request for proposal t054514 deliver and install of

REQUEST FOR PROPOSAL

T054514 Deliver and Install of Furniture

ADDENDUM # 4

November 30, 2016

ATTENTION: This is not an order. Read all instructions, terms and conditions carefully.

IMPORTANT: RESPONSE TO RFP MUST BE RECEIVED BY December 5, 2016 @ 10:00 A.M. CST

Offeror must acknowledge receipt of this and any addendum as stated in the Invitation For Bid.

The following shall become part of the Request for Proposal. Due to unforeseen weather issues the bid due date has been changed to Monday, December 5, 2016 at 10:00 AM CST. The RFP may be found at http://purchasing.ua.edu/pdfs/PendingBids/T054514.pdf



ADDENDUM # 3

November 14, 2016


IMPORTANT: RESPONSE TO RFP MUST BE RECEIVED BY November 30, 2016 @ 2:00 P.M. CST


The following shall become part of the Request for Proposal. Question 106: Statement in RFQ Manufacturers shall provide the System with a discount for their product including the delivery and installation by the dealer. Manufacturers shall also provide a list of all, minimum of two, Assisting Dealer within the State of Alabama that can provide each system member with the following but not limited to; delivery, installation, design services, warranty service and disassembling / reassembling furniture under warranty for relocation. This discount must be provided in the form of a percentage off the manufacturer’s list price. Question: For disassembling / reassembling furniture under warranty for relocation would this not be quoted as a separate line item on a case by case basis? Answer 106: Yes Question 107: Statement in RFQ Manufacturers must provide a list of all Authorized Dealers that your discount is valid for. A minimum of two (2) Assisting Dealers able to service each System Member, if you cannot provide two (2), you must specify it is a single reseller area. All Assisting Dealers for the System must be capable of servicing and meeting the requirements of this Request for Proposal. The following information must be included for all Assisting Dealers, company name, contact name, address, email address, phone number and if applicable fax number. Question:. Is there a difference from an Authorized Dealer and a Assisting Dealer? Answer 107: No Question 108: Statement in RFQ If a manufacturer(s) has restocking fee requirements, the manufacturer (s) must list any fees associated with returning products. Questions: Nevers Industries, Inc. manufactures each product to order and as a general rule does not accept product back. Would this preclude us from holding a contract? Answer 108: No Question 109: Would the restocked items only be items never uncrated or installed?

Answer 109: No Question 110: Is there a time limit that a department has to return an item if allowed? Answer 110: Situational Question 111: Statement in RFQ If the purchasing System member is unable to allow the installation to begin at the time indicated, the Assisting Dealer agrees to store all items for a period of ninety (90) days after the specified installation date at no additional charge to the purchasing system member Question: As a general rule storage starts after 30 days can the 90 days be amended? Answer 111: No. Question 112: Statement in RFQ All Assisting Dealer(s) listed must be authorized to make warranty repairs or otherwise to the manufacturer that they are listed, regardless of the Assisting Dealer who processed the original order. Question: Would there be a reason to not allow the Assisting Dealer who processed the order to make the authorized repair? Answer 112: No Question 113: Statement in RFQ Respondent must provide one (1) printed copies and three (3) electronic copy on a jump/thumb drive of each proposal in a sealed cover, prior to 2:00 P.M. CST on “Proposals Due” date as specified in Section 5.1 Key Event Dates and addressed to the Purchasing Officer as listed Section 5.3 Respondent Communication. The Purchasing Department accepts deliveries Monday – Friday, 8:00 AM – 4:45 PM. Question: Will you accept the 3 electronic copies in CD? Answer 113: No Question 114: Manufacturers must give thirty (30) days’ notice to any price increase. Price increases shall be announced in writing by manufacturers, and must be supported by manufacturers newly published price lists. This notice must be sent to each campus Purchasing Departments. Question Nevers Industries will be submitting our 2016 price list for 9 catalogs that comprise our complete lines Are we required to hold that pricing for the first base year? Answer 114: No. Question 115: Or just for the evaluation award period and then submit catalogs with the 30 days’ notice of a price increase? Answer 115: Yes Question 116: Do you see a need to have a discount for Tailgate Dock Delivery only with University Personnel off-loading truck? Answer 116: No Question 117: Are there sales order reporting requirements? Yearly, Quarterly or Monthly? Answer 117: Only for Rebate purposes. Question 118: Is there a minimum discount the University of Alabama is looking for in a discount inclusive of delivery and installation? Answer 118: No, but the intent of this RFP is to solicit for the best value for system member needs. Question 119: For Installation are there any considerations for special circumstances such as stair carries when items will not fit in an elevator, no functioning elevator or no elevator at all?

Answer 119: Special installation circumstances can be discussed or negotiated when non-industry standard conditions apply Question 120: If an item of furniture requires an infeed that needs to be hardwired to the building who be responsible for providing a licensed electrician? If required by the assisting dealer can a separate quote line be provided? Answer 120: The University will provide hardwiring Question 121: Percentage of Rebate from spend Is there a percentage of rebate the University is looking for? If we don’t offer a rebate would this preclude Nevers Industries, Inc. from holding a contract? Answer 121: No, but the intent of this RFP is to solicit for the best value for system member needs. The RFP may be found at http://purchasing.ua.edu/pdfs/PendingBids/T054514.pdf



ADDENDUM # 2

November 8, 2016




The following shall become part of the Request for Proposal. Updated: Furniture Assisting Dealer Information Attachment Question 1: Under The University’s general terms and conditions (page 8). 34. Freight: The University’s freight terms are F.O.B. destination, freight prepaid and allowed. If shipment is indicated on the purchase order as freight prepaid and added, the Contractor will prepay the freight charges and, if mutually agreed to, add them to the invoice. Separate freight invoices will not be accepted. Collect shipments will be returned at Contractor’s expense unless otherwise instructed by the University. My understanding of this contract is that the manufacture is not allowed to charge freight. Can you please clarify? Answer 1: As per the RFP Section 4.4 Technical Specifications – Required: 1. Responses must be shown as a percentage discount from manufacturers published retail price list (MSRP). One discount price is to be quoted to cover all entities within the System. Awards will be made based on the discount shown on each manufacturer line. This discount must include but not limited to: furnish, deliver and install the product all equipment, materials, labor, tools, supplies, transportation, disassembling/ reassembling furniture that is under warranty for relocation and any other expenses necessary to deliver/install the equipment. Question 2: Are you only wanting the manufacturers to hold the contract or will you accept bids from dealers? Answer 2: Manufacturers Question 3: Will this contract be awarded to multiple manufacturers? Answer 3: Yes Question 4: If awarded, the RFP states it is the responsibility of the manufacturer to furnish a minimum of 1 catalog with pictures, and a published retail price list to each campus purchasing departments representative. Will a list of the purchasing departments representatives be made available after award either via an e-mail or online?

