R2023-240 2023-10-09RESOLUTION NO. R2023-240
A Resolution of the City Council of the City of Pearland, Texas, renewing a
supply contract through an interlocal agreement with National IPA – OMNIA
Partners for the purchase of chemical reagent, instrumentation and
operational parts/supplies from Fisher Scientific, in the estimated amount of
$415,150.00, for the period of September 22, 2023 through September 21, 2024.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That the purchase of chemical reagent, instrumentation and operational
parts/supplies from Fisher Scientific, in the estimated amount of $415,150.00, is hereby approved.
Section 2. That the City Manager or his designee is hereby authorized to execute an
agreement for the purchase of chemical reagent, instrumentation and operational parts/supplies.
PASSED, APPROVED and ADOPTED this the 9th day of October, A.D., 2023.
________________________________
J.KEVIN COLE
MAYOR
ATTEST:
________________________________
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
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Thermo Fisher
SCIENTIFIC
The world leader in serving science
Click or tap here to enter text
DocuSign Envelope ID: F290C1A5-C236-4677-ADCA-1BBF32264698
Exhibit A
Custom Market Basket
city of Pearland
3519 Liberty Drive
Peariand,Texas 77581
September 7,2023
Fisher Scienti?c Co.LLC
PO Box 404705
Atlanta,GA 30384
RE:Cnnlract Renewal
City U1Pearland Conliad #CU922-59
Dear
The above referenced contract explrss on september 21,2023.Pursueni ie the contract,contract
renewals are at the eoie option of the city.This ietter is to inform you that the city Is exercising its right
to renew the contract for a one-year period,which will begin Immediately upon the expiration oi the
current ierm and wiii end on September 21,2024.All other terms and conditions of the contract wiii
remain unchanged.Ploase return this slgned scknowiedgernent letter,along with a copy oiyour
current insurance certiiicate,and current w-9 form to the e-mail address set forth iaoiow,
ecknowiedging receipt orthe Nollce oi contract Renewal.
Ifyou have any questions concerning this contract Renewal Notice,pieeee contact me otihe telephone
number listed below.
If you are Interested in exerclslng this renewal option under the terms.conditions,and pricing.then
please Sign on the followlng page,and return to me via email to ve|am@gear|andtx.guv.
Should you have any questions,please contact me at (281)652-1790.
sincerely,
Contract Administrator Page 1 i:f2
Agreement to Renew contract
RE:Coniracl Renewal
City of Peariand Contract #20922-59
By axscuiing ihls documsni,ooniractor veri?es:
1)That ii desires to exercise Iha renewal option under mesame terms,conditions,and pricing,
beginning Septerrber22,2023,ihruugh September 21.2024:
2)ihai it does not boyoon Israel,and agrees that during (he term of this Ccintraci will not boycott
Israel as that term Is de?ned in Texas Government Code Section 808.001.as amended‘,
3)mat,pursuanl to Texas Gavernmeni Code.Chapter 2252.Sec?on 2252.152 and Section
2252.153,it does not appear on the Comptroller of ihe State Ul Texas listing of companies which
do business with Iran,Sudan or any Foreign Terrorist Organization,as identi?ed under season
806.051,Semion 807.051 or Ssmlun 2253.253.listing of oompanies.
City of Paarland,Texas Fisher Scientific Co.LLC
Contractor
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Page 1 of 2
D0cuS\grv Envelope lD 8C2D5797—9C24—47B7—B78F—4B63EBFAEB/AA
UNIVERSITY
OF
CAL'F°R""A Purchasing Agreement #2021002889
As a result of Request for Proposal for General Lab Supplies,RFP#2101-July 2020,the Agreement to furnish certain goods
and services described herein and in the documents referenced herein (“Goods and/or Services”)is made by and between The
Regents of the University of California,a California public cooperation (“UC”)on behalf of the University of California and
the supplier named below (“Supplier”).This Agreement is binding only if it is negotiated and executed by an authorized
representative with the proper delegation of authority.
Fisher Scientific Company L.L.C.
300 Industry Drive
Pitmburgh PA 15275
800 55 6-23 23
1.Statement ofWork
Supplier agrees to perform the Services listed in the statement of work attached as Attachment A (“Statement of Wor ”)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 ofAgreement/Termination
a)Unless terminated per section 20,Termination of Agreement,this Agreement shall be effective for a period of
four (4)years,from June 15,2021 ("Effective Date")through June 30,2025.Thereafter,the parties may by
mutual agreement renew or extend the Agreement for additional two (2)-year periods,up to eight (8)years
maximum agreement duration,at the same terms and conditions upon mutual agreement ofthe parties.
b)Either party may terminate this Agreement for cause,at any time,upon sixty (60)days prior written notice of
termination and to the extent thereofwithout penalty.A party shall have sixty (60)days from the date it receives
notice in which to cure any material breach of the Agreement and termination shall be effective at the end of
such period only if a party fails to cure the breach.
c)If any termination of this Agreement takes place,Supplier shall extend to UC,upon UC’s request,an additional
ninety (90)day period to properly implement a smooth transition.Fees for the services performed during the
additional ninety (90)days will be negotiated in good faith between UC and Seller.
3.Purchase Order;Advance Payments
Supplier may not begin providing Goods and/or Services until UC approved Rirchase Order for the Goods and/or Services is
submitted to the Supplier.
4.Pricing,Invoicing Method,and Settlement Method and Terms
Refer to Statement of Work Section 5.d.
5.Notices
As provided in the UC Terms and Conditions ofmrchase,notices may begiven by email,which will be considered legalnotice
only if such communications include the following text in the Subject field:FORMAL LEGAL NOTICE —[inserL as the case
may be,Supplier name or University ofCalifomia].Ifaphysical format notice is required,it must be sent by overnight delivery
or by certi?ed mail with retnm receipt requested,at the addresses specified below.
To UC,regarding contract issues not addressed above:
DocuSign Env_e|op_eID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
U N I v tub:I Y
OF
CA”FORN 'A Purchasing Agreement #2021002889
E—Valerie :
I 1111 Franklin Avenue,Procurement Services
Oakland,CA 94607
To Supplier:
Eric Van Denbur;
%949-842-9685
Eric.vandenburthermo?shencom
300 Indust Drive,Pittsburh,PA 15275
to VP and General Counsel,RSD at same address.
6.Intellectual Property,Copyright and Patents
The Goods and/or Services do not involve Work Made for Hire
7.Patient Protection and Affordable Care Act (PPACA)
Not Applicable
8.Prevailing Wages
Supplier is not required to pay prevailing wages when providing the Services.
9.Fair Wage/Fair Work
Not Applicable
10.Federally Funded Contracts,Grants,and Cooperative Agreements
Not Applicable
11.Restriction Relating to Consulting Services or Similar Contracts —
Follow-on Contracts
Please note a Supplier that is awarded a consulting services or similar contract cannot later submit a bid or be considered for
any work “required,suggested,or otherwise deemed appropriate”as the end product of the Services (see Public Contract Code
Section 10515).
12.Insurance
Deliver the PDF version of the Certi?cate of Insurance to UC’s Buyer,by email with the following text in the Subject field:
CERTIFICATE OF INSURANCE —
XXXXXXXXXXX
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CA“FORMA Purchasing Agreement #2021002889
13.Service-Speci?c and/or Goods-Speci?c Provisions
Not Applicable
14.Records about Individuals
Records created pursuant to the Agreement that contain personal information about individuals (including statements made by
or about individuals)may become subject to the California Information Practices Act of 1977,which includes a right of access
by the subject individual.While ownership of con?dential 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 ?les.When collecting the information,Supplier must inform the individual that the record is
being made,and the purpose of the record.Use of recording devices in discussions with employees is permitted only as
specified in the Statement of Work.
15.Incorporated Documents and Order of Precedence
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.
1 This Agreement #2021002889 —“University of California Strategic Sourcing Agreement”
2.Non-Disclosure Agreement for Participating Public Agencies
3.Letter of Intent for Participating Public Agencies
4 Fisher’s response to RFP#2101-July2020
5 RFP#2101-July202O General Lab Supplies and Distribution Services
16.Entire Agreement
The Agreement and its Incorporated Documents contain the entire Agreement between the parties and supersede all prior
written or oral agreements with respect to the subject matter herein.
This Agreement can only be signed by an authorized representative with the proper delegation of authority.
THE REGENTS OF THE FISHER SCIENTIFIC COMPANY L.L.C.
Y,,l§,]§§e[,'[)_{OF CALIFORNIA
\
//l//—(’(/'-r~\/\/\./C7v'a.,«./\r,wi4/‘-€__,
i ]f3p?,§.%7)o9254cF...*——j
Usoxv.U SH-C
(William Cooper,Vice President &CPO)( d Emerging Markets)
6/10/202 1
Wednesda June9 2021
(Date)(Date)
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UNIVERSITY OF CALIFORNIA STRATEGIC SOURCING AGREEMENT
AGREEMENT #2021002889
Attachment A:Statement of Work
As a result of Request for Proposal #002101-July2020 General Lab Supply &
Distribution Services,the Agreement to furnish certain goods and services described
herein and in the documents referenced herein (“Goods and/or Services”)is made by
and between The Regents of the University of California,a California public cooperation
(“UC”),on behalf of the University of California,and Fisher Scienti?c Company L.L.C.
(“Supplier”)with its principal place of business at:
Fisher Scienti?c Company L.L.C.
300 Industry Drive
Pittsburgh PA 15275
(800)556-2323
The parties agree as follows:
1.DEFINITIONS
As used in this Agreement and its attachments and exhibits all of which are a part of the
Agreement,the following terms have the following meanings:
a.“Af?liates“means those institutions which UC has an affiliation with and
which participate in this Agreement (as further described in clause 2.a below).
b.“Market Basket”means those Products which were included within the scope
of UC’s General Lab Supply RFP 2l0l-July 2020,dated August 18th,2020.
Items comprising the Market Basket may change as outlined in Attachment E.
c."eCommerce"means the electronic procurement system currently utilized by
the UC locations or any electronic procurement system that UC may adopt in
the future.
d."Business Day"means Monday through Friday,between 8:00 AM -5:00 PM
Paci?c Time,excluding UC and Seller observed holidays.
e."Franchise Products"—Seller currently has three Product Types.Franchise
Products shall mean those products from suppliers with whom Seller has an
established and/or contractual distribution relationship.Franchise Products are
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currently designated within Seller’s system as Product Type 03 or Product Type
04.Speci?c product type designations may be subject to change.
f."Current Published List Price"-the Seller's list price for Franchise Products as
of the most recent January price book.
g."Delivery”means delivery by Seller directly to the designated UC delivery
points.
h.“Equipment”—shall be de?ned as instrumentation or equipment sold to the
University.
i.“Equipment Maintenance Services”—shall mean those services offered by
Seller for the purposes of repair and maintenance of the Equipment,regardless
of OEM.This includes any associated service-level commitments implied or
expressed for the purposes of maintaining performance as set forth by the
Original Equipment Manufacturer (OEM)standard speci?cations.
j.“Force Majeure”means ?res;strikes;riots;pandemic or epidemic;embargoes;
explosions;earthquakes;?oods;wars;acts of terrorism;the elements;labor
disputes;shortages of or inability to secure materials or transportation facilities;
regulatory acts of government;or other causes or events beyond a party’s
control.
k.“Gross Minimum Margin”means the sales price required to retain a speci?ed
selling margin based on Seller’s product cost.
