapter 25 list. I will provide a detailed,accurate and precise description of the activities in Part 2 below
and sign and complete the Certification below. Failure to provide such will result in the proposal being rendered as non-
responsive and appropriate penalties, fines and/or sanctions will be assessed as provided by law.
PART 2: PLEASE PROVIDE FURTHER INFORMATION RELATED TO INVESTMENT ACTIVITIES IN IRAN
You must provide a detailed, accurate and precise description of the activities of the bidding person/entity, or one of its parents,
subsidiaries or affiliates, engaging in the investment activities in Iran outlined above by completing the boxes below.
EACH BOX WILL PROMPT YOU TO PROVIDE INFORMATION RELATIVE TO THE ABOVE QUESTIONS.PLEASE PROVIDE
THOROUGH ANSWERS TO EACH QUESTION. IF YOU NEED TO MAKE ADDITIONAL ENTRIES,CLICK THE "ADD AN ADDITIONAL
ACTIVITIES ENTRY"BUTTON.
Name Relationship to Bidder/Offeror
Description of Activities
Duration of Engagement Anticipated Cessation Date
Bidder/Offeror Contact Name Contact Phone Number
ADD AN ADDITIONAL ACTIVITIES ENTRY
Certification: I, being duly sworn upon my oath, hereby represent and state that the foregoing information and any attachments thereto to the best of
my knowledge are true and complete. I attest that I am authorized to execute this certification on behalf of the above-referenced person or entity. I
acknowledge that the State of New Jersey is relying on the information contained herein and thereby acknowledge that I am under a continuing
obligation from the date of this certification through the completion of any contracts with the State to notify the State in writing of any changes to the
answers of information contained herein.I acknowledge that I am aware that it is a criminal offense to make a false statement or misrepresentation in
this certification,and if I do so,I recognize that I am subject to criminal prosecution under the law and that it will also constitute a material breach of
my agreement(s) with the State of New Jersey and that the State at its option may declare any contracts Iting from this certification void and
unenforceable.
Full Name(Print): Chris Powers Signature:
Title: VP of Govt Sales Date: 2/12/2021
DPP Standard Forms Packet 11/2013
PROCUREMENT AGREEMENT NUMBER P-25-605
6/22/2020 N.J. DepartmW(gfnTrll;?&UgfrregiEoion of Revenue,On-Line Inquiry Attachment"A"
Pa a 129 of 146
STATE OF NEW JERSEY
IMF
BUSINESS REGISTRATION CERTIFICATE
Taxpayer Name: MEDLINE INDUSTRIES, INC.
Trade Name:
Address: THREE LAKES DRIVE
NORTHFIELD, IL 60093
Certificate Number: 0092199
Effective Date: October 01, 1983
Date of Issuance: June 22, 2020
For Office Use Only:
20200622115351142
https://wwwl.state.nj.us/TYTR—BRC/servlet/common/BRCLogin 1/1
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 130 of 146
Certification 2858
CERTIFICATE OF EMPLOYEE INFORMATION REPORT
RENEWAL
is to certify that the contractor lisle Q�vhaS'sufrn �dr1,±t� loyee Information Report pursuant to
k.C. 17:27-1.1 et. seq. and the We�'reasurer haS approved gal jeport. This approval will remain in
t for the period of 15-,#W-2019 to 15-jUJI-2022
s
INDUSTRIES, IN I::-
TAMS DRIVE
CELD IL 600
ELIZABETH MAHER MUO O
State Treasurer
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 131 of 146
DocuSign
Certificate Of Completion
Envelope Id:A5D6292840404698BC6828EE571334FC Status:Completed
Subject: Please DocuSign:Exhibit G Supplement-NJ EEO Cent Copy 2019.pdf,Medline Industries_MPA UCOP....
Source Envelope:
Document Pages: 126 Signatures:5 Envelope Originator:
Supplemental Document Pages:3 Initials:0 Andrea Orozco
Certificate Pages:5
AutoNav: Enabled 9500 Gilman Dr.