Answer 4: Yes Question 5: Should we need to implement an increase in pricing during the initial term of the contract would this be acceptable? Or is the discount firm throughout the first initial term? Answer 5: The actual discount cannot be changed. The price increase is only for Manufacturer Price List (MSRP). This is the only price that can be changed. Question 6: Will a certificate of insurance need to be provided at time of submittal of the bid or will after award be acceptable? Answer 6: After the award. Question 7: Will the assisting dealers e-verify, certificate of insurance, non-disclosure and disclosure statements need to be provided along with our bid or only at the time when they provide product & services? Answer 7: It would be due at time of order. Question 8: For the discounting, can we provide 1 discount for the product and a 1 discount for the installation & Design? Neutral Posture quotes installation on a project by project basis. Answer 8: No, the RFP requests that the discount must include but not limited to: furnish, deliver and install the product all equipment, materials, labor, tools, supplies, transportation, disassembling/ reassembling furniture that is under warranty for relocation and any other expenses necessary to deliver/install the equipment. Question 9: 4.1 Contract Term: It states “Pricing for this contract shall be firm for the contract option”. Does that mean if you would select Option 3, no price increase would be allowed for a period of 10 years ? However in 4.4 – 6. It states that price increases can be given with 30 day notice. Please clarify when and how often a price increase can be requested and approved. Answer 9: The actual discount cannot be changed. The price increase is only for Manufacturer Price List (MSRP). This is the only price that can be changed. Question 10: 5.30 Employees: it states “Contractor shall conduct a thorough background check on all employees providing service to the University, which includes drug testing. Would that not be the responsibility of the company of the assisting dealers and not the Contractor (Manufacturer) ? Answer 10: This is a requirement for all contractors providing services to System members as stated in Section 5.30 of RFP Question 11: 6.5 – 1. It states Respondent must provide, in writing, a statement that the Respondent has been regularly and continually engaged in business for a minimum of 3 years…. Would that not be pertaining to the assisting dealer company and not the Contractor (Manufacturer) ? Answer 11: No Question 12: 7.2 Evaluation Process. Is it the intent of the University to issue multiple awards for the opportunity ? Answer 12: The University’s intent is to award to multiple manufacturers. Question 13: Our company, Jasper Group has three distinct brands…JSI, Community and Jasper Desk. If I am discounting all brands at the same discount structure for this opportunity, can I just submit one proposal as Jasper Group, d/b/a JSI, Community and Jasper Desk, or does it need to be three separate proposals ? Answer 13: One proposal is fine but each line must have a ”Manufacturer Pricing Attachment” and a clearly labeled “Furniture Assisting Dealer Information Attachment”. This addendum includes an updated “Furniture Assisting Dealer Information Attachment” to include a Manufacturer Name. Question 14: Exhibit 2 - Payments. It states “…released for payment upon substantial completion of installation” Am I correct to interrupt that 80% will be paid within 30 days of invoice? Regarding the remaining 20%, when after punch completion would this be paid?

Answer 14: Yes Question 15: In section 6.0, the proposal format and content is described. I know that all assisting dealers must complete all parts of section 6.0. The manufacturers that respond to the bid must submit the Manufacturer Pricing attachment and their list of Furniture assisting dealers. Are manufacturers required to complete any parts of section 6.0? Answer 15: The assisting dealers do not respond to the bid. The manufacturers are to respond. Question 16: If the dealer is the recipient of the Purchase Order, how are we as the Manufacturer to track University of Alabama orders for rebate and/or reporting purposes? Answer 16: It will be the responsibility of the manufacturers and dealers to coordinate this information Question 17: Is the Rebate mandatory? If so, is the rebate percentage up to UA or us? Answer 17: No, but the intent of this RFP is to solicit for the best value for system member needs Question 18: In 5.7 it is a little unclear. Does it mean 3 jump drives must be sent with the proposal? Answer 18: Yes Question 19: How many awards will be made? In 7.2 it appears to say that only one will be made? Answer 19: The University’s intent is to award to multiple manufacturers. Question 20: When will manufacturers need to submit insurance papers? Answer 20: At time of Award. Question 21: Do our dealers need to submit insurance information as well and if they do, when do they need to? Answer 21: No, each System Member will contact the dealers for the necessary insurance at time of individual order. Question 22: When does the Business Associate Agreement need to be submitted (page 35)? Answer 22: As part of your proposal response to this RFP Question 23: 4.4.1 Delivery and Installation are never included in the price list and does not impact discounts. Additionally, there are very difficult to evaluate without knowing what products is requested. Also, Installation is always performed by our assisting dealer. How can I meet/exceed this point? Answer 23: See Answer 1 above Question 24: 4.4.14 and 4.5.3 Lead me to understand that the quotes will be done by the assisting dealer to the UA but 6.8.3 seems to indicate that a rebate could be awarded directly to the UA. Which is correct ? Answer 24: Purchase orders/Pcard orders will be issued directly to assisting dealers, however, rebates based on total manufacturer spend will be provided directly to the system member based on manufacturer spend Question 25: 6.5.3 What type of evidence are you expecting here ? Answer 25: Please provide sufficient evidence per the guidelines of 6.5.3 Question 26: 6.5.6 What type of information are you expecting here ? Answer 26: Please provide sufficient evidence per the guidelines of 6.5.6 Question 27: 6.9 We are NOT located in AL and does not employ anybody in AL: Does the p.44 alone count as the Certificate of Compliance ? Answer 27: Yes Question 28: We noticed conflicting statements and need clarification on the following. On Page 4, section 4.4, Line 1 state the discounted pricing “must include but not limited to: furnish, deliver and install

the product, all equipment, materials, labor, tools, supplies, transportation, disassembling/reassembling furniture that is under warranty for relocation and any other expenses necessary to deliver/install the equipment”. On the other hand, page 25, Section Quoting, bullet point 7 says “If quoting labor, please include the following information: Manufacturer of Furniture, Office Location (building and room) and a brief description of work.” Are Assisting Dealers allowed to add labor to the quote under special circumstances? Answer 28: Yes, special circumstances would include: Drilling extra grommets, cutting extra cuts in a work surface (for example: when cutting around a column), uninstalling, moving and reinstalling furniture under warranty, or labor to modify existing furniture. Contracted discounts would apply to specialty pricing. Question 29: With a manufactures proposal, How shall manufacturer’s communicate Price List Adjustments “mid-term” of the contract agreement? For example during a 3 year term, a given manufacturer will hold product discounting as a % off List price, however the Published Price List may adjust as is normal for all manufacturers. How does the University wish for us to communicate this to Procurement? Price List adjustments may occur within a term period which is the reason for our question. Answer 29: See section 4.4.6 of RFP and Answer 9 clarification Question 30: Assisting Dealer 1 Question: Can Assisting Dealers set a limit the amount of revisions of design hours at no cost? Assisting Dealers would prefer to have original design and up two revisions at no cost. Additional revisions would be subject to Assisting Dealer’s hourly design rates. Answer 30: No Question 31: Assisting Dealer 2 Question: With a Projects’ Change of Scope mid process, Can Assisting dealer(s) charge for design/specification revisions? For example after 2 requested revisions from UofA , can assisting dealer charge for Design Services? Answer 31: No Question 32: With Requested Detailed description of product shown, how much technical detail is needed? (Under product and services) Is it acceptable to have the detailed description within the Pricing Attachment as a classification category of products shown with a % off List? For example : “Panel System” are additional descriptions required? Answer 32: Preference would be on product family names Question 33: Assisting Dealers have heard P-cards will be used more often for future purchases. Can the System confirm they are moving towards this option? Answer 33: Yes Question 34: Is there a cap for P-card purchase amount for Orders to Dealer? - If University of Alabama has a plan to migrate to more credit card purchases, Please be advised our assisting dealers are hit with as much as a 5% credit card fee. Do Assisting Dealers have the ability to charge back these fees when associated with a given order? Answer 34: No Question 35: Dealer Question: Can Assisting Dealers charge overtime or weekend hours if client requests for projects requested outside non M-F 8-5pm hours. Answer 35: If the system member requests after hours or weekend hours it may be negotiated before the installation begins. Question 36: Assisting Dealer Question: On page 26, Under Installations, bullet point 9, Assisting Dealer’s normal installation business hours are M-F 8-5; requests outside this timeframe would be subject to overtime charges at the dealer’s normal overtime rates. Is this acceptable to the University of Alabama? Answer36: See Answer 35