1.“Healthcare Professional”(or “HCP”)is any person or entity (a)authorized or
licensed in the United States to provide health care services or items to patients
or (b)who is involved in the decision to purchase,prescribe,order,or
recommend a Medical Technology in the United States.This term includes
individual clinicians (for example,physicians,nurses,and pharmacists,among
others),provider entities (for example,hospitals and ambulatory surgical
centers),and administrative personnel at provider entities (for example,
hospital purchasing agents).
m.“Healthcare Practitioners”are Healthcare Professionals who prescribe
prescription drugs and are licensed to provide health care in the United States
(including partnerships or corporations comprised of such Healthcare
Practitioners or of?cers,employees,agents or contractors of such Healthcare
Practitioners acting in the course and scope of their employment,agency or
contract related to or in support of the provision of health care to individuals).
Healthcare Practitioners would include advanced practice nurses,certi?ed
2
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nurse-midwives,nurse practitioners,psychiatric nurse mental health clinical
specialists,dentists,optometrists,physicians,physician assistants,and
podiatrists among other practitioners.
n.“Last Mile”means the delivery of the goods within the individual UC campus
locations from a central receiving and distribution location,at which time,UC
delivers the product to its ?nal destination.
o.“National Program”-program as prescribed by OMNIA Partners to market the
UC-General Lab Supply contract within the US to public agencies nationally,
including state and local governmental entities,public and private primary,
secondary and higher education entities,non-pro?t entities,and agencies for the
public bene?t (“Public Agencies”)
p.“Outreach“means those Events and Activities that UC will actively support to
enable the Seller to promote its Products to researchers,faculty,and staff.
q.“OMNIA Partners”-UC’s Lead Agency Marketing Partner,in partnership with
the UC and the awardee,will syndicate the contract to governmental and public
sector entities for adoption.
r."Products"means all products sold by Seller,whether or not manufactured by
Seller or bearing a Seller trademark,including but not limited to Franchise
Products and Third Party Products.
s.“Seller”or “Fisher Scientific”shall mean the Research and Safety Market
Division of Fisher Scienti?c Company L.L.C..
t."Stockroom Volume Discounts"—shall mean Seller’s bulk order volume
discounts for stockroom programs mutually agreed upon by Customer and
Seller.
u."Third Party Products"means products that may be offered by Seller from
suppliers with whom Seller does not have a distribution agreement and/or
which are sourced as an accommodation to customer.Third Party Products are
listed as Product Type 07 in Seller’s system.
v.“University and UC"are used interchangeably to mean each and all of the
Regents of the University of California,and all current and future UC campuses
and Af?liates (as further described in Section 2.a below).
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2.SCOPE AND DESCRIPTION OF PROGRAM
Purchase and Sale of Products.During the term of this Agreement,and any extension(s)
to such term,Seller shall sell to UC the Products subject to the terms and conditions set
forth in this Agreement.
a.UC Af?liates.The parties acknowledge that the bene?ts of this Agreement may
be extended to af?liates of UC who may be located outside of the UC system,
but who are conducting research activities directed and funded by UC,where
such parties shall be agreed on by Seller and subject to the terms and conditions
hereof.
b.California State University System and California Community College System
An Agreement of Understanding exists between The Regents of the University
of California,The Trustees of the California State University (CSU),and The
California Community Colleges Chancellor’s Of?ce establishing the California
Higher Education Consortium (CHEC).Through a collaborative relationship,
the Consortium seeks to combine procurement and contracting activities,plus
efforts to obtain best value goods and services while reducing total acquisition
costs.
c.All additional signees to the Agreement (e.g.the CCHEC,CSU,and similar
signees which are not part of the UC System)must be mutually agreed to by
Seller.
d.National Program Requirements.UC has partnered with OMNIA Partners to
make the Master Agreement available to other public agencies nationally,
including state and local governmental entities,public and private primary,
secondary and higher education entities,non-pro?t entities,and agencies for
the public bene?t (Participating Public Agencies).Therefore,Supplier agrees
to extend Goods and/or Services Participating Public Agencies under the terms
of this agreement.Use of the Master Agreement by any Participating Public
Agency is preceded by their registration with OMNIA Partners,which is
identi?ed as Participating Public Agency.The Participating Public Agency
may require further negotiations as per their local jurisdiction.In addition to
registration with OMNIA Partners,access to con?dential sections of this
Agreement shall be predicated on the Participating Public Agency executing a
Non-Disclosure Agreement and Letter of Intent with Seller.
e.All contractual administration regarding this Agreement (e.g.terms and
conditions,extensions,renewals,etc.)shall remain the responsibility of the
University of California.
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Operational responsibilities,including but not limited to ?duciary
responsibility,payment,performance,liabilities,disputes or issues involving
individual CSU,Community College campuses,or any Participating Public
Agency shall be addressed,administered and resolved directly with the
individual entity.The University of California,the California State University,
the California Community Colleges,and any Participating Public Agency
brought forth through the Omnia Partner’s membership,are separate and
distinct government entities.As such,each administrative unit,campus,or
public entity therein ?nancially separate and shall be responsible for their
individual ?nancial commitments.
No ?duciary responsibility for performance liability,unless otherwise
expressed,exists between the University of California and the California State
University or between the University of California and the California
Community Colleges or between the UC and any other public entities.Each
location will be subject to Seller's standard credit checks and policies,
independent of the UC’s ?duciary standing.
Each Participating Public Agency shall be assigned a tier based on their most
recent annual spend,in accordance with the below table:
Tiers
Academic K—14 Government
Tier 1 >$60M N/A >$lM
Tier 2 $5M -$60M N/A $500k -$1M
Tier 3 $1M -$5M N/A <500k
Tier 4 <$lM N/A N/A
Pricing for each tier shall be as outlined in the below table:
Tiers
Academic K-14 Government
Tier 1 Prime Prede?ned R_FP Market Basket K-14 sku market basket Government Sku market basket
Tier 1 Category Discounts K-14 custom skus Government custom skus
K-14 Category Discounts Tier 1 Category Discounts
Preferred N/A Selected Sku market basket
(Applies to ALL K-14 Selected custom skus
Tiers)Tier 1 Category Discounts
Tier 2 Prime Select sku market basket Select sku market basket
Select custom skus Select custom skus
Tier 2 Category Discounts Tier 2 Category Discounts
Preferred Subset of Select sku market basket Subset of Select sku market
Subset of Select custom skus basket
Tier 2 Category Discounts Subset of Select custom skus
Tier 2 Category Discounts
Tier 3/4 Prime Limited sku market basket Limited sku market basket
Limited custom skus Limited custom skus
Tier 3/4 Category Discounts Tier 3 Category Discounts
Preferred Base Level sku market basket Base Level sku market basket
Base Level custom skus Base Level custom skus
Tier 3/4 Category Discounts Tier 3 Category Discounts
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In the event that a Participating Public Agency becomes eligible for a change
in tier,the parties shall convene to notify such Participating Public Agency in
writing to modify any applicable contract documents to account for such
change.
3.E—COMMERCE SYSTEMS
E-Commerce Catalog.Subject to Attachment D of this Agreement,Seller's e-Commerce
catalogs shall contain items as agreed upon by the UC Contract Administrator and the
Seller.
8..UC campuses have enabled e-commerce as be?ts their situation and existing
?nancial infrastructure.The Parties must comply with the requirements in UC
Ecommerce-Appendix,Attachment D.Campus-speci?c requirements for
eCommerce programs shall be mutually reviewed between Seller and UC.
For Participating Public Agencies,e-commerce provisions shall be negotiated
directly and independently with such agency.
4.SUSTAINABILITY
Seller will create commodity-speci?c sustainability program to assist UC in furthering
its own Sustainability
8..Seller agrees that it shall collaborate and work in good faith with University in
furthering the University‘s sustainability goals including,without limitation,
identifying suitable opportunities for the reduction of carbon emissions and
waste relating to the supplies made under this Agreement.
UC expects Seller to begin the CSR Assessment with EcoVadis,within 180
days of Contract signing for purpose of establishing a baseline and/or creating
plan for targeted improvements (if below avg.score).UC shall use the
EcoVadis assessment as part ofthe Seller’s evaluation and may be part of an
ongoing Sustainability Business Review.Up-to-date information regarding
the UC Sustainable Procurement Policy can be found on the link below.
https ://www.ucop.edu/procurement-services/for-ucstaff/sustainable-
procurement/sustainable-procurement-policy-guidelines.
5.UC PROCURE—TO—PAY PROCESS (P2P)REQUIREMENTS
Ecommerce Procedures.UC orders placed with Seller shall be binding on Seller
upon receipt and acceptance of a purchase order.The Seller will honor all
6
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pricing as outlined in Attachments E and F.Any exceptions shall be managed
on an individual basis,should exceptions persist.UC and the Seller shall work
in good faith to resolve the exceptions.Where mutually agreed,Seller shall
accept preferred payment method as de?ned by each UC campus.Seller
cannot accept any form of purchase cards (P-Cards),credit or debit cards (
“Ghost Cards”)and credit cards in the UC Campus ecommerce setting.
b.Non-Ecommerce Procedures.Orders under this Agreement may be submitted
from any of Customer’s locations in North America by telephone,facsimile,
mail,or electronic means,including Seller’s website.Customer may determine
the status of its orders by calling Seller’s toll-free customer service number or
using Seller’s website.Orders for Franchise Products may be cancelled by UC
up until the time of shipment to UC by Seller or by Seller’s supplier.
Cancellation of orders for Third Party Products may require the consent of the
supplier,and Customer shall reimburse Seller for any cancellation charge
imposed by the Seller’s supplier.Seller shall only accept purchase cards (P-
Cards),ghost cards,credit cards or similar payment methods at the point of
sale.
All purchases,through the eCommerce system or non-eCommerce system with
the Seller,are subject to the terms and conditions of the Order of Precedence as
outlined in this Agreement.For purchases where the terms may be different
than the agreed upon terms,the terms shall have no weight to the Terms and
Conditions set for in this agreement,unless agreed to by the parties in a separate
signed writing.
c.Order Packaging and Labeling.Seller will individually package and label every
UC order with the following information:
Purchase order number.
Product description,quantity and catalog number of the Product
ordered.
Other information,as may be reasonably requested by ordering UC
Department subject to Seller’s consent (which shall not be unreasonably
be withheld).
Seller will attach a packing slip to the outside of the package that will
be easily inspected by UC.
d.Invoicing.The method for invoicing is through electronic format as de?ned per
each campus location.UC expects the Seller to be consistent in their
submission of invoices.All invoices must clearly indicate the following
information
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6.
State and local sales taxes as separate line item
Purchase Order number
Description,quantity,catalog number
Price of every Product or service
Receiving Locations.Seller shall provide delivery to all of UC's current and
future authorized Designated Delivery points via a common carrier desktop
delivery model.Seller will continue to offer mutually bene?cial transportation
and product delivery programs to the UC campuses,where such programs
currently exist between Seller and UC.The parties shall work together in good
faith to identify opportunities and mutually agree to off-setting costs.