Envelopeld Stamping: Disabled La Jolla,CA 92093
Time Zone: (UTC-08:00)Pacific Time(US&Canada) anorozco@ucsd.edu
IP Address: 132.239.180.157
Record Tracking
Status:Original Holder:Andrea Orozco Location: DocuSign
11/9/2021 8:50:04 AM anorozco@ucsd.edu
Signer Events Signature Timestamp
Chris Powers Sent: 11/9/2021 9:01:29 AM
cpowers@medline.com G �O`""` Viewed: 11/9/2021 9:51:17 AM
Vice President,Government Signed: 11/9/2021 11:19:02 AM
Medline Industries, LP
Security Level: Email,Account Authentication Signature Adoption: Pre selected Style
(None) Using IP Address:50.220.245.226
Electronic Record and Signature Disclosure:
Accepted: 11/9/2021 9:51:17 AM
ID:ba7259ee-4cdf-4644-93b0-1454d1f2b839
Todd Adams Sent: 11/9/2021 8:56:42 AM
tdadams@ucsd.edu v °° a4"`b Viewed: 11/10/2021 9:56:50 AM
Director of Procurement Signed: 11/10/2021 9:59:13 AM
Security Level: Email,Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 132.239.180.157
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Patrick Christian COPIED Sent: 11/9/2021 9:01:32 AM
pchristian@medline.com
Director,Contract Management
Medline Industries, Inc.
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 11/9/2021 9:01:06 AM
ID:6ae7d36e-fe1f-42c2-95db-87130308a846
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 132 of 146
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 11/9/2021 8:56:42 AM
Certified Delivered Security Checked 11/10/2021 9:56:50 AM
Signing Complete Security Checked 11/10/2021 9:59:13 AM
Completed Security Checked 11/10/2021 9:59:13 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created gt��CE OPpCFMENT NUMBER P-25-605
Parties agreed to:Chris Powers, Patrick Christian Medline Industries LP Attachment"A"
Page 133 of 146
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, University of California San Diego (we, us or Company) may be required by
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PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 134 of 146
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PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 135 of 146
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PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 136 of 146
Exhibit C
Business Proposal
Contracted Products:
Vendor's entire catalog of products will be available to Membership. Some products may require a
pharmacy license to ship to end-user,which will need to be provided prior to order.
Pandemic Product Categories: at the time of bid the following products are on allocation, and
availability is currently limited or inconsistent, and may not be available to members.
1. Facemasks
2. PPE—including Isolation gowns, and coveralls
3. Surgical drapes and gowns
4. Standard and custom packs
5. Exam and surgical gloves
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 137 of 146
Product Portfolio
Medline will offer its whole portfolio of products through this agreement.This includes 500,000+
products. Our portfolio is comprehensive and covers the med-surg needs for the entire continuum of
care. We also have ancillary products such as EVS and office supplies. A brief summary of some of our
product categories can be found below, but this list is not all inclusive. If there is a category or a product
that you need that you cannot find, please visit www.medline.com to search our catalog, contact
customer service at 1-800-MEDLINE (633-5463) or contact your sales rep directly.