Question 37: In reference to page 26, under Installations, bullet point 8 regarding access to buildings, will dealers be allowed to charge for the use of rental equipment (ie: lifts, lulls) to get furniture into the building on the appropriate floor if adequate access is not given, such as in new construction, non-paved areas where normal dollies cannot access the building. Answer 37: Special installation circumstances can be discussed or negotiated when non-industry standard conditions apply Question 38: In New Construction - Can we charge labor for any built-in, millwork, bolted down furniture or accessories? (ie under-carpet Modular Power, assembly seating, casework) Answer 38: No Question 39: Does the University System want to see Delivered & Installed Pricing Only? Is Drop Ship Pricing relevant? Answer 39: Delivered and Installed only. Question 40: Is it the expectation of the RFP that the Dealer or the Manufacturer be the Responsible Respondent? Various portions of the RPF ask for the manufacturer to respond with discounting/Approved Dealer, etc.. Answer 40: Manufactures are respondents to this RFP Question 41: Will award be made to the Dealer or to the Manufacturer? By having the Contractor being the approved dealer it allows items from various manufacturers that we represent to be included on one purchase order made out to the respective Alabama dealer. Answer 41: The University’s intent is to award to multiple manufacturers. Question 42: Is there a maximum dollar purchase limit on purchases with the P-Cards? Answer 42: No Question 43: Will all purchases utilizing the University contract be tax exempt Answer 43: Yes Question 44: If any transactions become taxable events can and how shall taxes be administered Answer 44: Not applicable – See Answer 43 Question 45: Permitting Costs - On a case by case basis, will permitting costs be able to be added as a separate line item and reimbursed to the Contractor/Dealer. Answer 45: No Question 46: Bonding Costs - On a case by case basis, will permitting costs be able to be added as a separate line item and reimbursed to the Contractor/Dealer Answer 46: No Question 47: Page 1, Section 1.0 Intent and Scope, 2nd Paragraph/Page 4, Section 4.4 Technical Specifications–Required, Item 1/Page 24, Exhibit 1, 1st Paragraph “… disassembling/reassembling furniture under warranty for relocation …” Should the furniture need to be relocated three years later, does Keilhauer have to pay the Assisting Dealer to move it? Answer 47: No – Relocation orders will be issued to applicable assisting dealers per manufacturer quoted discounts Question 48: Page 1, Section 1.0 Intent and Scope, 5th Paragraph/Page 24, Exhibit 1, Item 6 “University departments may use various methods to order products or services in which case, the Manufacturer’s Assisting Dealer is expected to accommodate any such requirements including, hard copy purchase orders, procurement card orders and electronic commerce.” If the Manufacturer holds the Contract, how is the Assisting Dealer to accept payment? The RFP is not clear. Also, please define electronic commerce. Answer 48: Orders placed to the Assisting Dealer will be by Purchase Order or Pcard.

Question 49: Page 5, Section 4.4 Technical Specifications-Required, Item 16/Page 29, Exhibit 2, Section Installations, Bullet 10 “… the Bidder agrees to store all items for a period of Ninety (90) days after the specified installation date at no additional charge to the University.” This is the Assisting Dealer’s responsibility, not the Manufacturer’s. Does the University plan to have the Dealers sign a document stating that they are in agreement with this policy? Also, is this a requirement for UAB, only, or will the other campuses have the same requirement? Answer 49: Yes – See Addendum 1. All locations have this requirement. Question 50: Page 8, Section 5.7 Proposal Submission and Deadline, 1st Paragraph “… Respondent must provide one (1) printed copy and three (3) electronic copies on a jump/thumb drive of each proposal in a sealed cover …” Our Price List is 170 pages. Are we required to include a printed copy of this Price List, or will the electronic copy suffice? Answer 50: Yes – Printed copy required Question 51: Page 16, Section 6.3 Transmittal Letter, Item 5. “A statement that identifies the Confidential Information such as Financial Statements.” Please advise what confidential information that you are referring to other than a reference to Financial Statements, that will not be included in the proposal submission? Answer 51: The intent of the statement is to identify any information you deem as confidential which will be considered as part of each system members transparency requirements Question 52: Page 26, Exhibit 2, Section Installations, Bullet 8 The Vendor (Manufacturer) cannot be held accountable for campus deliveries that are not equipped with elevators or loading docks and to inspect such sites prior to delivery. This should be noted as an Assisting Dealer responsibility. Answer 52: Exhibit 2 is specific to assisting dealers Question 53: Page 27, Exhibit 2, Section Invoicing/Receipts Why is this listed in the Assisting Dealer section and mentions Tuscaloosa only? Who holds the Contract? Answer 53: Exhibit 2 is specific to assisting dealers Question 54: Page 27, Exhibit 2, Section Payments A Manufacturer does not invoice in two payments, i.e. 80% and a 20% holdback. This is applicable to a Dealer installation scenario but how can this be put-in-place if the Manufacturer holds the Contract? Answer 54: If manufacturers do not use assisting dealers they will be required to agree to all assisting dealer requirements Question 55: General Terms and Conditions Page 8, Item 32. Final Inspection and Acceptance “Such final inspection shall take place within thirty (30) days from the date of delivery or installation or completion of services whichever is latest.” Title passes to the State once the product leaves the Manufacturer’s dock. Customer must examine merchandise upon receipt and note any obvious damage on the carrier’s delivery receipt. Concealed damage must be reported to Keilhauer, in writing, within 24 hours of receipt. This is typical for shipment and receipt of goods. If this acceptable to the University? Answer 55: The System’s terms are FOB delivered and installed. Any issues prior to completion of installation are the responsibility of Manufacturer and/or Assisting Dealers. Question 56: General Terms and Conditions Page 8, Item 33. Delivery, Transportation and Packing “The University prefers that items are shipped /delivered on a standard 40 x 48 wooden pallet to help meet the University’s sustainability.” Keilhauer ships blanket wrap only, in keeping with its sustainability program. Large table tops will be crated. Is this method of delivery acceptable to the University? Answer 56: Yes

Question 57: Can the restocking fees be negotiable on a project by project basis? Answer 57: Yes Question 58: Is the manufacturer required to hold the contract or can our Authorized Distributor in Alabama hold the contract? Answer 58: The System’s intent is to award to multiple manufacturers. Question 59: We have two brands under the same company. Each has a different price book and different cost structures. The RFP states we may offer different discounts per brand, or within brands. Is there a preferred format (form) for offering multiple discounts per brand? Answer 59: See Answer 13 Question 60: Restocking: Our furniture is made to order and lounge chairs are not stocked, often items are customized to meet specific request: multi-fabric application, tablets, etc.. The textile is selected by the user and once cut, sewn and upholstered, we have no method to sell that item to anyone else. Can ‘Restocking” be removed from the RFP for vendors such as us who do not offer stocked items? Answer 60: See Answer 57 Question 61: The only discount option is: designed+ delivered + installed. This does not offer savings to the client if the dealer or client does the design (in our case specifies the textile to be used), as the costs for design will be built into every chair purchased. The same is true for dock delivery vs. installed. Could an option be created so these costs are not built into the discount, offering savings for you clients? Answer 61: No, inclusive pricing is required Question 62: It is our understanding that all orders will be generated to dealers (including P-card orders) & not to the manufacturers. Is this correct? Answer 62: Yes Question 63: RFP, Page 35, Business Associate Agreement Is the Business Associate Agreement applicable to this office furniture contract, and if so, what particular information would an office furniture manufacturer come into possession of that would require protection? Answer 63: Business Associate Agreement is required as part of your response to this RFP Question 64: RFP, Page 29, Last Bullet, Liquidated Damages Please explain or outline the nature of the term “liquidated damages” in the last bullet on page 29 of the RFP. What is contemplated by this term? Are liquidated damages assessed because of delay in product installation across the performance of the contract? If yes, will the contractor be provided the opportunity to cure or contest the assessment of liquidated damages prior to assessment? Answer 64: Liquidated damages to be determined by each system member based on the terms of their purchase orders Question 65: RFP, Page 5, Section 13 and Page 22, Restocking Fees Our products are custom made-to-order and, as such, we do not stock ready-made items. As a result, and because of the nature of the custom office furniture business generally, would the University consider a request to increase the restock fee to our published commercial rate of 45% upon authorization from the manufacturer? Answer 65: See Answer 57 Question 66: General Terms & Conditions, Page 2, Section 5, Indemnification Would the University consider adding the language in red below to the Indemnification section: “The Contractor shall indemnify, hold and save harmless the University, its affiliates and subsidiaries and their trustees, officers, agents, and employees from losses, claims, suits, actions, expenses, damages, costs (including attorney fees of attorneys of the University’s choice and court costs) expenses, all liability