Freight Terms.All Products (including Franchise Products and Third Party
Products)shall be delivered FOB (Freight on Board)Destination with standard
freight and handling charges absorbed by Seller.Rush delivery charges shall
apply as described in Clause 5.i.UC and Participating Public Agencies shall be
responsible for all white glove delivery costs.For UC,LSG Third Party freight
costs shall be as negotiated by UC and LSG and transacted through Seller.LSG
Third Party freight for UC shall not be absorbed by Seller.All Third Party
freight costs to be absorbed by Seller for Participating Public Agencies.Non-
Standard delivery costs for any items over $100,000 (i.e.any delivery costs
outside of carrier charges for transport)shall be borne by UC or Participating
Public Agency.Minimum order charges will not apply for any Products
provided where a supplier of any Third Party Product has a minimum order
charge that Seller is not reasonably able to negotiate away,then Seller shall
communicate this to UC prior to order placement for that Product.
Standard Delivery Requirements.Seller shall endeavor to supply supplier-
stocked Products on a next Business Day basis in respect of (i)electronic orders
placed before 2pm PST,and (ii)telephone orders placed before 4pm PST.
Where delivery of any product requires a longer lead time for delivery or
applicable installation,Seller will quote the relevant lead time to UC at time of
order confirmation.
Last Mile Delivery.Where reasonable,Seller will deliver Products to a
centralized,campus-speci?ed,receiving location where,subsequently,UC will
deliver Products to the end user.Products may be delivered individually or as
mixed pallet(s),as determined by each campus location.Regardless of delivery
to the centralized receiving location,each box within Seller’s direct control
shall be labeled appropriately for delivery to end-customer (could be bulk-
volume-quantity or one-off purchase).Any new Last Mile Delivery Programs
must be by mutual agreement in writing of the parties.
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i.Rush Delivery Requirements.Seller agrees to use all commercially available
resources to deliver UC emergency orders,for Seller's standard offering,within
twenty-four (24)hours after receipt of order at no additional charge to UC other
than actual express shipping charges from carrier.
j.Out-of-Stock Procedures.Seller will notify UC if any ordered item(s)are out
of stock.If UC approves,the out-of-stock item will be added to the backorder
?le and will be delivered to UC when the item is in stock without a further order
being submitted.Seller will endeavor to hold pricing on backordered products
wherever possible.hi the event of a manufacturer’s price change during the
backorder period,Seller will provide written notice of such increase to UC.
Upon written notice,UC and Seller shall review products and establish
mutually agreed upon new pricing.UC shall be permitted to terminate a
backorder,without penalty,if such a price increase occurs.
k.Returns.Seller offers a thirty (30)-day “no hassles”return policy.UC may
return a Franchise Product within thirty (30)days of receipt by obtaining a
return goods authorization (“RGA”)number from Seller and referencing the
RGA number on return shipping documents.Returns made without an RGA
number may be returned to the UC,freight collect.Returned 3rd-PartyProducts
are subject to reasonable restocking fees charged by the manufacturer.Seller’s
return policy does not apply to (i)Products which have been discontinued,
(ii)Products which are personalized or customized,(iii)Products not purchased
from Seller,(iv)Refrigerated or temperature-controlled Products,(v)Products
which are outdated,shelf-wom,used or defaced and,therefore,unsuitable for
return to stock and resale as new,(vi)reagents,diagnostics,or chemicals,which
have been opened,or (vii)Products that UC has caused to be shipped outside
of the United States (or country of delivery),or (viii)any medical devices.
6.TIME
Seller’s performance of its work under this Agreement vitally affects the
operation of UC and its facilities,therefore,delivery performance will be
measured against agreed to delivery schedules.In the event of any delay
Seller shall notify UC as soon as reasonably practicable.In the event that
Seller is unable to accommodate a speci?c delivery request,UC may,at its
own cost,procure the goods elsewhere.
7.PRICING AND APPLICABLE TAXES
a.Pricing for UC shall be as described in Attachment E and Attachment F.
b.Pricing for Participating Public Agencies shall be as described in Attachment
L and Attachment M.
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8.PRICE CONSISTENCY
Seller's internal pricing system is set-up to offer the agreed contract price to all UC
locations,and Seller shall use best efforts to ensure price consistency across all UC
locations.Notwithstanding the foregoing,deviations from the contract price (lower than
contract price)may be offered to speci?c UC customers to re?ect special situations such
as new lab start-ups,bulk purchase discounts,or one-off competitive situations.To
ensure traceability and visibility of such pricing,Seller shall provide,where reasonable,
UC with a savings report identifying any such contract price deviations to UC as part of
the UCOP Quarterly Business reviews.Where Seller wishes to offer promotional
pricing,the parties shall work together to allow for short-terrn promotional pricing to be
offered on a UC system-wide basis.This will require speci?c start and end dates as well
as timely loading of catalogs to capture price changes.
9.DEPARTMENT STOREROOMS:PURCHASE AND SALE OF
PRODUCTS
Contract pricing for UC department storerooms shall be consistent;every UC
department storeroom shall receive equivalent pricing as per the contract price terms
described herein,provided that price deviations per storeroom may apply in respect of
Stockroom Volume Discounts and manufacturer supported price rebates for speci?c
opportunities.Seller agrees to sell Products to the UC department storerooms subject to
the terms and conditions set forth in this Agreement.To ensure traceability and visibility
of such pricing,Seller shall provide UC with a report identifying any such additional
discounts to UC as part of the UCOP Quarterly Business reviews.
10.CATALOG UPDATES
a.For UC,pricing for Franchise and Third Party products are subject to changes
as stated in Attachment E herein,and catalog updates shall be governed by E-
Commerce Attachment D.For Participating Public Agencies,catalog updates
are as described in Attachment K.
b.Other Catalog Updates.Seller may provide other updates to the UC catalog
quarterly or as mutually agreed.These updates may include (without limitation)
changes to content,the addition of new products,removal of discontinued
items,updates to unit of measure,products subject to Gross Minimum Margin,
updates to Third Party Products and special promotional offer price decreases.
Seller shall provide UC with notice of manufacturer price decreases in atimely
manner.Seller shall pass on to UC the bene?t of such price decreases,provided
that the parties shall review and mutually agree the schedule for the
implementation of such changes into the UC catalog.
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c.Discontinued Products.To the extent that Seller has knowledge of a
discontinuation prior to 60 days of a Product being discontinued,Seller shall
notify UC sixty (60)days in advance of any Product being discontinued and
will,where agreed,hold limited stocks of the Product for UC to purchase for
up to a maximum of 60 days after the date of discontinuance.
d.Unit of Measurement Alignment.Seller will work closely with UC in respect
of unit of measure inconsistencies and to determine best possible match to units
requested.
e.Material Portfolio Adds.In the event of material addition of new suppliers to
Seller's portfolio,the parties shall discuss and agree,in good faith,the basis on
which such products shall transact.
11.FEES AND INCENTIVES
a.Outlined in Attachment G:Fees &Campus Engagement Funding for UC and
Attachment H for Public Participating Agencies
12.ADDITIONAL PROGRAMS AND PARTNERSHIPS
a.Campus Partnership:Where mutually bene?cial and agreed upon,Seller will
support Campus Partnership programs and initiatives at each UC location.
b.Dedicated Resources:Seller will provide a dedicated Industry Director,
?nancial analyst and marketing resource to support the UC /OMNIA National
agreement.
c.Value Added Services:Seller will provide additional incentives,campus
partnerships,and programs to the UC as mutually agreed upon during the
Agreement term.
d.Thermo Umbrella Program:Seller will work together with UC in good faith to
develop a common set of terms and conditions as a common platform for the
purchase and sale of products and services across multiple divisions of Thermo
Fisher Scienti?c.Seller will,where applicable,work together in good faith with
UC to add addenda containing mutually agreed upon terms and conditions to
the Agreement in order to facilitate the purchase and sale of products and
services by UC from applicable divisions of Thermo Fisher Scienti?c.
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13.SERVICE STANDARDS
a.Service Standards.Seller shall provide the following minimum service
standards:
0 Normal Delivery (stock)-for Market Basket Products:98%within 2
Business Days
0 After Receipt of Order (ARO)and for non-Market Basket Products:
98%within 3 Business Days ARO.Seller shall endeavor to supply
Supplier stocked Products on a next Business Day basis in respect of (i)
electronic orders placed before 2PM PST,and (ii)telephone orders
placed before 4PM PST.Where delivery of any product requires a
longer lead time for delivery or applicable installation,Seller will quote
the relevant lead time to UC at the time of order con?rmation.
0 Rush Delivery -98%within 1 Business Day ARO.Seller agrees to use
all commercially available resources to deliver UC emergency orders,
for Seller’s standard offering,within twenty-four (24)hours after
receipt of order at no additional charge to UC other than actual express
shipping charges from carrier.
0 Retums-Seller offers a thirty (30)day “no hassles”return policy.UC
may return a Franchise Product within thirty (30)days of receipt by
obtaining a return goods authorization (“RGA”)number from Seller and
referencing the RGA number on return shipping documents.Returns
made without an RGA number may be returned to the UC,freight
collect.If a 3rd-partyproduct,returned Products are subject to
restocking fees charged by the manufacturer.UC does not pay Seller
or manufacturer’s restocking fees for Franchise Products.Seller’s return
policy does not apply to (i)Products which have been discontinued,(ii)
Products which are personalized or customized,(iii)Products not
purchased from Seller,(iv)Refrigerated or temperature-controlled
Products,(v)Products which are outdated,shelf-wom,used or defaced
and,therefore,unsuitable for return to stock and resale as new,(vi)
reagents,diagnostics,or chemicals,which have been opened,or (vii)
Products that UC has caused to be shipped outside of the United States
(or country of delivery),or (viii)any medical devices.
0 Pick up returns -98%within 3 Business Days,where possible given
carrier and RGA procedures.
0 Credits -98%within 10 Business Days
0 Request for report -within 10 Business Days for reasonable request for
commercially available information.
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0 Line Item ?ll rate -98%for Market Basket items,95%for non-Market
Basket items,unless impacted by a force majeure event
0 Delivery accuracy -98%(correct place,correct size and quantity,
correct items)
0 Delivery,on-time -98%(against agreed delivery date con?rmed by
Seller),unless impacted by a force majeure event
0 Invoice/billing accuracy -98%(applicable to initial invoice
submission)
0 Customer service satisfaction -95%
0 Quote turnaround -as soon as reasonably practicable,depending on
manufacturer response
b.Should,however,the service levels fall below the minimum standards and
Seller does not take corrective actions within 14 days following the date of
UC written noti?cation to Seller,UC shall escalate the matter to Seller's
senior management for development of a mutually agreed upon corrective
action plan to resolve the concern.In the event that,despite such actions,
Seller fails to improve performance and continues to materially fail the
relevant standards,UC reserves the right to terminate this Agreement.
c.Where a failure to perform under this Agreement is caused by a Force
Majeure event,Seller shall have the right to either:(i)terminate,by written
notice to UC,all or part of the Order without liability or (ii)extend the date
of delivery or performance for a period equal to the duration of the delay.
14.SUBSTITUTIONS
No substitutions of Products ordered including brand or size will be permitted except
with the express prior written approval from authorized UC personnel.
15.MINIMUM ORDER
There shall be no minimum order requirement for Franchise Products during the term
of this Agreement and any extension(s)of such term.
16.REPORTING
UC Reports.Seller will provide each UC campus quarterly summary sales,usage,
differentiated storeroom pricing,and UC speci?c incentive,and service level reports at
no additional cost to UC,in electronic format,i.e.Excel or CSV.