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PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 138 of 146
Product Division Products
Advanced Skin Care Skin Care: Remedy", Soothe
&Cool, Carrington, MedSpa,
Dispensers
Support
Surfaces: Mattresses, OR
Table Pads, Stretcher Pads,
Seating Cushions, Overlays
Heel Protection: Heel Boots
Surgical Glue: Skin Affix
Air Care:Advanced Fresh,
Naturally Fresh, Simply Fresh
Advanced Wound Debridement
Care Products: Honey dressings,
TenderWet
Infection/Inflammation
Products: Silver powders,
gels, sheets, alginates, gelling
fibers and foams
Moisture Management
Products:foam, post-op
dressings, superabsorbent
dressings, alginates, gelling
fibers and hydrogels
Edge/Environment Products
(for stalled
wounds): collagen dressings
Supportive
Products: compression
therapy, wound cleansers,
skin protectants, dressing
retention tape, and contact
layers
Anesthesia General Anesthesia:
Circuits, masks, breathing
bags & hyper inflation
systems
Airways: ET Tube, Laryngeal
masks, bermans and guedels
Pressure Infusers
Temperature probes
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 139 of 146
Regional Anesthesia: Pain
trays, block trays, epidural
trays and sterile procedural
needles
Diagnostics Blood Pressure
Cuffs,Electrodes, Blood
Glucose, Lancets, Diagnostic
Instruments,
Thermometers,Diagnostic
Capital
Distributed Brand-Name product lines
Products used in our distribution
contracts
Dynacor Plastics: Non-Sterile Kits
Sterile Trays: Laceration,
Suture Removal, IV Start,
Dressing Change.11
Equipment and ADLs, Bath Safety, Canes,
Furnishing (DME) Crutches, Hampers, Homecare
Beds, Hot and Cold,
Orthopedic Softgoods,
Patient Lifts, Physical Therapy,
PVC, Rollators, Stretchers,
Walkers and Wheelchairs,
Cubicle, Draperies, Furniture,
Beds, Carts, Stainless Steel,
Scales, Charting
Exam Gloves Exam Gloves
Interiors Soft Good Items
Laboratory Specimen Containers, Point-
of-Care Testing, Lab Capital
Namic Access
Products:Angiographic
Needles, Guidewires, and
accessories
Fluid Management: Custom
Kitting, Manifolds, accessories
used in the Catheterization
(Cath) & Interventional
Radiology Labs relating to
Contrast Management
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 140 of 146
Pressure
Monitoring: Disposable
Pressure Transducers,
Pressure Monitoring Tubing,
and Fluid Administration
System Wide
Accessories: Dead End Caps,
Stopcocks, Decanters and
Syringes
Nutrition & AmerisourceBergen OTC
Pharmaceuticals Items, Cough, Cold and
Allergy, Dietary Supplements
and Vitamins, Laxatives and
Antacids, Lotions, Creams and
Ointments, Miscellaneous
OTCs, Non direct Foot and
Ankle sourcing, Pain
Management Relievers, Unit
Dose OTC s and Topical
Analge, Pharma Short Dated
Product, Podiatry,
Pharmaceuticals (OTC and
Rx), Drug management
devices (pill crusher, splitters,
storage), Enteral feeding
devices (Pumps, feeding sets,
feeding tubes, syringes,
Specialty nutrients (Protein
supplements, dysphagia, GI
management), Foot and
Ankle specialty products.
OR Division Surgical Instruments,
Sterilization Products, Care
and Handling items, lab
products
Suction: Open Catheters,
Closed Suction, Connection
Tubing, ET tubes, Fluid
Solidifiers, Canisters
Orthopedics
Foot&Ankle
Implants:Ankle Fracture
Plating System, Foot Recon
Plating System, Mini Foot
Plating System, Cannulated
Screw System, Snap-Off
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 141 of 146
Screw System, Pre-Hydrated
Structural Bioimplants
(UNITE Foot& Orthobiologics:Viable
Ankle) Cellular Bone Matrix,
Demineralized Bone Matrix
(DBM), Synthetic Bioactive
Bone Graft, Amniotic
Membrane and Fluid,
Cancellous Chips
Personal Care Incontinence Products—
Disposable Adult Briefs,
Diapers,
Underpads
Preventive Care Disposable Protective
Apparel, Headwear and
Footwear, Isolation
Organizers
Primary Care Gauze, Bandages, Tapes,
DVTs, Lap Sponges, O.R.