of any nature or kind arising out of or relating to the Contractor’s negligent performance hereunder. This clause shall survive the termination of any contract.” This addition would conform to general commercial practice with regard to indemnification. Answer 66: No Question 67: General Terms & Conditions, Page 8, Section 32, Final Inspection and Acceptance Would the University consider adding the language in red below to the Final Inspection and Acceptance section? “The University reserves the right to perform inspection and/or expediting of the materials and fabrication thereof at the facility of the Contractor or its suppliers at any reasonable times. All materials and services are subject to final inspection and acceptance by the University at destination, notwithstanding any prior payments or inspection at the source. Such final inspection shall take place within thirty (30) days from the date of delivery or installation or completion of services whichever is latest. In addition to other remedies which may be available under law or in equity, the University, at its option may return to the Contractor any nonconforming or defective item(s), at no cost to the University, and require correction or replacement of the item(s). If the University does not require correction or replacement of nonconforming or defective item(s), Contractor, after being afforded sufficient notice and right to cure, shall repay such portion of the contract price or such additional amount as is equitable under the circumstances. The rights of the University are in addition to and shall not be limited by Contractor’s standard warranties.” Answer 67: No Question 68: General Question, Order Cancellations As our product is largely made-to-order and may be customized at the customer’s request, please confirm that order cancellations after production has commenced are subject to reasonable cancellation charges. Answer 68: Cancellations to be negotiated Question 69: General Question, Special Products In order to meet the unique needs of an end user, we have the ability to customize many of our products. These customized products are referred to as ‘specials’. These specials are defined as modifications to existing products on contract that will still maintain the primary product function and warranty. For example, if an end user requires a bookcase that needs five shelves instead of four or the end user may request table tops with alternate dimensions. Please clarify if we can offer this ‘specials’ program to your customers upon contract award. Answer 69: Contracted discounts would apply to specialty pricing Question 70: It is our understanding that Dealers pay all State/Local Taxes and Insurance on the “current” University Contract. Will this change? Answer 70: The University is tax exempt Question 71: Manufacturer Based Award – Please confirm that the resulting contracts from this RFP will be issued to the Manufacturer itself as respondent. Assisting Dealers will not be officially awarded contracts themselves. Answer 71: See Addendum 1 Question 72: In agreeing to the stated requirements placed on Assisting Dealers, is the service work provided under these contracts the legal responsibility of the Assisting Dealer or the Manufacturer? Answer 72: All manufacturer respondents will be required to adhere to both product warranties as well as warranty terms of this RFP Question 73: Can a manufacturer submit as many as 5 assisting Dealers? Answer 73: Manufacturer should list all assisting dealers that can provide service per the terms of this RFP within the state of Alabama

Question 74: Please confirm that all Assisting Dealers assigned by a manufacturer are subject to the same Discount offer submitted by the manufacturer/respondent. Answer 74: Yes Question 75: A respondents published catalog offering features what are considered standard products. In the event that customization and special options are routinely requested by customers in configurations that are not expressly shown or priced as catalog line items. Specials and custom products are priced and quoted separately. Can a manufacturer offer custom and special products with associated upcharges beyond the UA Net Pricing that is awarded? Answer 75: See Answer 69 Question 76: The technical requirements in Section 4 call for Discounted pricing to include shipping and transportation costs to customers. Shipping costs vary based on weight and order quantity. Will UA accept a discount offer that is made up as a Discount Matrix that reflects various order quantities and associated shipping costs? Answer 76: No, inclusive pricing is required Question 77: UA Instructions to Bidders Section 41-16-27, says the University reserves the right to negotiate within 30 days of receiving a proposal. Please clarify the negotiation process. Answer 77: Per typical negotiation practices Question 78: UA Instructions to Bidders, Section 4.8 states that all pricing is to be firm, yet Section 5.3 asks for quantity breaks that will require minimums, while Section 5.6 says the University will waive minimums. These appear to be contradictions. Please clarify. Answer 78: Refer to Technical Specifications, Section 4.4, Item 3 Question 79: UA Instructions to Bidders Section 6.6 requires dealers to store materials free of charge for 60 days, and the RFP (p.5, #16) states 90 days. Are furniture dealers the only exception to this guideline? Answer 79: Material storage allowance is 90 days per RFP Question 80: UA Instructions to Bidders Section 7.3 states no additional charges for use of credit cards or purchasing cards. This can be up to 3% charge to the dealer. Can tiered discounts be submitted to account for cc purchases and non-cc purchases? Answer 80: No Question 81: REQUEST FOR PROPOSAL Page 3, 4.1 Definitions – 2nd paragraph: Who is receiving the award? Manufacturer or dealer? Answer 81: Manufacturer – See Addendum 1 for related information Question 82: REQUEST FOR PROPOSAL Please clarify terms “contract” and “contractor” Answer 82: See 3.0 Definitions Question 83: REQUEST FOR PROPOSAL “Manufacturer” definition includes its agent. Does this include the dealership? Answer 83: No with the exception of manufacturers who handle their own installations Question 84: REQUEST FOR PROPOSAL “Responsible Respondent” – who is this? The manufacturer cannot provide installation. Answer 84: The responsibilities of manufacturers in conjunction with assisting dealers are defined throughout the RFP Question 85: Page 4, 4.4-1 “under warranty for relocation” – Please clarify this phrase. Answer 85: System furniture that must be dis-assembled and re-assembled by a manufacturer’s representative in order to maintain warranty

Question 86: -2 “preferred for one discount,” this appears to make provision for multiple discounts based upon circumstances Answer 86: Refer to Technical Specifications, Section 4.4, Item 2 Question 87: Page 5, #3, “negotiate with manufacturers” - does this include their agents as defined in 4.1? Answer 87: Situational Question 88: Page 9, 5.28 “Contractor” cannot assign the contract. Please clarify ‘assign’ and ‘contractor.’ Answer 88: See Addendum 1 Question 89: Section 5.25 “protect from patent infringement” Please clarify. Answer 89: The requirement is as stated in 5.35 Question 90: Section 5.34 Does this parking permit apply to all three campuses? Answer 90: No Question 91: Are the Furniture Manufacturers to submit their “BEST AND FINAL PRICING”? Answer 91: Please provide your most aggressive pricing in your original offer. Respondents should not assume the University will solicit for best and final after initial offerings. Question 92: Will the Furniture Dealers be expected to bid after the manufacturers? Answer 92: No Question 93: Is the Furniture Dealer supposed to respond to the bid in anyway, other than being listed as am Assisting Dealer? Answer 93: No – See Addendum 1 for related information Question 94: Section 4.1: Are we able to submit a new price book to UA at any time during the term of the Contract? Answer 94: According to Section 4.4 Technical Specifications – Required: No. 6: Manufacturers must give thirty (30) days notice to any price increase. Price increases shall be announced in writing by manufacturers, and must be supported by manufacturers newly published price lists. This notice must be sent to each campus Purchasing Departments. Question 95: Section 6.6: Will our Price Book submittal satisfy the conditions of this Section? Or is UA looking to obtain a Excel Spreadsheet of millions (perhaps billions) of different chair configurations? Answer 95: Yes, price book is fine Question 96: Section 6.9: Are rebates/reporting optional? Or are they a requirement? Are we able to just submit one report and admin fee to UA? Answer 96: See Answer 17 Question 97: Non-Disclosure Agreement: Is this a requirement to sign and attach in our Bid Response? Answer 97: Yes Question 98: Will there be a part 2 to the RFP in which the dealers will respond to such things that are pertinent to them like, bonds, insurance, install design, etc.? Answer 98: No – See Addendum 1 for related information Question 99: Is it acceptable to accept procurement card orders only for orders under $10,000. If not, can you provide the historical number of orders and dollar volume placed against a P card? Answer 99: System members reserve the option to place any orders using a p-card

Question 100: Please clarify price hold requirement. Sections 4.1 and 4.4.5 & 6 seem to contradict each other. Is the requirement to hold discount only, and price list increases will be accepted in accordance with section 4.4.5 & 6? Answer 100: See Answer 9

Question 101: 4.4.16, Storage – can this be qualified for small order on an occasional basis as needed? 90 days storage for large orders would put a material cost burden on the manufacturer/dealer. This will impact our ability to offer our most aggressive discount up front. Answer 101: Storage needs cannot be anticipated. Respondents shall adhere to the storage requirements of the RFP Question 102: Section 6.5, item 3: Does this detailed information need to be provided for the contacts at each dealership or is this in regards to manufacturer’s contacts only? Answer 102: Manufacturers Question 103: Whom is responsible for signing the Non-disclosure agreement (pg 35), and Certification of Compliance with State Immigration Law (pg 44)? The manufacturer, authorized furniture dealer or both? Answer 103: Manufacturers as respondents to this RFP are required to include with proposal. Assisting dealers will be required to provide at a later date. Question 104: Who will submit the Purchase Orders to the manufacturer? The authorized furniture dealer or the University of Alabama? Answer 104: System members will issue purchase orders to Assisting Dealers. Assisting Dealers will be responsible for issuing purchase orders to manufacturers. Question 105: Who is responsible for completing the Business Associate agreement (pg 41)? The manufacturer, authorized furniture dealer or both? Answer 105: Manufacturer The RFP may be found at http://purchasing.ua.edu/pdfs/PendingBids/T054514.pdf