Participating Public Agency Reports,if requested,shall be as agreed upon between
Seller and agency.
17.GENERAL TERMS AND CONDITIONS
University of California Terms and Conditions.University of California Terms and
Conditions,Attachment B,dated April,22,2021.To the extent of any inconsistency
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between such terms and the main body of this Agreement,the main body of this
Agreement shall take precedence.
18.PRODUCT CERTIFICATION
a.Seller hereby certi?es and warrants that all Products sold to UC under this
Agreement.
b.Shall be new and genuine.UC may permit the sale of refurbished or used
product,provided it is clearly designated as such prior to purchase and
approved by UC.
c.Shall be provided in the manufacturer's original packaging unless offered by
Seller in an alternative unit of measure.
d.Shall be manufactured and sold by,or distributed to,the Seller for sales in the
United States.
e.Shall be sold to the Seller from legal and reputable channels,which are
understood to be the manufacturer or authorized representatives of the
manufacturer of the Products.
f Shall not be altered or misbranded within the meaning of the federal and state
laws applicable to such Products.
g.Shall not be produced in whole or in part by forced labor,convict labor,or
indentured labor under penal sanction.
h.Seller agrees that the Products furnished under this Agreement shall be covered
by the standard manufacturer warranties,and that the rights and remedies so
provided are in addition to and do not limit any rights afforded to UC by any
other article in this Agreement and any subsequent Agreement.Such warranties
will be effective notwithstanding prior inspection and/or acceptance of the
Products by UC,and in all cases shall commence upon shipment of the Products
to UC.
19.AGREEMENT TERM
Unless terminated per section 20,Termination of Agreement,this Agreement shall be
effective for a period of four (4)years,from June 15,2021 ("Effective Date“)through
June 30,2025.Thereafter,the parties may by mutual agreement renew or extend the
Agreement for additional two (2)-year periods,up to ten (8)years maximum agreement
duration,at the same terms and conditions upon mutual agreement of the parties.
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20.TERMINATION OF AGREEMENT
a.Either Party may terminate this Agreement for cause at any time,in
accordance with the terms of Article 2 of University of California Terms
and Conditions,subject to the terms of this Clause 20.b.
b.Either party may terminate this Agreement for cause,at any time,upon
sixty (60)days prior written notice of termination and to the extent thereof
without penalty.A party shall have sixty (60)days from the date it receives
notice in which to cure any material breach of the Agreement and
termination shall be effective at the end of such period only if a party fails
to cure the breach.
c.If any termination of this Agreement takes place,Seller shall extend to UC,
upon UC’s request,an additional ninety (90)day period to properly
implement a smooth transition.Fees for the services performed during the
additional ninety (90)days will be negotiated in good faith between UC
and Seller.
21.PROMOTIONS
Seller may offer promotions supportive of its efforts to sell Products under this
Agreement.Seller shall not give promotional awards to UC and end users,including by
way of example:clothing,personal electronic equipment,retail gift certi?cates or
similar items.Seller may,however,make available free Product(s),credit(s)on Product
purchases or other business-related award(s).UC af?rrns that it will not allow its
Covered Recipients (as de?ned in the Sunshine Act and relevant state statutes)to
request or accept any promotional products or other pecuniary incentives that are not
compliant with the Sunshine Act.UC shall also identify and disclose to Seller any
procurement activity or personnel acting for the bene?t of or at the direction of any
Covered Recipients.
22.MARKETING REFERENCES
Ir1 accordance with California law and University policy and without prior express
written consent of UC,Seller shall not use the name of the University of California,or
any abbreviation thereof,or any name of which “University of California"is a part,or
any trademarks of the UC,in any commercial context
a.Ir1addition to the above,if the reference only concerns a speci?c campus,then
the prior express written consent of a duly authorized of?cer of that campus is
required.
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b.Headings and Captions.The headings and captions contained in this
Agreement are inserted for convenience,or referenced only,and are not to be
deemed part of or to be used in construing this Agreement.
23.PRICE AUDITS
UC shall be entitled,upon reasonable prior notice to Seller,to perform an annual price
accuracy audit in respect of the prices charged by Seller over the prior year.Seller shall
provide UC with reasonable assistance in respect of such audits,including the provision
of reasonable history of sales information.In respect of Third Party Products,the parties
agree that such audit may include a sampling of Third Party pricing (not to exceed ten
(10%)percent of Third Party Products purchased).The UC shall have the right to
identify which Third Party Products purchased it wishes to audit within the sample.
Seller shall provide the auditor relevant details in determining the selling cost (MSRP
plus 4%)to the UC,including the Seller's invoice for a given item.Requests for speci?c
documentation in support of pricing may not be available in all cases.In the event there
are discrepancies found,the Seller will allow the UC to Audit up to 100%of Third Party
Products purchased.Disclosure of price information to any third party consultant
appointed by UC shall be subject to the consultant entering into reasonable
commitments of con?dentiality with Seller in respect of the information disclosed.UC
will conduct such audits at its sole cost and expense,and all ?ndings shall be deemed
to be Seller's con?dential information.UC will share the results of such audits with
Seller and allow Seller a reasonable time period to respond to such ?ndings.In
calculating any underpayment or overpayment,UC shall be required to offset any
undercharges against overcharges.In the event that UC wishes to engage a third party
auditor to perform any audits under this agreement or related to the RFP,such third
party auditor must execute a con?dentiality agreement with Seller in a form acceptable
to Seller.Seller reserves the right to reject any third party auditor that Seller reasonably
believes will use its con?dential and proprietary pricing and methods in any manner for
the bene?t of the third party auditor,such as benchmarking,and/or the bene?t of Seller’s
competitors.
24.ENTIRE AGREEMENT
This Agreement,together with the above-named instruments,constitute the entire
agreement between UC and Seller with respect to the subject matter and supersedes all
previous negotiations,proposals,commitments,writings,advertisements,publications,
and understandings.
25.Order of Precedence.
Should any con?ict arise between the terms of this Agreement and any other negotiated
documents,the inconsistency shall be resolved by giving precedence in the following
order:
1.This Agreement #202l002889 —“University of California
Strategic Sourcing Agreemen ”
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Non-Disclosure Agreement for Participating Public Agencies
Letter of Intent for Participating Public Agencies
Fisher’s Response to RFP#2l0l-July2020
RFP #2101-July2020 General Lab Suppliers and Distribution
Services
.V'.-‘>.‘*’.N
26.LIMIT OF LIABILITY FOR PARTICIPATING PUBLIC
AGENCIES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN,SELLER’S LIABILITY (WHETHER BY REASON OF BREACH OF
CONTRACT,TORT,INDEMNIFICATION,OR OTHERWISE,BUT EXCLUDING
LIABILITY OF SELLER FOR BREACH OF WARRANTY (THE SOLE REMEDY
FOR WHICH SHALL BE AS PROVIDED UNDER SELLER’S STANDARD
WARRANTY PROVISIONS))SHALL NOT EXCEED AN AMOUNT EQUAL TO
THE LESSER OF (A)THE TOTAL PURCHASE PRICE PAID BY
PARTICIPATING PUBLIC AGENCY TO SELLER FOR THE PRODUCT(S)OR
SERVICES GIVING RISE TO SUCH LIABILITY OR (B)ONE MILLION
DOLLARS ($1,000,000).NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN,IN NO EVENT SHALL EITHER PARTY BE
LIABLE FOR ANY INDIRECT,SPECIAL,CONSEQUENTIALOR INCIDENTAL
DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF
USE OF FACILITIES OR EQUIPMENT,LOSS OF REVENUE,LOSS OF DATA,
LOSS OF PROFITS OR LOSS OF GOODWILL),REGARDLESS OF WHETHER
SELLER (a)HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES.OR (b)IS NEGLIGENT.HOWEVER,IN NO CASE SHALL THIS
LIMIT OF LIABILITY APPLY TO SELLER’S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.THE FOREGOING INDEMNIFICATION PROVISION
STATES A PARTY’S ENTIRE LIABILITY TO THE OTHER FOR THE CLAIMS
DESCRIBED HEREIN.
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Attachment B:UC Terms and Conditions of Purchase,dated April 22,2021
SEE ATTACHMENT B.
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Attachment C:FEMA Addendum
SEE ATTACHMENT C.
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Attachment D:UC e—C0mmerce Attachment
SEE ATTACHMENT D.
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Attaclunellt E:UC Pricing
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Attachment F:UC Market Basket and UC Catalog Discounts
SEE ATTACHMENT F.
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Attachment G:UC Incentives
an
b.
C.
d.
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Attachment H:Participating Public Agency Incentives
b.Sustainability Ir1centive.Each eligible Participating Public Agency will be able to
receive up to $5,000 USD annually for sustainability programs.Sustainability program
participation is subject to Participating Public Agency maintaining Supplier’s “Prime
Supplier Designation”as agreed between the parties in the Master Agreement.
Sustainability incentives shall be based on the following schedule:
Annual Spend Sustainability Incentive
$1M -$3M $1,000
$3M -$5M $3,000
>$5M $5,000
Seller will make payment of any sustainability incentive within forty-?ve (45)days of
the end of each contract year.
c.STEM Incentive:Supplier will work with Omnia Partners to identify and support at
least three (3)STEM programs annually,in underserved communities.Supplier will
coordinate with Omnia Partners to deliver Stern Credible,Innovation Nation,or
similar mutually agreed upon programs that provide hands-on and team-based
activities.
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d.In the event that Participating Public Agency is not in compliance with the payment
terms of this Agreement,or any other material contractual provision,Seller may
modify payment terms,require from Participating Public Agency full or partial
payment in advance,or other security that is satisfactory to Seller,and/or withhold
payment of any and all incentives or rebates otherwise earned by Participating Public
Agency,without notice and without incurring penalty or paying interest,until such
time as Participating Public Agency remits payment for such overdue invoices to
bring its accounts receivable balance into compliance or bring the Prime or Preferred
Supplier terms in to compliance.
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Attachment 1:Principal Purchasing Agency (University of California)Requirements
Communication and Access
I.
II.
III.
IV.
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Ecommerce and Conversion Activities
Refer to Attachment D:UC Ecommerce —Appendix or UC e-Commerce Attachment
Relationshi with Su liers
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Attachment J:Prime and Preferred Supplier (Tiers 1-4)(Excluding University of
California)
Eligibilitv for “Prime”and “Preferred”Supplier designation as outlined in Section 2.h of the
Agreement shall be subject to the below requirements:
Eligibility and Requirements
Preferred
Registered OMNIA Partners Participating Public
?ency Registered OMNIA Partners Participating Agency
Signed Letter of Intent by Participating Public Agency
(Seller and Agency)
Signed Letter of Intent by Participating Agency (Seller
and Agency)
Signed Non-disclosure Agreement for Contract
Terms,Conditions and Pricing
Signed Non-disclosure Agreement for Contract
Terms,Conditions and Pricing
Signed Master Pricing Agreement Signed Master Pricing Agreement
Communication and designation of Preferred
Agreement award to user community and
manufacturer community.Promotion of benefits of
this Agreement to end users and procurement teams
along with reasonable support to monitor
implementation and compliance
Communication and designation of Prime Agreement
award to user community and manufacturer
community.Promotion of benefits of this Agreement
to end users and procurement teams along with
reasonable support to monitor implementation and
compliance
Unless mutually agreed upon,Participating Public
Agency will refrain from issuing an RFP for all or part
of its laboratory product supply business during the
term unless Fisher materially fails to meet its
obligations under this Agreement
Unless mutually agreed upon,Participating Public
Agency department will refrain from issuing an RFP
for all or part of its laboratory product supply business
during the term unless Seller materially fails to meet
its obligations under this Agreement
Seller designated as Preferred Supplier on
eCommerce platforms.Full breadth of Se||er’s
catalog made available for ordering and enabled on
Preferred Public Agency’s eCommerce platform,less
items regulated by state or local laws.Seller channel,
where enabled,shall remain open in eCommerce
environment.