Towels, Clear Count, DASH
Proxima Surgical Gowns, Drapes, and
Packs
Readycare Patient Cleansing:Wet
Wipes, ReadyBath, Shampoo
Caps, Remedy Wipes
Hand Hygiene: Hand Soaps
and Sanitizers
CHG/PVP: CHG Bottles and
Kits, Aegis CHG Discs, PVP
bottles
Oral and Nasal Care: Oral
Care Kits and Components,
Nasal Antiseptic Swabs and
Kits
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 142 of 146
ReNewal Reprocessed single-use
devices including: ablation
electrodes, EP catheters,
tissue sealers, pulse oximeter
sensors, manifolds,
tourniquets, ultrasonic
scalpels, compression sleeves,
air transfer mattresses,
arthroscopic shavers and
abraders, ECG leads,
orthopedic manual surgical
instruments, trocars and
cannulas
Repositioning & Support
Offloading Surfaces: Mattresses, OR
Table Pads, Stretcher Pads,
Seating Cushions, Overlays,
Comfort Glide products
Respiratory Oxygen Therapy,
Resuscitation, Pulse Oximetry,
Medication Delivery,
Humidification and Filtration,
Suction and Trach Care,
Airway Management
SPT Custom Sterile Surgical Trays,
CDS, Standard Trays
Surgical Gloves
Surgeons Gloves
Textiles & Textiles: Scrubs, lab coats,
Environmental uniforms, patient & pediatric
Services (EVS) apparel, surgical & protective
apparel, terries, blankets,
sheets, underpads, adult bibs,
slippers, mattress pads and
hamper bags.
EVS: Liners, paper, ATP,
chemicals, germicides,
microfiber, batteries and
housekeeping equipment.
Decorate Textiles—Cubicle
curtains, OTRT, room dividers,
window treatments, quilts,
pillows and disposable linen.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 143 of 146
Tissue Regeneration Hyalomatrix, PluroGel
Urology Urologicals, Bulb Irrigation
Syringes, Bulb Irrigation Trays,
External Catheters, Foley
Catheter Trays, Intermittent
Cath Trays, Intermittent
Catheters, Leg Bags, Piston
Irrigation Syringes, Piston
Irrigation Trays
Urologicals: Foleys, Drain
Bags, Urinemeters, Closed
Systems, MEC's
Vascular Access Excelsior, Peripheral IV
Catheters, Vascular Access
Insertion
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 144 of 146
Pricing Proposal
Medline will offer the below Minimum discounts off Medline list price.This is a discount floor, and in
many cases deeper discounts can be offered. Medline can provide list pricing by product upon request
from either OMNIA or OMNIA member. List pricing may fluctuate over the term of the contract in
accordance with market conditions or costing changes. Medline reserves the right to negotiate pricing
independent pricing agreements through the OMNIA contract with individual members as long as it falls
within the below discount structure.
Description Minimum Discount
Medline Brand Products 30%off Medline list price
Non-Medline/National Brand Products 25%off Medline list price
Freight/Minimum Orders
A. Minimum Order Requirements:Three hundred and fifty dollars ($350)
B. Freight: Orders over minimum will ship free freight with the following exceptions
a. Emergency/rush orders
b. Orders outside ship-schedule
c. Non-stock or vendor direct ship items may incur freight charges
C. Lost Products: All lost Products will be reported to Vendor's customer service department.
Vendor will issue credit within ten (10) days of notification of lost Product; alternatively, re-
shipment of missing Product will occur immediately after notification.
D. Ship Schedule: Each account will be assigned a delivery schedule to provide consistent shipment
points. Any orders occurring outside this ship schedule, or orders placed after ship cutoff may
incur additional freight charges.
E. Lead time: Standard lead time for stocked products is 2 days ARO, including in Alaska and
Hawaii.
F. Local Agreements: In some cases, local agreements may be negotiated which will supersede
contract freight terms listed above. These agreements will be communicated to OMNIA.
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 145 of 146
Return Policy
Please see attachment D—Return goods policy
PROCUREMENT AGREEMENT NUMBER P-25-605
Medline Industries LP Attachment"A"
Page 146 of 146
New Account Setup/Credit
New Account Setup: In order to process and account through the OMNIA contract, each member
location must have a standalone account setup with Medline. In order to setup a new account we need
the following documentation from government facilities
1. A copy of the W9, with the purchasing facilities address
2. A sales tax exempt certificate (if applicable)
Credit:Accounts can be setup as Credit Card only, or with Net 30 day terms.
1. Credit Card Purchase:Are subject to a 2% processing fee on all purchases
2. Terms: If an account wishes to be setup with credit terms, a government PO must be
provided (either voided, or an actual order).Terms will be provided upon receipt of PO.
Non-Gov't Accounts: Non-government accounts will be required to provide all the above
documentation, and will also have to fill out the standard new account application whether using a
credit card or requesting terms.