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Furniture Assisting Dealer Information Attachment – UPDATED Manufacturer: ____________________________________________________________

Company Name: _________________________________________________________________ Contact Name:___________________________________________________________________ Address:________________________________________________________________________ Contact Email:___________________________________________________________________ Contact Phone Number:____________________________________________________________ Company Name: _________________________________________________________________ Contact Name:___________________________________________________________________ Address:________________________________________________________________________ Contact Email:___________________________________________________________________ Contact Phone Number:____________________________________________________________ Company Name: _________________________________________________________________ Contact Name:___________________________________________________________________ Address:________________________________________________________________________ Contact Email:___________________________________________________________________ Contact Phone Number:____________________________________________________________ Company Name: _________________________________________________________________ Contact Name:___________________________________________________________________ Address:________________________________________________________________________ Contact Email:___________________________________________________________________ Contact Phone Number:____________________________________________________________ Company Name: _________________________________________________________________ Contact Name:___________________________________________________________________ Address:________________________________________________________________________ Contact Email:___________________________________________________________________ Contact Phone Number:____________________________________________________________



ADDENDUM # 1

November 4, 2016




The following shall become part of the Request for Proposal. All Assisting Dealers named as authorized representatives of furniture manufacturer contractor will be required to sign a general Contract agreeing to the applicable terms of the RFP in order to participate in the resulting “Deliver and Install of Furniture” Contract. The general Contract will be initiated electronically by the University Contract Administrator to all named Assisting Dealer(s) after RFP is awarded. It is the responsibility of all manufacturer respondents to notify their named Assisting Dealers of this requirement. Please see sample contract attached for information purposes only. The RFP may be found at http://purchasing.ua.edu/pdfs/PendingBids/T054514.pdf

Mailing Address: Physical Address: Box 870130 1101 Jackson Avenue, Suite 3000 Tuscaloosa, AL 35487-0130 Tuscaloosa, AL 35401

Authorized Furniture Assisting Dealer Contract

Company Name Address 1 Address 2 City, ST Zip REPRESENTATIVE: PHONE: FED. EMPLOYER ID NO. FAX: EMAIL-ADDRESS:

CONTRACT NO.: T054514 TERMS: Net 30

CONTRACT TERM - TO: Duration of Contract T054514 RFP / IFB NO.: T054514

COMMODITY/SERVICES: Deliver and Install of Furniture BUYER’S NAME: Amy Chambley BUYER’S E-MAIL: [email protected]

[Company Name] has been named as an authorized representative of a furniture manufacturer Contractor to RFP T054514. The University of Alabama System requires that all Assisting Dealers named as authorized representatives adhere to the terms of RFP T054514 in order to participate in the resulting Contract. The undersigned authorized representative agrees to adhere to the terms of RFP T054514.

OFFICIAL APPROVAL OFFICIAL SIGNATURETHE UNIVERSITY OF ALABAMA

_________________________________________

______________________________________

Kevin R Stevens DateDirector of Procurement Services

Signature Date

__________________________________________

______________________________________ Julie Shelton DateAssociate Vice President for Finance

Typed or Printed Name

______________________________________ Title

By signing this contract, the contracting parties affirm, for the duration of the agreement, that they will not violate federal immigration law or knowingly employ, hire for employment, or continue to employ an unauthorized alien within the State of Alabama. Furthermore, a contracting party found to be in violation of this provision shall be deemed in breach of the agreement and shall be responsible for all damages resulting therefrom.

Request for Proposal‐ T054514

Proposal Due Date – November 30, 2016

Deliver and Install of Furniture

REQUEST FOR PROPOSAL ATTENTION: This is not an order. Read all instructions and terms and conditions carefully.

INVITATION NO.: T054514 RETURN ALL COPIES OF PROPOSALS TO:

THE UNIVERSITY OF ALABAMA PURCHASING DEPARTMENT

(Street Address) 1101 Jackson Ave Suite 3000 Tuscaloosa, Alabama 35401

OR (Mailing Address) Box 870130 Tuscaloosa, Alabama 35487

PHONE: (205)348-5230 FAX: (205) 348-8706

Issue Date: October 7, 2016

Title: Deliver and Install of Furniture

Buyer: Amy Chambley

Phone: 205-348-0063

Email: [email protected]

Proposal Responses may NOT be faxed or emailed.

IMPORTANT: PROPOSALS MUST BE RECEIVED BY November 30, 2016 @ 2:00 P.M. CST TIME

Proposal number and opening date must be clearly marked on the outside of all proposal packages. 1. Pursuant to the provisions of the State of Alabama Competitive Bid Law, Section 41-16-20 and/or 39-2, rules and regulations adopted there

under sealed bids will be received on the items noted herein by The University of Alabama Purchasing Department until the date and time stated above. In accordance with Alabama State Bid Law Section 41-16-27, where applicable, the University reserves the right to enter into negotiations within thirty (30) days of the proposal opening.

2. The University’s General Terms and Conditions and Instructions to Bidders, viewable at http://www.purchasing.ua.edu/purchbidinfo.html apply to this Solicitation and shall become a part of any contract issued hereunder.

3. For purposes of this Solicitation, the Solicitation documents shall consist of the following components: a) Request for Proposal and any Addenda; b) General Terms and Conditions; c) Instructions to Bidders In the event that any provision of the component parts of the Solicitation conflicts with any provision of any other component parts, the component part first enumerated shall govern.

4. This Agreement and any disputes hereunder shall be governed by the laws of the State of Alabama without regard to conflict of law principles.

CERTIFICATION PURSUANT TO ACT NO. 2006-557Alabama law (section 41-4-116, code of Alabama 1975) provides that every bid submitted and contract executed shall contain a certification that the vendor, contractor, and all of its affiliates that make sales for delivery into Alabama or leases for use in Alabama are registered, collecting, and remitting Alabama state and local sales, use, and/or lease tax on all taxable sales and leases in Alabama. By submitting a response to this solicitation, the bidder is hereby certifying that they are in full compliance with Act No. 2006-557; they are not barred from bidding or entering into a contract pursuant to 41-4-116, and acknowledges that The University of Alabama may declare the contract void if the certification is false.

DISCLOSURE STATEMENT1. If you or any owner, officer, partner, board or director member, employee, or holder of more than 5% of the fair market value of your firm or

any member of their households is an employee of The University of Alabama, this information must be included in your solicitation response. Failure to disclose this information in your response may result in the elimination of your proposal from evaluation.

2. If you or any owner, officer, partner, board or director member, employee, or holder of more than 5% of the fair market value of your firm or any member of their households is an employee of The University of Alabama; and you or your firm is awarded a contract as a result of this solicitation, then within ten (10) days after the contract is entered into, you agree to file a copy of that contract with the State of Alabama Ethics Commission in accordance with Code of Alabama, Section 36-25-11 and upon request by the University furnish evidence of such filing.

3. By accepting payments agreed to in any purchase order resulting from this proposal, Contractor certifies that to its knowledge no University employee or official, and no family members of a University employee or official, will receive a benefit from these payments, except as has been previously disclosed, in writing, to the University on the Disclosure Statement of Relationship Between Contractors/Grantees and Employees/Officials of The University of Alabama.

AUTHENTICATION OF BID AND STATEMENT OF NON-COLLUSION AND NON-CONFLICT OF INTERESTI hereby swear (or affirm) under the penalty for false swearing as provided in Code of Alabama 6-5-180 that

1. In accordance with Code of Alabama Section 41-16-25, amended 1975 that the attached response has been arrived at independently and has been submitted without collusion with, and without any agreement, understanding or planned common course of action with, any other vendor of materials, supplies, equipment or services described in the Request for Proposal, designed to limit independent bidding or competition;

2. The contents of the proposal or proposals have not been communicated by the bidder or its employees or agents to any person not an employee or agent of the bidder or its surety on any bond furnished with the proposal or proposals and will not be communicated to any such person prior to the official opening of the proposal or proposals.