Seller designated as Primary Supplier on eCommerce
platforms.Full breadth of Se|ler’s catalog made
available for ordering and enabled on customers
eCommerce platform,less items regulated by state or
local laws.Seller,where enabled,shall remain open
in eCommerce environment.
Seller will be designated as a distributor/supplier for
all manufacturer supported pricing programs.
Seller will be exclusive distributor/supplier for all
manufacturer supported pricing programs.
Full on-campus access to Seller Full on-campus access to Seller;Limited access to
competitors
Participating Public Agency and Seller shall regularly
review aggregate laboratory supply product spend
with a goal of identifying opportunities for competitive
spend conversion to Seller.
Participating Public Agency participation in semi-
annual business reviews with Seller in support of
enhanced supplier management efforts and Se|ler’s
designation as primary supplier.These discussions
will include the sharing and review of competitive
data,including,but not limited to,promotional activity,
ecommerce content (hosted and punch-out)and
spend data.Participating Public Agency shall co-
operate to implement plans to convert spend with
alternative channels to Seller.
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Eligibility and Requirements
Projected volume where Seller represents 80%of
available spend (market share reports to be shared
with Seller quarterly)
Competitors are to only have hosted catalogs on
purchasing platform listing exclusives and their
corporate brands only.No level II punch-out.
Blocking to be completed within 90 days of mutually
executed agreement.
Participating Public Agency will use its best efforts in
conducting joint marketing campaigns to highlight
Se||er’s position as prime lab supplier,including
(without limitation),the procurement or purchasing
internal website.
Manufacturers available through Seller will not have
duplicate presences on eCommerce platforms
Ensure weighting of attributes supporting Seller as
priority supplier
Storeroom or on-site consignment programs will be
offered/supported by Seller services and or products.
Risk of being removed from Prime or PreferredProgram if requirements are not met
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Government Table Preferred Primary
Contract Value-Add to Participating Agency
++++
Fisher Scientific product Discount Schedules
Market Basket for Top Items Purchased in the Government
Segment
Customer Specific Hot Lists
Manufacturer Rebated Pricing
Exclusive Promotions
++++++++
New Lab Start Up Program
Switch and Save Program
Shipping Cost Avoidance
+++++++++++++:
Sustainability Incentive
Diverse Supplier Program
STEM Programs
Pipette Calibration
Instrument Certification
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Laboratory Casework Installation
Finance and Leasing Programs
—
Inventory Management Services-
—
Encompass Procurement Services
Unity Lab Services
Global Export —
Dedicated Single Point of Contact for OMNIA Partners
Team of Sales Management and Representatives
+++++++++
++
+
+
+
+++++++++
Safety,Life Science,and Chemical Specialists
Dedicated Customer Service
Consolidated Master Contract
Number of "+"indicates differentiated value of commitment
+++++
AttachmentJ Continues on Next Page
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Attachment K:Participating Public Agency Pricing
Pricing.All Franchise Product Pricing for Participating Public Agencies,speci?cally
excluding manufacturer direct price agreement and or special manufacturer
agreements,will be held for 12 months not to exceed March 3 1st of 2022,unless the
Gross Minimum Margin (GMM)for a product is less than 15%,which may be
adjusted at any time.Actual pricing for the Category Discounts is derived as List
Less discounts from the January 2022 Seller published list price.After March 31st,
2022,the Market Basket and Category discounts will be derived from the Seller’s
January published List price each calendar year.All subsequent updates or price
adjustments,whether increase or decrease in the prices,shall be subject to the terms
as outlined in sections a through f below.
a.The Market Basket list for each Tier shall be as outlined in Attachment L and
shall be first updated on March 31,2022.The Market Basket shall remain firm
for the term of the Agreement.Customized SKU pricing (as shown in the table
below)will be established for Franchise Products less than $1000,upon
mutual execution of the NDA and LOI,and accompany the document as an
amendment between the two (2)parties.These items will be refreshed where
mutually agreed,as needed.Seller shall be entitled to implement revised
pricing from the first business day in the new calendar year.
Tiers
Govemment
Tier 1 Prime 300 Sku market basket
500 custom skus
Tier 1 Category Discounts
150 Sku market basket
200 custom skus
Tier 1 Category Discounts
Tier 2 Prime 300 sku market basket
500 custom skus
Tier 2 Category Discounts
150 sku market basket
200 custom skus
Tier 2 Category Discounts
Tier 3/4 Prime 300 sku market basket
500 custom skus
Tier 3 Category Discounts
150 sku market basket
200 custom skus
Tier 3 Category Discounts
36
DocuSign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
b.Category Discount Schedule.Attachment M is a schedule of discounts for
those Franchise Products which are not included in the Market Basket.For the
avoidance of doubt,Products where Participating Public Agency has agreed
pricing direct with the manufacturer (with Seller acting as distributor)then
such products shall be priced on the basis of the rebated pricing or agreement
between Participating Public Agency and the manufacturer.Where
manufacturer rebate pricing exists,it shall be governed by the terms set by the
manufacturer.Should this pricing expire without renewal by the manufacturer,
pricing to Participating Public Agency shall be determined from the Category
Discount Schedule.
c.Prices for Third Party Products shall be calculated as supplier’s current list price
+31%,inclusive of standard freight.
d.Payment terms for Participating Public Agencies are Net 30 from date of
invoice.
Notwithstanding any of the preceding language,in no event shall any Product be sold below
cost.In the event that a Product is priced below cost,Seller shall be permitted to immediately
raise the price for 1)Franchise Products,to the Gross Minimum Margin,and for 2)Third Party
Products,to actual cost (inclusive of freight).
37
DocuSign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
Attachment L
Participating Public Agency Market Basket(s)(by Tier)
SEE ATTACHMENT L.
38
DocuSign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
Attachment M
Participating Public Agency Catalog Discounts (by Tier)
SEE ATTACHMENT M.
39
Docusign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
Attachment B:
Terms and Conditions of Purchase
””I‘§EI‘“3'TI'Fisher Scientific Agreement 2021002889133'"
C?‘c.L.|IFE.'PE|‘-ll?lz
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
Universiwof 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 ofthe 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 ofthe Goods,or the performance of all or any portion ofthe 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
Sen/ices 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 ("|nitia|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.Intentionally Deleted.
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 thisArtic|e.
!""
ARTICLE 3 —PRICING,INVOICING METHOD,AND SE1'|'LEMENT METHOD AND TERMS.
Pricing is set forth in the Agreement or Purchase Order,at the time of the 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 set forth in these terms or the Agreement.UC will pay Supplier,upon
submission of invoices,for Goods and/or Services provided.Invoices must be itemized and reference the Agreement or Purchase Order
number.UC will not pay shipping,packaging or handling expenses,unless specified in the Agreement or Purchase Order.Unless otherwise
provided,freight is to be FOB destination.Any of Supplier's expenses that UC agrees to reimburse will be reimbursed under UC's Travel
Policy,which may be found at httgz?www.ucog.edu(centraI-travel-management(resources(index.htm|.Where app|icab|e,Supp|ierwi||pay
alltaxes imposed on Supplier in connection with its performance under the Agreement,including any federal,state and local income,sales,
use,excise and other taxes or assessments.Notwithstanding any other provision to the contrary,UC will not be responsible for any fees,
interest or surcharges Supplier wishes to impose.
Page 1 of 16
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Attachment B:
Terms and Conditions of Purchase
””I"“EI‘I5'TI'Fisher Scientific Agreement 2021002889
'
ARTICLE 4-INSPECTION.
The Goods and/or Services furnished will be exactly as specified in the manufacturer's specifications,free from all defects in Supplier's
performance,design,skill and materials,and,except as otherwise provided in the Agreement,will be subjectto inspection and test by UC.
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 correctthem atthe sole cost of Supplier,or require provision of such Goods and/or Services at a reduction in price that
is equitable under the circumstances.If Supplier is unable or refuses to correct such deficiencies within a time UC deems reasonable,UC
may terminate the Agreement in whole or in part.Supplier will bear all risks as to rejected Goods and/or Services and,in addition to any
costs for which Supplier may become liable to UC under other provisions of the Agreement,will reimburse UC for all transportation costs,
other related costs incurred,or payments to Supplier in accordance with the terms of the Agreement for unaccepted Goods and/or Services
and materials and supplies incidental thereto.Notwithstanding final acceptance and payment,Supplier will be liable for latent defects,
fraud or such gross mistakes as amount to fraud.
ARTICLE 5 —ASS|GNED PERSONNEL;CHARACTER OF SERVICES
Supplier will provide the Services as an independent contractor and furnish all equipment,personnel and materiel sufficient to provide the
Services expeditiously and efficiently,during as many hours per shift and shifts per week,and at such locations as UC may so require.
Supplier will devote only its best-qualified personnel to work under the Agreement.Should UC inform Supplier that anyone providing the
Services is not working to this standard,Supplier will immediately remove such personnel from providing Services and he or 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 UCfor 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 authorib/.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 securib/,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,Z3,Z4,25 and Z6 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,penalb/,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 UCAppendix Data Security is NOT inc|uded:(iv)Supplier has developed a business interruption and disaster recovery program and is
executing such program to assess and reduce the extent to which Supplier's hardware,software and embedded systems may be
susceptible to errors or failures in various crisis (or force majeure)situations;(v)if Supplier uses electronic systems for creating,
modifying,maintaining,archiving,retrieving or transmitting any records,including test results that are required by,or subject to
inspection by an applicable regulatory authorib/,then Supplier represents and warrants that Supplier's systems for electronic records
are in compliance;and (vi)Supplier agrees that the Goods and/or Services furnished under the Agreement will be covered by the most
favorable warranties Supplier gives to any customer for the same or substantially similar goods or services,or such other more
favorable warranties as specified in the Agreement.The rights and remedies so provided are in addition to and do not limit any rights
afforded to UC by any other article ofthe 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-S6 (Materiel Management;Purchases from EntitiesVio|ating State or Federal Water orAir 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.WebAccessibi|ity Requirements.As applicable to the Supplies and/or Services being provided undertheAgreement,Supplier warrants
that:
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FF
Attachment B:
Terms and Conditions of Purchase
””""“EI‘I5'TF Fisher Scientific Agreement 2021002889
1.;F
1.It complies with California and federal disability laws and regulations;and
Z.|ntentiona||yDe|eted.
3.Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Goods and/orServices;
General Accessibilit Re uirements.Su Iier warrantsthat:
1.It will comply with California and federal disability laws and regulations;
2.Intentionally Deleted;and
3.Supplier agreesto promptly respond to and use reasonable efforts to resolve and remediate any complaint regarding accessibiliw
of its Goods and/or Services.
Warrang of Quiet En'oyment.Supplier warrants that Supplier has the right of Quiet Enjoyment in and conveys the right of Quiet
Enjoyment to UC for UC's use of,any and all intellectual properw that will be needed for Supplier's provision,and UC's use of,the
Goods and/or Services provided by Supplier under the Agreement.
California Child Abuse and Neglect Reporting Act ("CANRA").Where applicable,Supplier warrants that it complies with CANRA.
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 oractivities.
UCTrademark Licensing Code of Conduct.Ifthe Goods will bear UC's name (including UC campus names,abbreviations ofthese 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
complieswith theTrademark LicensingCode ofConduct policy,available at http://po|icy.ucop.edu/doc/3000130/TrademarkLicensing.
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.
General Product Warranty.Supplier warrants that the Products will operate or perform substantially in conformance with Supplier's
published specifications and be free from defects in material and workmanship,when subjected to normal,proper and intended usage
by properly trained personnel,for the period of time set forth in the product documentation,published specifications or package
inserts.If a period of time is not specified in Supplier's product documentation,published specifications or package inserts,the
warranty period shall be one (1)year from the date of shipment to UC for equipment and ninety (90)days for all other products (the
"WarranwPeriod").Supplier agrees during the Warranty Period,to repair or replace,at Supplier's option,defective Products so as
to cause the same to operate in substantial conformance with said published specifications;provided that UC shall (a)notify Supplier
upon the discovery of any defect,which notice shall include the product model and serial number (if applicable)and details of the
warranty claim;and (b)after Supplier's review within 2 business days,Supplier will provide UC with service data and/or a Return
Material Authorization ("RMA").Should the return procedure include biohazard decontamination procedures and other product-
specific handling instructions,then Supplier shall reimburse the UC of those costs.If applicable,Supplier may request UC to return
the defective Products to Supplier at no cost to the UC.If UC determines that a product repair is acceptable,all replacement parts
shall be new and shall be free to the UC.All replaced parts may become the property of Supplier and the Supplier is responsible for
the removal ofthe part.Shipment to UC of repaired or replacement Products shall be made in accordance with the Delivery provisions
of the Supplier's Terms and Conditions of Sale.Consumables are expressly excluded from this warranb/.If Supplier elects to repair
defective medical device instruments,Supplier may,in its sole discretion,provide a replacement loaner instrument to UC as necessary
for use while the instruments are being repaired.In no event shall Supplier have any obligation to make repairs,replacements or
corrections required,in whole or in part,as the result of (i)normal wear and tear,(ii)accident,disaster or event offorce majeure,(iii)
misuse,fault or negligence of or by UC,(iv)use of the Products in a manner for which they were not designed,(v)causes external to
the Products such as,but not limited to,powerfailure or electrical power surges,(vi)improper storage and handling ofthe Products
or (vii)use of the Products in combination with equipment or software not supplied by Supplier.If Supplier determines that Products
for which UC has requested warranwservices are not covered by the warranty hereunder,UC shall pay or reimburse Supplier for all
costs of investigating and responding to such request at Supplier's then prevailing time and materials rates.|fSupp|ier provides repair
services or replacement parts that are not covered by this warranty,UC shall pay Supplier therefor at Supplier's then prevailing time
and materials rates.ANY INSTALLATION,MAINTENANCE,REPAIR,SERVICE,RELOCATION OR ALTERATION TO OR OF,OR OTHER
TAMPERING WITH,THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITYOTHER THAN SUPPLIER WITHOUT SUPPL|ER'S PRIOR
WRITTENAPPROVAL,OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BYSUPPLIER,SHALL IMMEDIATELYVOID AND CANCELALL
WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS.THE OBLIGATIONS CREATED BYTHIS WARRANTYSTATEMENT TO REPAIR
Page 3 of 16
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Attachment B:
Terms and Conditions of Purchase
.f§:II‘5ER5'TI Fisher Scientific,Agreement 2021002889
...‘
’<T."z?4‘c.L.IIFF;'PI-!|‘-l[?|=
OR REPLACE A DEFECTIVE PRODUCT SHALL BE THE SOLE REMEDY OF UC IN THE EVENT OF A DEFECTIVE PRODUCT.EXCEPT AS
EXPRESSLY PROVIDED IN THIS WARRANTY STATEMENT,SUPPLIER DISCLAIMS ALL OTHER WARRANTIES,WHETHER EXPRESS OR
IMPLIED,ORAL OR WRITTEN,WITH RESPECT TO THE PRODUCTS,INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF
MERCHANTABILITYOR FITNESS FOR ANY PARTICULAR PURPOSE.SUPPLIER DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR-
FREEOR WILLACCOMPLISH ANY PARTICULAR RESULT.
ARTICLE 7 —INTELLECTUALPROPERTY,COPYRIGHT,PATENTS,AND DATA RIGHTS
A.|ntentiona||yDe|eted
ARTICLE 8 —INDEMNITYAND LIABILITY
To the fullest extent permitted by law,Supplier will defend,indemnify,and hold harmless UC,its officers,employees,and agents,from and
against all losses,expenses (including,without limitation,reasonable attorneys‘fees and costs),damages,and liabilitiesofany 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 negligence or willful misconduct of Supplier,its officers,employees,
agents,sub-suppliers,or anyone directlyor indirectlyemployed by Supplier,orany person or persons under Supp|ier'sdirection and control.
Any such indemniwshall be offset by UC's contributory negligence or misconduct,to the extent permissible under California law.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.
In the event Appendix DS applies to this Agreement,Supplier shall reimburse or otherwise be responsible for any costs,fines or penalties
imposed against UC as a result of Supplier's Breach of Institutional Information and/or failure to cooperate with UC's response to such
Breach.As used herein,"Breach"means:(1)any disclosure of Institutional Information to an unauthorized parw or in an unlawful manner;
(2)unauthorized or unlawful acquisition of information that compromises the security,confidentialiwor integriw of Institutional
Information and/or IT Resources;and (3)the acquisition,access,use,or disclosure of Protected Health Information or medical information
in a manner not permitted under the Health Insurance Portability and AccountabiliwAct (HIPAA)or California law."IT Resources"means
IT infrastructure,cloud services,software,and/or hardware with computing and/or networking capabilib/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.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,SUPPL|ER'S LIABILITY(WHETHER BY REASON OF BREACH OF
CONTRACT,TORT,INDEMNIFICATION,OR OTHERWISE,BUT EXCLUDING LIABILITYOF SUPPLIER FOR BREACH OF WARRANTY (THE SOLE
REMEDY FOR WHICH SHALL BE AS PROVIDED UNDER SUPPL|ER'S STANDARD WARRANTY PROV|S|ONS))SHALL NOT EXCEEDAN AMOUNT
EQUAL TO THE LESSER OF (A)THE TOTAL PURCHASE PRICE PAID BY UC TO SUPPLIER FOR THE PRODUCT(S)OR SERVICES GIVING RISE TO
SUCH LIABILITYOR (B)ONE MILLION DOLLARS ($1,000,000).NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,IN
NO EVENTSHALLEITHERPARTY BE LIABLEFOR ANY INDIRECT,SPECIAL,CONSEQUENTIALOR INCIDENTAL DAMAGES (INCLUDINGWITHOUT
LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIESOR EQUIPMENT,LOSS OF REVENUE,LOSS OF DATA,LOSS OF PROFITS OR LOSS OF
GOODWILL),REGARDLESS OF WHETHER SUPPLIER HAS BEEN INFORMED OF THE POSSIBILITYOF SUCH DAMAGES.OR (b)IS NEGLIGENT.
HOWEVER,IN NO CASE SHALL THIS LIMIT OF LIABILITYAPPLY TO SUPPL|ER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.THE
FOREGOING INDEMNIFICATION PROVISION STATESA PARTY'S ENTIRELIABILITYTO THE OTHER FOR THE CLAIMS DESCRIBED HEREIN.
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 asfollowsz
1.Each Occurrence $1,000,000
2.Products/Completed Operations Aggregate $2,000,000
3.Personal and Advertising |njury$1,000,000
4.General Aggregate $2,000,000
B.Business Automobile LiabiliwInsurance for owned,scheduled,non-owned,or hired automobiles with a combined single limit of not
lessthan one million dollars ($1,000,000)per occurrence.(Required only ifSupp|ier drives on UC premises ortransports UC employees,
officers,invitees,or agents in the course of supplying the Goods and/or Services to UC.)
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C.
D.
Attachment B:
Terms and Conditions of Purchase
Fisher Scientific,Agreement 20210028893,!NJi't-‘E't2.*3ITt‘Q or"
Intentionally Deleted
Workers‘Compensation as required by applicable state law and Employer's Liabiliwwith limits ofone 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.
Intentionally Deleted.
Protection Level Classifications are defined in the UC Systemwide Information Security Classification of Information and IT Resources:
'olicies institutionaI-information-and-it-resource-classification.html
The coverages referred to under A and B of this Article must include UC as an additional insured.It is understood that the coverage
and limits referred to under A,B and C of thisArtic|e will not in any way |imitSupp|ier's liabilib/.Supplier will furnish UC with certificates
of insurance (and the relevant endorsement pages)evidencing compliance with all requirements priorto commencing work under the
Agreement.Such certificates will:
1.Indicate that The Regents ofthe 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 anyform or manner in advertisements,reports,or other information released tothe 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 —FEDERALFUNDS
Supplier who supplies Goods and/or Services certifies and represents its compliance with the following clauses,as applicable.Supplier shall
promptly notify UC ofany 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:
FAR 52.203-13,Contractor Code of Business Ethics and Conduct;
FAR 52.203-17,Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whist|eb|owerRights;
FAR 52.203-19,Prohibition on Requiring Certain InternalConfidentialityAgreements or Statements;
FAR 52.219-8,Utilization of Small Business Concerns;
FAR 52.222-17,Non-displacement of Qualified Workers;
FAR 52.222-21,Prohibition of Segregated Facilities;
FAR 52.222-26,Equal Opportunity;
FAR 52.222-35,Equal Opportunity for Veterans;
FAR 52.222-36,Equal Opportunity for Workers with Disabilities;
FAR 52.222-37,Employment Reports on Veterans;
FAR 52.222-40,Notification of Employee Rights Under the National Labor Re|ationsAct;
FAR 52.222-41,Service Contract LaborStandards;
FAR 52.222-S0,Combating Trafficking in Persons;
FAR 52.222-S1,Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance,Calibration,
or Repair of Certain Equipment -Requirements;
FAR 52.222-S3,Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services -
Requirements;
16.FAR 52.222-S4,Employment Eligibiliw Verification;
17.FAR 52.222-S5,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
|—||—||—||—||—|LDOO\lO1LI'|J>UJI\l|—|:l>5*“!"!“.O""""'i—-E-''‘
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Attachment B:
Terms and Conditions of Purchase
Fisher Scientific,Agreement 2021002889
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.uco .edu rocurement-services o|icies-
forms(index.htm|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:
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 ofthe 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 ofsubmission:
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 Opportuniw 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 —EQUALOPPORTUNITY 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 la borforce 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 ofaction,liens or suits brought
to its attention that arise out ofthe 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,
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Terms and Conditions of Purchase
””I"“EI‘I5'TI'Fisher Scientific Agreement 2021002889
1.;F
if any sub-supplier refuses to furnish a release or receipt in full,furnish a bond satisfactory to UC to indemnify it against any claim by lien
or otherwise.If any lien or claim remains unsatisfied after all payments are made,Supplier will refund to UC all monies that UC may be
compelled to pay in discharging such lien or claim,including all costs and reasonable attorneys'fees.