3. The bidder is legally entitled to enter into contracts with The University of Alabama and is not in violation of any prohibited conflict of interest, including those prohibited by the Code of Alabama 13A-10-62, as amended 1975.

4. I have fully informed myself regarding the accuracy of the statement made above.

THIS AREA MUST BE COMPLETED DELIVERY AFTER RECEIPT OF ORDER: NAME OF COMPANY: PHONE:

FEDERAL EMPLOYER ID NO.: ADDRESS: FAX:

PAYMENT TERMS: ADDRESS: E-MAIL:

SHIPPING TERMS:

F.O.B. DESTINATION–PREPAID AND ALLOWED CITY, STATE & ZIP CODE: DATE:

QUOTE VALID UNTIL: SIGNATURE: Typed/Printed Name of Signor

SIGNATURE REQUIRED: This proposal cannot be considered valid unless signed and dated by an authorized agent of the Offeror. Type or print the information requested in the spaces provided.

TABLE OF CONTENTS

1.0 INTENT AND SCOPE 1 2.0 INFORMATION AND EXPECTATIONS 2 3.0 DEFINITIONS 3 4.0 GENERAL SPECIFICATIONS 4

4.1 Contract Term 4 4.2 Effective Date 4 4.3 Entire Contract 4 4.4 Technical Specifications – Required 4 4.5 Financial Specifications 6

5.0 PROPOSAL GENERAL REQUIREMENTS 7

5.1 Key Event Dates 7 5.2 Issuing Department 7 5.3 Respondent Communication 7 5.4 Questions 7 5.5 Preparation of Offers 8 5.6 Proposed Deviations from the Request for Proposal 8 5.7 Proposal Submission and Deadline 8 5.8 Addenda 8 5.9 Financial Statements 9 5.10 Respondent Presentations 9 5.11 Disclosure of Respondent’s Response 9 5.12 Restrictions on Communications with University Staff 9 5.13 Cost of Preparing Proposal 9 5.14 Disposition of Proposals 9 5.15 Alternate Proposals 10 5.16 Oral Representation and Past Practice 10 5.17 Sections Titles in the RFP 10 5.18 No Contingent Fees 10 5.19 Proposals Addenda and Rules for Withdrawal 10 5.20 Errors/Omissions 10 5.21 Contractor Cooperation in Related Efforts 10 5.22 Entire Agreement 10 5.23 Governing Law 11 5.24 Taxes 11 5.25 Reports and Auditing 11 5.26 Termination for Convenience 11 5.27 Prime Contractor Responsibility 11 5.28 Assignment 11 5.29 Premises, Equipment and Maintenance 12 5.30 Employees 13 5.31 Hazardous Materials and OSHA Communication Standards 13 5.32 Customer Surveys after Contract Award 14 5.33 Advertisement of Service 14 5.34 Parking 14 5.35 Patents, Copyrights and Trademarks 14 5.36 University Visual Identity 14 5.37 Supplier License 14 5.38 Availability of Funds 14 5.39 Non-Exclusive Contract 14 5.40 PCI Compliance/Safeguarding Obligations 15 5.41 Insurance 15 5.42 FERPA Compliance 15 5.43 HIPAA Compliance 15 5.44 Non- disclosure Agreement 15 5.45 Immigration Law Compliance 15

6.0 PROPOSAL FORMAT AND CONTENT 16

6.1 Proposal Information and Criteria 16 6.2 Signed Authentication of Proposal and Statements of Non-Collusion and

Non-Conflict of Interest Form 16

6.3 Transmittal Letter 16 6.4 Executive Summary and Proposal Overview 17 6.5 Criteria 1 – Respondent Qualifications 17 6.6 Criteria 2 – Products/Services Defined 17 6.7 Criteria 3 – Financial Proposal 18 6.8 Criteria 4 – Other Additional Information 19 6.9 Criteria 5 – Attachments Included with Response 19

7.0 PROPOSAL EVALUATION PROCESS AND AWARD 20

7.1 Proposal Evaluation Criteria 20 7.2 Evaluation Process 20 7.3 Competitive Negotiation 21 7.4 Appearance Before Committee 21 7.5 Acceptance or Rejection and Award of Proposal 21 7.6 Additions, Deletions or Contract Changes 21 7.7 Rejection 21

Appendix – Manufacturer Pricing Attachment 22 Appendix – Furniture Assisting Dealer Information Attachment 23 Exhibit 1 – Supplemental Assisting Dealer Requirements 24 Exhibit 2 – University of Alabama 25 Exhibit 3 – University of Alabama at Birmingham 28 Exhibit 4 – University of Alabama at Huntsville 31 Appendix – Insurance Requirements 32 Appendix – FERPA Compliance 34 Appendix – HIPAA Business Associate’s Agreement 35 Appendix – Non-disclosure Agreement 41 Appendix – State of Alabama Immigration Compliance Law 43 Appendix – Certification of Compliance with Immigration Law 44 Appendix – E-Verify 45 Appendix – Disclosure Statement 46

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THE UNIVERSITY OF ALABAMA REQUEST FOR PROPOSAL

1.0 INTENT AND SCOPE

The University of Alabama is requesting responses for the Delivery and Installation of Furniture on behalf of The University of Alabama System. Any contract resulting from this request will be made available to other eligible system members. This may include but is not limited to; The University System, comprised of The University of Alabama, Tuscaloosa, AL; The University of Alabama at Birmingham, Birmingham, AL, and The University of Alabama in Huntsville, Huntsville, AL; The UAB Health System, comprised of the University of Alabama Hospital, Kirklin Clinic, Callahan Eye Foundation, UAB Medical West, UAB Highlands, Baptist Health of Montgomery, VIVA; hereinafter referred to as the System. Contracts resulting from the award of this request cover shipments by any system member listed above. Each system member will generate its own purchase orders, payments, etc. and delivery must be made according to the instructions on the purchase order.

Manufacturers shall provide the System with a discount for their product including the delivery and installation by the dealer. Manufacturers shall also provide a list of all, minimum of two, Assisting Dealer within the State of Alabama that can provide each system member with the following but not limited to; delivery, installation, design services, warranty service and disassembling / reassembling furniture under warranty for relocation. This discount must be provided in the form of a percentage off the manufacturer’s list price.

The following spend is provided for informational purposes only and shall not be considered anticipated spend for the next contract period. Estimated Total Volume for all three campuses for Fiscal Years 2014, 2015 and 2016

FY 2014 FY 2015 FY 2016

University of Alabama 13,062,586.50$ 4,251,249.26$ 6,082,480.96$

University of Alabama at Birmingham 6,332,548.98$ 5,345,630.83$ 4,533,178.84$

University of Alabama at Huntsville 1,144,560.24$ 1,039,333.21$ 1,285,130.68$

The general and technical specifications, together with the related information, drawings and any addenda, comprise the requirements for this project. Contractor must begin providing the products and/or services on the date stated in the Special Conditions and the execution of a contract or purchase order. University departments may use various methods to order products or services in which case, the Manufacturer’s Assisting Dealer is expected to accommodate any such requirements including, hard copy purchase orders, procurement card orders and electronic commerce. The intent of the contract is to obtain greater volume price discounts by combining the volume of purchases from participating entities within the State of Alabama.”

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2.0 INFORMATION AND EXPECTATIONS The University of Alabama, the State of Alabama’s oldest public university located in Tuscaloosa, is a senior comprehensive doctoral level institution. The University was established by constitutional provision under statutory mandates and authorizations. Its mission is to advance the intellectual and social condition of the State through quality programs of teaching, research, and service. As one of the major residential campuses in the State, the University enhances the academic and personal growth of its approximately 37,000 students and workforce of 6,000 through its on-campus environment. The University’s research, creative activities, and instructional programs form a foundation for extensive service activities, establishing a number of partnerships with business, non-profit organizations, and government through applications of new knowledge. These relationships often extend beyond the bounds of the State as the University assists developmental efforts at regional, national, and international levels. The University maintains a philosophy of excellence in all of its programs. The University expects its Contractors to provide and adhere to the same standard of excellence and the products and/ or services provided must be reflective of this quality. The University expects the Contractor to provide the customer service, time, resources and personnel necessary to provide excellent products and/ or services.