ARTICLE 14 —PREMISES WHERE SERVICES ARE PROVIDED
A.Cleaning Up.Supplier will at all times keep UC premises where the Services are performed and adjoining premises free from
accumulations of waste material or rubbish caused by its employees or work of any of its sub-suppliers,and,at the completion of the
Services;will remove all rubbish from and about the premises and all its tools,scaffolding,and surplus materials,and will leave the
premises "broom clean''or its equivalent,unless more exactly specified.In case of dispute between Supplier and its sub-suppliers as
to responsibiliw 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,Safew,Health and Fire Protection.Supplier will take all reasonable precautions in providing the Goods and Services to
protectthe health and safety of UC employees and members ofthe public and to minimize dangerfrom all hazards to life and properb/,
and will comply with all applicable environmental protection,health,safeb/,and fire protection regulations and requirements
(including reporting requirements).In the eventthat Supplierfails 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
Sen/ices;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 oftime orforcompensation or damages by reason ofor in connection with such stoppage.
Supplier will have sole responsibility for the safew of all persons employed by Supplier and its sub-suppliers on UC premises,or any
other person who enters upon UC premises for reasons relatingto the Agreement.Supplier will at all times maintain good order among
its employees and all other persons who come onto UC's premises at Supplier's request and will not engage any unfit or unskilled
person to provide the Goods and/or Services.Supplier will confine its employees and all other persons who come onto UC's premises
at Supplier's request or for reasons relating to the Agreement and its equipment to that portion of UC's premises where the Services
are to be provided or to roads leading to and from such work sites,and to any other area which UC may permit Supplier to use.
Supplier will take all reasonable measures and precautions at all timesto prevent injuriesto orthe 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 ofany kind whenever the Goods and/or Services are being provided in proximiw to any moving or
operating machinery,equipment or facilities,whether such machinery,equipment or facilities are the properw of or are being
operated by,Supplier,its sub-suppliers,UC or other persons.To the extent compliance is required,Supplierwill complywith all relevant
UC safew 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 —LIABILITYFOR UC -FURNISHED PROPERTY
Supplier assumes complete liabiliwfor any materials UCfurnishes to Supplier in connection with the Agreement and Supplier agrees to pay
for any UC materials Supplier damages or otherwise is not able to account for to UC's satisfaction.UC furnishing to Supplier any materials
in connection with the Agreement will not,unless otherwise expressly provided in writing by UC,be construed to vest title thereto in
Supplier.
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
completejob of its kind.
ARTICLE 17 —ADD|T|ONAL TERMS APPLICABLE TO THE FURNISHING OF GOODS
The terms in this Article have special application to the furnishing of Goods:
A.Price Decreases.Price decreases shall be provided as part ofthe regular catalog updates.
B.Declared Valuation of Shipments.Except as otherwise provided in the Agreement,all shipments by Supplier under the Agreement for
UC's account will be made at the maximum declared value applicable to the Goods.
C.1.Title to the Goods purchased underthe Agreementwill pass directlyfrom Supplierto UC at the f.o.b.pointshown,or as otherwise
specified in the Agreement,subject to UC's right to reject upon inspection.
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D.
F.
Attachment B:
Terms and Conditions of Purchase
’~*"‘III"“EI‘I*3'“'Fisher Scientific Agreement 2021002889
1.;F
Changes.Notwithstanding the terms in Article 34,Amendments,UC may make changes within the general scope ofthe Agreement in
drawings and specifications for specially manufactured Goods,place of delivery,method of shipment or packing of the Agreement by
giving notice to Supplier and subsequently confirming such changes in writing.If such changes affect the cost of or the time required
for performance of the Agreement,UC and Supplier will agree upon an equitable adjustment in the price and/or delivery terms.
Supplier may not make changes without UC's written approval.Any claim of Supplier for an adjustment under the Agreement must
be made in writing within thirw (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 ofthe applicable Federal and State laws,the Goodsfurnished.
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 warranb/,UC may,in addition to terminating the Agreement,remove Supplier
from consideration for UC contracts for a period not to exceed one year.This warranwisin addition to any applicable warranties in
Articles 6 and 11.
Exgort 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 ofthe 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
A.
B.
C.
D
economic interest"means:
An investment worth $2,000 or more in Supplier or its affiliate;
A position as director,officer,partner,trustee,employee or manager of Supplier or its affiliate;
Receipt during the past 12 months of $500 in income or $440 in gifts from Supplier or its affi|iate;or
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 —AUD|T REQUIREMENTS
See section 23 of UC Statement of Work.
ARTICLE 20 —PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF INSTITUTIONAL INFORMATION
A.
B.
Prohibition on Access Useand Disclosure oflnstitutional Information.Supplierwill notaccess,useordiscloseInstitutional Information,
otherthan to carryout the purposesfor 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 governingthe access,use and disclosure of Institutional Information prior to Supplier's disclosure.Supplier shall be liable
for any breach of this Agreement by its employees.For avoidance of doubt,this provision prohibits Supplier from using for its own
benefit Institutional Information and any information derived therefrom.For the avoidance of doubt,the sale of Institutional
Information is expressly prohibited.
Comgliance with Agglicable Laws and Industry Best Practices.Supplier agreesto comply with all applicable state,federal,and foreign
laws,as well as industry best practices,governingthe 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.
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,_5 .,.Terms and Conditions of Purchase."”.mE""“"'T"Fisher Scientific,Agreement 2021002889,ufv
<”:?c.LIlFEPi€H[?|=
C.Confidential Institutional Information.Supplier agreesto hold UC's Confidential Institutional Information,and any information derived
therefrom,in strictconfidence.Confidential Institutional Information shall be defined asanylnstitutional 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 thirw(30)days ofsuch 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 priorto the effective date of the Agreement;(ii)is currently in,or in the future enters,the public domain
otherthan through a breach oftheAgreementorthrough other acts or omissionsof Supplier;(iii)is obtained lawfullyfrom 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
Sen/ices,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 asdefined by the Health Insurance Portabiliwand AccountabiliwAct of1996 (HIPAA)and the HIPAA
regulations (including,but not limited to 45 C.F.R.§160.103),
Medical information as defined by California Civil Code §56.05,
Cardholder data,
Student records,or
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 PracticesAct (Civil Code §1798 etseq.);
The federal Gramm-Leach-Bliley Act (15 U.S.C.§§6801(b)and 6805(b)(2));
The federal Family Educational Rights and Privacy Act (20 U.S.C.§1Z32g);
The federal Fair and Accurate Credit TransactionsAct (15 U.S.C.§1601 et seq.);
The Fair Credit Reporting Act (15 U.S.C.§1681 etseq),and
Applicable international privacy laws,including,but not limited to the General Data Protection Regulation.
.0‘!-"‘:’>E“-"‘."’P-"E7
D.Reguired Disclosures of Institutional Information.If Supplier is required by a court of competentjurisdiction or an administrative body
to disclose Institutional Information,Supplier will notify UC in writing immediately upon receiving notice ofsuch requirement and prior
to any such disclosure (unless Supplier is prohibited by law from doing so),to give UC an opportunity to oppose or otherwise respond
to such disclosure.To the extent Supplier still required to disclose Institutional Information,Supplier will furnish only that portion that
is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to
any Confidential Institutional Information.
E.No Offshoring.Supplier's transmission,transportation or storage of Institutional Information outside the United States,or access of
Institutional Information from outside the United States,is prohibited except with prior written authorization by UC.
F.Conflict in Terms.UC's Appendix —Data Securib/,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 ofthis Article.
G.Acknowledgement.Supplier acknowledgesthat remedies at law would be inadequate to protect UC against any actual or threatened
breach of this Section by Supplier,and,without prejudice to any other rights and remedies otherwise available to UC,Supplier agrees
to the granting of injunctive relief in UC's favor without proof of actual damages.
ARTICLE 21 —UC WHISTLEBLOWER POLICY
UC is committed to conducting its affairs in compliance with the law,and has established a process for reporting and investigating suspected
improper governmental activities.Please visit httg:?www.ucog.edu(uc-whist|eb|ower[for more information.
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Terms and Conditions of Purchase
””I‘§EI‘“3'TI'Fisher Scientific Agreement 2021002889133'"
C?‘c.L.|IFE.'PE|‘-ll?lz
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 Universiwas well
as to sociew and the economy,while remaining within the carrying capacity of the environment),to the maximum possible extent
consistent with the Agreement,and with the Universiwof California Sustainable Practices Policy (htt s:oli .uco .edu doc 3100155)
and the Universiwof California Sustainable Procurement Guidelines:
(htt s:www.uco .edu rocurement-sen/ices files sustainable rocurement uidelines.df).
In accordance with the Universiwof 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 sustainabiliwstandards 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,
penalb/,cost or further obligation.
A.Sustainabilig Marketing Standards.Supplier sustainabiliwrelated claims,where applicable,must meet UC recognized certifications
and standards set forth in the UC Sustainable Procurement Guidelines and/or meetthe 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 requiresthat all packaging meet
at least one of the criteria listed below:
1.|ntentiona||yDe|eted;
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 ofthe 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 Universiwno longer allows packaging foam or expanded polysb/rene (EPS)for takeaway
containers or other food service items,in any Universib/-ownedor -operated food service facilib/.
E.Product Packaging Foam Ban.Beginning January 1st,2020,the Universiwwill 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-densiwpolyethylene foam,polypropylene foam,polystyrene foam (i.e.expanded polysb/rene (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 functionaliwmust 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.Upon reasonable request,Supplier can provide a data file of product attributes to assist in
creating customized icons for clear identification of UC-recognized certifications.
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;
Z.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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Terms and Conditions of Purchase
””I"“EI‘I5'TI'Fisher Scientific Agreement 2021002889
'
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 -PREVAILING WAGES
Unless UC notifies Supplier that the Services are not subject to prevailing wage requirements,Supplier will comply,and will ensure that all
sub-suppliers comply,with California prevailing wage provisions,including but not limited to those set forth in Labor Code sections 1770,
1771,1771.1,1772,1773,1773.1,1774,1775,1776,1777.5,and 1777.6.For purposes of the Agreement,the term "sub-supplier"means
a person or firm,of all tiers,that has a contract with Supplier or with a sub-supplier to provide a portion of the Services.The term sub-
supplier will not include suppliers,manufacturers,or distributors.Specifically,and not by way of limitation,if apprenticable occupations
are involved in providing the Services,Supplier will be responsible for ensuring that Supplier and any sub-suppliers comply with Labor Code
Section 1777.5.Supplier and sub-supplier may not provide the Services unless currently registered and qualified to perform public work
pursuantto Labor Code Section 1725.5 and 1771.1.Notwithstandingthe foregoing provisions,Supplier will be solely responsible fortracking
and ensuring proper payment of prevailing wages regardless if Services are partially or wholly subject to prevailing wage requirements.In
every instance,Supplier will pay not less than the UC Fair Wage (defined as $13 per hour as of 10/1/15,$14 per hour as of 10/1/16,and
$15 per hour as of 10/1/17)for Services being performed at a UC Location (defined as any location owned or leased by UC).
The California Department of Industrial Relations (DIR)has ascertained the general prevailing per diem wage rates in the locality in which
the Services are to be provided for each craft,classification,or U/pe of worker required to provide the Services.A copy of the general
prevailing per diem wage rates will be on file at each UC Location's procurement office,and will be made available to any interested parw
upon request.Supplier will post at anyjob site:
A.Notice of the general prevailing per diem wage rates,and
B.Any other notices required by DIR rule or regulation.
By this reference,such notices are made part of the Agreement.Supplier will pay not less than the prevailing wage rates,as specified in
the schedule and any amendments thereto,to all workers employed by Supplier in providing the Services.Supplier will cause all
subcontracts to include the provision that all sub-suppliers will pay not less than the prevailing rates to all workers employed by such sub-
suppliers in providing the Services.The Services are subject to compliance monitoring and enforcement by the DIR.Supplier will forfeit,as
a penalb/,not more than $200 for each calendar day or portion thereof for each worker that is paid less than the prevailing rates as
determined by the DIR for the work or craft in which the worker is employed for any portion of the Services provided by Supplier or any
sub-supplier.The amount of this penalw will be determined pursuant to applicable law.Such forfeiture amounts may be deducted from
the amounts due under the Agreement.Ifthere are insufficient funds remaining in the amounts due under the Agreement,Supplier will be
liable for any outstanding amount remaining due.Supplier will also pay to any worker who was paid less than the prevailing wage rate for
the work or craft for which the worker was employed for any portion ofthe Services,for each day,or portion thereof,for which the worker
was paid less than the specified prevailing per diem wage rate,an amount equal to the difference between the specified prevailing per diem
wage rate andthe amountwhich was paid to the worker.Reviewofanycivil wage and penalb/assessmentwill be made pursuant to California
Labor Code section 1742.
ARTICLE 25 —FAIR WAGE/FAIRWORK
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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Terms and Conditions of Purchase
””I‘5EI‘“3'“'Fisher Scientific Agreement 2021002889err'
C?‘c.L.|IFE.PR|‘-ll?lz
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 Sen/ices 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
(htt s:www.uco .edu rocurement-sen/ices for-su liers fwfw-resources-su |iers.htm|)performed by a licensed public accounting
firm (independent accountant)or the Supplier's independent internal audit department (http:[[na.theiia.org[standards-
guidance(togics(Pages(|ndegendence-and-Ob'ectivig.asgx)in compliance with UC's required verification standards and procedures
(https://www.ucop.edu/procurement-sen/ices/for-suppliers/fwfw-resources-supp|iers.htm|),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 ofthe 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 (htt s:www.uco .edu rocurement-services for-su liers fwfw-resources-
suppliershtml).Please see the UC Procurement/Supply Chain Management Policy BUS-43 (htt s:www.uco .edu rocurement-
services/Dolicies-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 bythe U.S.Food and DrugAdministration ("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 ofthe body of humans or other animals,and which does not achieve
any of its primary intended purposesthrough 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 securiwtesting and validation for each such Goods and/or Services or Medical Device,
as applicable;(ii)perform securiwscansto 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 qualiw system related to the cybersecurity and the Management of Cybersecuriw 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 securiw
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 thirw (30)days of its commercial release or as otherwise
recommended by Supplier or Supplier's sub-supplier,whichever is earlier.
Supplier warrantsthat all software and installation media not specifically required for any Medical Device used by Supplier or Goods and/or
Sen/ices 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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Revised 2/27/2020
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Attachment B:
Terms and Conditions of Purchase
””I"“EI‘I5'TI'Fisher Scientific Agreement 2021002889
'
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 securiw 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 warrantsthat any Medical Device provided to UC,and any other Medical Device used in the course of providing such Goods and/or
Sen/ices,meet and comply with all cyber-securiw guidance and similar standards promulgated by the FDA and any other applicable
regulatory body.
If the Goods and/or Sen/ices entail provision or use of a Medical Device,Supplier will provide UC with a completed Manufacturer Disclosure
Statement for Medical Device Securiw(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 Sen/ices,UC will have a reasonable period of time to review such MDS2 form,and if the MDS2 form is
unacceptable to UC,then UC in its sole discretion may return the Goods or terminate the Agreement with no further obligation to Supplier.
ARTICLE 27 —FORCE MAJEURE
Where a failure to perform under this Agreement is caused by a Force Majeure event,Supplier shall have the right to either:(i)terminate,
by written notice to UC,all or part of the Order without liabiliwor (ii)extend the date of delivery or performance for a period equal to the
duration ofthe delay."Force Majeure"meansfires;strikes;riots;pandemic or epidemic;embargoes;explosions;earthquakes;floods;wars;
acts of terrorism;the elements;labor disputes;shortages of or inability to secure materials or transportation facilities;regulatory acts of
government;or other causes or events beyond a party's control.Neither Party will be liable for delays due to causes beyond the Pam/'s
control (including,but not restricted to,war,civil disturbances,earthquakes,fires,floods,epidemics,quarantine restrictions,freight
embargoes,and unusually severe weather).
ARTICLE 28 —ASSIGNMENT AND SUBCONTRACTING
Except as to any payment due hereunder,Supplier may not assign or subcontract the Agreement without UC's written consent.In case
such consent is given,the assignee or subcontractor will be subject to all of the terms ofthe Agreement.
ARTICLE 29 —NO THIRD-PARTY RIGHTS
Nothing in the Agreement,express or implied,is intended to make any person or entiw that is not a signer to the Agreement a third-parw
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 Pam]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 Pam/'s representative at the address specified by such Pam/.
ARTICLE 32 —SEVERABILITY
If a provision of the Agreement becomes,or is determined to be,illegal,invalid,or unenforceable,that will not affect the legalib/,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 Pam]of a provision ofthe 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
Page 13 of 16
Revised 2/27/2020
DocuSign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
Attachment B:
Terms and Conditions of Purchase
””I‘5EI‘”'TF Fisher Scientific Agreement 2021002889
'
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 eventthere 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 refersto:
A.A change to the scope of Goods and/or Services to be provided by Supplier,as agreed to by UC;
B.Achange in the Institutional Information Supplier is required to create,receive,maintain ortransmit in performance oftheAgreement,
such that the Protection Level Classification of such Institutional Information changes;
C.Changes in the status of the parties;
D.Changes inflow down terms from external parties;and
E.Changes in law or regulation applicable to this Agreement.
Each party shall notify the other parw 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 competentjurisdiction,situated in the counwin the State of
California in which the UC Location is located or,where the procurement covers more than one UC Location,the exclusive venue isA|ameda
Counb/,California.
ARTICLE 36 —ASS|STANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS
Supplier will make itself and its employees,subcontractors,or agents assisting Supplier in the performance of its obligations reasonably
available to UC at no cost to UC to testify as witnesses,or otherwise,in the event of investigations,or proceedings against UC,its directors,
officers,agents,or employees relating to the Goods or Services.
ARTICLE 37 —SUPPLIER TERMS
Any additional terms that Supplier includes in an order form or similar document will be of no force and effect,unless UC expressly agrees
in writing to such terms.
ARTICLE 38 —SURVIVAL CLAUSE
Upon expiration or termination of the Agreement,the following provisions will survive:WARRANTIES;INTELLECTUAL PROPERTY,
COPYRIGHT,PATENTS,AND DATA RIGHTS;INDEMNITYAND LIABILITY;USE OF UC NAMESAND TRADEMARKS;LIABILITYFOR UC-FURNISHED
PROPERTY;COOPERATION;TERMSAPPLICABLETO THE FURNISHING OF GOODS;AUDIT REQUIREMENTS;PROHIBITION ON UNAUTHORIZED
USE OR DISCLOSUREOF INSTITUTIONAL INFORMATION;GOVERNING LAWANDVENUE,and,to the extent incorporated intothe Agreement,
the terms of the APPEND|X—DATA SECURITY,APPEND|X—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
Universiwin the categories of services described in Regents Policy 5402,and American Federation of State,Counb/,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 PariwAppendix —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 agreesto:
Page 14 of 16
Revised 2/27/2020
Docusign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
Attachment B:
Terms and Conditions of Purchase
1""J"°"“El“*3'T""Fisher Scientific Agreement 2021002889
'
’t'.I?:LIlFF;t‘i-El‘-l[.€I=
u
(a)upon UC's request,provide verification of an independent audit performed by Supplier's independent auditor or independent
internal audit department (htt :na.theiia.or standards-uidance to ics Pa es lnde endence-and-Ob'ectivi .as x)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 ninew days after receiving UC's request.
Page 15 of 16
Revised 2/27/2020
DocuSign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
FEMA CONTRACTADDENDUM1
This Agreement and/or Purchase Order is in response to the COV|D—19 pandemic,and is eligible for
FEMA reimbursement under section 501 (b)of the Robert T.Stafford Disaster Reliefand 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.
2.Termination for Cause or Convenience.As specified in the termination notice,UC will pay Supplier as
full compensation the pro rata Agreement price for performance through the later ofthe 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.
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
1 This template applies in the event UC seeks federal reimbursement from FEMA for procurements.It assumes that
none ofthe terms described in this Alert are incorporated in the underlying Agreement.Refer to the body of the
Alert for guidance on inclusion of each term.
DocuSign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
3.
6.
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.
Byrd Anti—LobbyingAmendment.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—Federa|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.
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—guide|ine—cpg—program.(iii)Supplier also
agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal
Act.
Access to Records.The Agreement,and any pertinent records involving transactions which are
directly pertinent to the provision of FEMA funds under 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 (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.In the event that UC wishes to engage a third party auditor to
perform any audits under this agreement or related to the RFP,such third party auditor must
execute a confidentiality agreement with Supplier in a form acceptable to Supplier and shall be the
responsibility of the Supplier to obtain such documentation directly with the third party.
Changes.The Parties may make changes in the Goods and/or Services or otherwise amend the
Agreement as mutually agreed to,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;
DocuSign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
7.
9.
10.
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;
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.
5‘
Each party shall notify the other party in writing within a reasonable period,upon the occurrence of
a Material Change.
DHS Seal Logo and Flags.The Supplier shall not use the DHS sea|(s),logos,crests,or reproductions
of flags or likenesses of DHS agency officials without specific FEMA pre—approva|.
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.
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.
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.
DocuSign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
UNIVERSITY
OF
CALIFORNIA
Attachment D —Electronic Commerce
SECTION 1 -GENERALTERMS
SECTION 2 -DEFINITIONS
SECTION 3 —RIGHTTO USE
DocuSign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
SECTION 4-e-PROCUREMENTSYSTEM RESPONSIBILITIES‘MAINTENANCE OF CAT G S 'LICENSE
DocuSign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
SECTION 5 —USER SUPPORT
SECTION 6 —PROPRIETARY RIGHTS
DocuSign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
DocuSign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
SECTION 7 —MULTIPLE SUPPLIERS
DocuSign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
VI.
VII.
SECTION 8 —WARRANTY DISCLAIMER
SECTION 9 —DISPUTES AN HANGES IN THE SERVICES
SECTION 10 —ADDITIONAL CONTRACTUALTERMS
DocuSign Envelope ID:8C2D5797-9C24-47B7-B78F-4B63EBFAEBAA
Buyer:
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