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3.0 DEFINITIONS

The term "addenda" means written or graphic instructions issued by the University of Alabama prior to the receipt of Proposals that modify or interpret the Request for Proposal documents by addition, deletions, clarification, or corrections. The terms "offer" or “proposal” means the Respondent(s) response to this Request for Proposal. The term "Respondent" means a person, company, corporation or other the entity group submitting a proposal. The term “Contract” shall mean the contract awarded to a Contractor pursuant to this Solicitation. The term "Contractor" means the entity receiving a contract award. The term “May” indicates something that is not mandatory, but permissible/desirable The terms “Shall, Must,or Will” indicates a mandatory requirement(s) that must be addressed. Failure to address these mandatory requirements may result in rejection of your proposal as non-responsive. However, the University reserves the right to request additional information, but is not required to do so. The term “ Should” indicates something that is recommended, but not mandatory. If the Respondent fails to provide recommended information, the University may, at its sole option, ask the Respondent to provide information or evaluate the proposal without the information. The term “Manufacturer” indicates an entity which makes the products from raw materials outlined in this RFP, all of its agents and employees The term “Days”: All days specified are based on calendar days, unless otherwise noted. The term “Immigration Law” means the Alabama Immigration Reform and Control Act of 1986, as amended by the Immigration Act of 1990 and the Beason-Hammon Taxpayer and Citizen Protection Act (Act 2011-535). The term "Purchasing" means The University of Alabama, Purchasing Department, Room 1101 Jackson Ave, Suite 3000, South Lawn Office Building, Tuscaloosa, AL 35401. The term "Purchasing Officer" means The University of Alabama’s appointed contracting representative. The term "Responsible Respondent" means a Respondent who has the capability in all respects to perform fully the contract requirements and the integrity and reliability that will assure good faith performance. The term "solicitation" means Request for Proposal (RFP). The term "University" means The University of Alabama. The term “Premises” means University facilities located in Tuscaloosa, AL. The term “Facilities” means existing University real properties and any improvements thereon or those acquired after award of the RFP.

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4.0 GENERAL SPECIFICATIONS

4.1 Contract Term

Pricing for this contract shall be firm for the contract option that is awarded by the University. The University is requesting pricing proposals for the Delivery and Installation of Furniture. Respondents may propose all or part of the options requested. However, all costs associated with the options shall be included in the proposal. The University will choose the option that is the most advantageous for the University. Failure to do so may eliminate your response from consideration in the RFP evaluation and award.

Option 1, Initial term 3 years - Upon mutual agreement between the Contractor and the University, this Contract may be renewed annually for up to (7) additional (1) year periods under the same terms and conditions. The maximum duration of the contractual period shall be (10) years.

Option 2, Initial term 5 years - Upon mutual agreement between the Contractor and the University, this Contract may be renewed annually for up to (5) additional (1) year periods under the same terms and conditions. The maximum duration of the contractual period shall be (10) years.

Option 3 – The University reserves the right to negotiate other combinations of the above not to exceed a maximum duration of 10 years.

4.2 Effective Date

The effective date of the contract shall be March 1, 2017 or the date upon which the Parties execute the contract and all appropriate approvals have been received whichever is later.

4.3 Entire Contract

The issuance of a University signed Contract document is required to constitute a contract between the successful Respondent and the University which shall bind the successful Respondent to furnish and deliver the commodities ordered at the prices, terms and conditions quoted and in accordance with the specifications of this Solicitation as well as the terms and conditions of the University’s Contract. No shipments are to be made to The University of Alabama without the issuance of a Purchase Order (P#) or University issued purchasing card. Each system member will generate its own purchase orders, payments, etc. and delivery must be made according to the instructions on the purchase order. The terms and conditions included in this Solicitation along with any addenda, any University contract and/or University purchase order(s) issued referencing this Solicitation, the University’s General Terms and Conditions, Instructions to Bidders shall constitute the entire and exclusive Contract between the University and the successful Respondent.

4.4 Technical Specifications - Required

Respondent must meet or exceed all the requirements below to be considered in the RFP award process. Any products or services the successful contractor or department would like to have added to the contract must be approved by the Procurement Department. Unless noted otherwise, the discount/ pricing structure shall be the same on new or replacement products as established by the RFP. The University shall receive at least thirty (30) days notice prior to the introduction of new or replacement products and the discontinuance of those included in this RFP. 1. Responses must be shown as a percentage discount from manufacturers published retail price list

(MSRP). One discount price is to be quoted to cover all entities within the System. Awards will be made based on the discount shown on each manufacturer line. This discount must include but not limited to: furnish, deliver and install the product all equipment, materials, labor, tools, supplies, transportation, disassembling/ reassembling furniture that is under warranty for relocation and any other expenses necessary to deliver/install the equipment.

2. It is preferred that Manufacturers provide only one discount which must represent your entire product

line. If multiple discounts are provided, they must be clearly categorized.

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3. The System reserves the right to negotiate with awarded manufacturers or bid large bulk individual purchases in situations where high volume justifies more aggressive pricing.

4. Unless otherwise expressly agreed in any exhibit to this contract, the discount shall not be eliminated or

reduced during the initial term.

5. It will be the responsibility of the manufacturer to furnish a minimum of one (1) catalog with pictures and manufacturers published retail price lists electronically or dedicated website to each campus Purchasing Department’s representative, UA, UAB and UAH and to keep them updated. Orders placed after a price increase, but before these purchasing agents have been updated will NOT be increased.

6. Manufacturers must give thirty (30) days notice to any price increase. Price increases shall be announced in writing by manufacturers, and must be supported by manufacturers newly published price lists. This notice must be sent to each campus Purchasing Departments.

7. All upholstered items must meet either the California Technical Bulletin 117 or 133 standards for

commercial use. Both interior and outer materials must comply. The manufacturers must permanently affix labels to items as proof of compliance. Open plan panels must be Class “A”. Do not ship otherwise.

8. Manufacturers must provide a list of all Authorized Dealers that your discount is valid for. A minimum of

two (2) Assisting Dealers able to service each System Member, if you cannot provide two (2), you must specify it is a single reseller area. All Assisting Dealers for the System must be capable of servicing and meeting the requirements of this Request for Proposal. The following information must be included for all Assisting Dealers, company name, contact name, address, email address, phone number and if applicable fax number.

9. In the event a single manufacturer does not list more than one authorized dealer, and that single dealer

becomes unauthorized during the contract period, the manufacturer must reinstate a new dealer, agreeing to the same terms as the Original dealer.

10. Manufacturers wishing to make additions/deletions to their Assisting Dealers during the contract period must use the following process. When an Assisting Dealer is being added to the original Assisting Dealers list, the new Assisting Dealers list shall be submitted electronically (email), the new Assisting Dealers list shall have a complete name, address, contact person, phone number, fax number and email address and an effective start date. When an Assisting Dealer is being deleted from the original Assisting Dealers list, the manufacturer must notify each Purchasing Department’s representative electronically (email) by submitting a complete name, address, contact person, phone number, fax number and email address and an effective end date.

11. The System reserves the right to access the Alabama State Contracts if discounts appear to be in the

best interest of the System. 12. In order to conserve energy the System follows the “Energy Star” guidelines established by the

Environmental Protection Agency for equipment purchased. Guidelines for equipment labeled as such can be found on the Energy Star website at www.energystar.gov. All equipment purchased by the University which falls into this category must be “Energy Star” labeled.

13. If a manufacturer(s) has restocking fee requirements, the manufacturer (s) must list any fees associated

with returning products.

14. All quotes shall be produced by the manufacturer’s Assisting Dealer(s).

15. The following shall be considered defects, without being limited thereto: Permanent etching, staining, discoloration, fading, and other deterioration of finishes. Operational failures, binding, and the like, in finish cabinet hardware. Deformation, warpage, opening up of joints, telegraphing of cores, delamination of veneers, or other finishing materials, failures in fastening and anchorage, sagging of panels.

16. If the purchasing System member is unable to allow the installation to begin at the time indicated, the

Assisting Dealer agrees to store all items for a period of ninety (90) days after the specified installation date at no additional charge to the purchasing system member.

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17. All Assisting Dealer(s) listed must be authorized to make warranty repairs or otherwise to the manufacturer that they are listed, regardless of the Assisting Dealer who processed the original order.

18. Manufacturer shall not use photographs, video, drawings or any other visual representation of the work

for the commercial promotion of the Manufacturer’s business without the prior written permission of the University. This includes, but is not limited to, print and video advertisements, use at trade shows, submissions to professional organizations, and photographs or write ups on Manufacturer web site. This provision shall also be binding on any of the Manufacturer subcontractor. Manufacturer shall require its subcontractor to agree to be bound by its terms.

4.5 Financial Specifications

1. It is the Respondent’s responsibility to verify any information and obtain any clarifications prior to submitting

the response. The University is not liable for any errors or misinterpretations made by the Respondent in response to this Solicitation.

2. The quoted price involving equipment must include all necessary accessories to make a complete functioning unit unless specifically stated in the request for quotation from the Dealer.

3. Quoted price must include all costs necessary for the production of the specified products including

shipping and handling, installation, training and implementation, when applicable. 4. Quoted price must include all travel expense associated with the products and services required by this

RFP.

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5.0 PROPOSAL GENERAL REQUIREMENTS

5.1 Key Event Dates

Although subject to change, the University expects to adhere to the following time and event schedule relative to this RFP Process. Friday, October 7, 2016 Request for Proposal Issued Tuesday, November 1, 2016 Deadline to Submit Questions Wednesday, November 30, 2016 Proposals Due Wednesday, December 21, 2016 Anticipated Finalization of Award Wednesday, March 1, 2017 Implementation *Dates are approximate

5.2 Issuing Department

The University of Alabama Purchasing Department is issuing this RFP and all subsequent addenda relating to it. The reference number for the Proposal is defined on the Purchasing Department RFP cover sheet. This number must be referenced on all proposals, correspondence, and documentation relating to RFP inquiries.

5.3 Respondent Communication

To insure that RFP documentation and subsequent information (modifications, clarifications, addenda, written questions & answers, etc.) is directed to the appropriate persons within the Respondent’s firm, each Respondent who intends to participate in this RFP is to provide the following information to the Purchasing Officer. Prompt, thorough compliance is in the best interest of the Respondent. Failure to comply may result in incomplete or delayed communication of addenda or other vital information. Contact information is the responsibility of the Respondent. Without the prompt information, any communication shortfall shall reside with the Respondent.

Name of primary contact Mailing address of primary contact Telephone number of primary contact Additional contact persons with same information provided as primary contact

This contact information, intent to propose and questions may be transmitted via fax or e-mail to:

Amy Chambley Amy Chambley Purchasing Department Purchasing Department The University of Alabama The University of Alabama Box 870130 Or 1101 Jackson Ave Suite 3000 Tuscaloosa, AL 35487-0130 Tuscaloosa, AL 35401 Phone: (205) 348-0063 Fax: (205) 348-8706 E-mail: [email protected]

All communication with the University regarding this RFP shall only be directed to the University Purchasing Officer listed above.

5.4 Questions

Respondents having questions regarding this solicitation shall compile all questions into one email document and submit to Purchasing Official listed in Section 5.3 due by 2:00 P.M. CST by the Deadline to Submit Questions date listed in Section 5.1. The University will compile all written question submitted, prepare written responses and post questions/answers in the form of addendum on the University website. All Respondents shall be notified by email of the addendum posting. The questions and answers will be made part of the solicitation and may become part of the contract with the Contractor.

Oral answers given are not binding.

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5.5 Preparation of Offers

Respondent is expected to follow all specifications, terms, conditions, and instructions in this Request for Proposal. Respondent will furnish all information required by this solicitation. Proposals should be prepared simply and economically, providing a description of the Respondent’s capabilities to satisfy the requirements of the solicitation. Emphasis should be on completeness and clarity of content. All documentation submitted with the proposal should be submitted in a single volume except as otherwise specified. An electronic version of University’s General Terms and Conditions and Instructions to Bidders are available through The University of Alabama Purchasing website: https://finance-estus.fa.ua.edu/financepub/procpub/Purchasing/General_Terms_and_Conditions.pdf

https://finance-estus.fa.ua.edu/financepub/procpub/Purchasing/instructions-to-bidders.pdf In the event of any conflict between any provision of this RFP and any provision of the above referenced General Terms and Conditions and Instructions to Bidders, the provisions of this RFP will control and shall be contracting and binding on the parties.

5.6 Proposed Deviations from the Request for Proposal

The stated requirements appearing elsewhere in this RFP shall become a part of the terms and conditions of any resulting contract. Any deviations there from must be specifically defined in accordance with the Transmittal Letter, Section 6.3 (d). If accepted by the University, the deviations shall become part of the contract, but such deviations must not be in conflict with the basic nature of this RFP. Note: Respondents shall not submit their standard terms and conditions as exceptions to the RFP Terms and Conditions. Each exception to a University term and condition shall be individually addressed.

5.7 Proposal Submission and Deadline

Respondent must provide one (1) printed copies and three (3) electronic copy on a jump/thumb drive of each proposal in a sealed cover, prior to 2:00 P.M. CST on “Proposals Due” date as specified in Section 5.1 Key Event Dates and addressed to the Purchasing Officer as listed Section 5.3 Respondent Communication. The Purchasing Department accepts deliveries Monday – Friday, 8:00 AM – 4:45 PM.

Respondents must retain a copy of their proposal for their records and use. Note: Each Respondent is solely responsible for the timely delivery of its proposal. Proposals shall be submitted by mail, courier or delivered in person to the address indicated on the RFP signature page prior to the closing time set for receipt of offers. Proposals received after the closing date and time will not be considered. In addition, proposals received via fax or emails are not acceptable. Proposals shall be enclosed in sealed envelopes to the above referenced address and shall show the closing time and date specified, the solicitation number, and the name and address of the Respondent on the face of the envelope. Due to imaging requirements, responses and additional data must not be permanently bound. Proposals may be stapled, in folders, three-ring binders or clipped. No shiny or slick paper.

5.8 Addenda

Any addenda or instructions issued by the Purchasing Department prior to the time for receiving proposals shall become a part of this RFP. Such addenda shall be acknowledged in the proposal. No instructions or changes shall be binding unless documented by a proper and duly issued addendum.

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5.9 Financial Statements

If requested by the University, a copy of Respondent’s audited financial statement for the previous accounting year shall be sent by overnight delivery to the requesting Purchasing Officer within seventy-two (72) hours of request. Confidential/proprietary information such as company’s financial statements must be placed in a separate envelope and marked confidential. This information can only be kept confidential “to the extent permitted by law”. Co-mingling of confidential/proprietary information is NOT acceptable. The response is not confidential and is a matter of public record. Neither a proposal response in its entirety, nor proposed pricing will be considered confidential/ proprietary. Any information that will be included in any resulting contract cannot be considered confidential.

5.10 Respondent Presentations

All Respondents whose proposals are judged acceptable for award may be required to make a Respondent presentation/ demonstration to the evaluation committee prior to the award of RFP. Selected respondent(s) shall be given a script and/or instructions for the presentation in order to provide the evaluation team further insight regarding their proposal and to clarify any issues. Failure of a Respondent to conduct a demonstration/presentation on the date scheduled may result in rejection of the Respondent’s proposal. In addition, the University may decide to make site visits, as needed, during the evaluation process which shall be coordinated with the respective Respondent.

5.11 Disclosure of Respondent’s Response

The Request for Proposal specifies the format, required information, and general content of proposals submitted in response to this RFP. The Purchasing Department will not disclose any portions of the proposals prior to contract award to anyone outside the Purchasing Department, the University’s administrative staff, representatives of the State or Federal Government, if required, and the members of the committee evaluating the proposals. After a contract is awarded in whole or in part, the University shall have the right to duplicate, use, or disclose all Proposal data submitted by Respondents in response to this RFP as a matter of public record. Any submitted proposal shall remain a valid proposal for six (6) months after the proposal due date. The University shall have the right to use all system ideas, or adaptations of those ideas, contained in any proposal received in response to this RFP. Selection or rejection of the proposal will not affect this right.

5.12 Restrictions on Communications with University Staff

From the issue date of this Solicitation until a Contractor is selected and a contract award is made, Respondents are not allowed to communicate about the subject of the RFP with any University administrator faculty, staff, or members of the Board of Trustees except: The Purchasing Department representative, any University Purchasing Officer representing the

University administration, or others authorized in writing by the Purchasing Office and University Representatives during Respondent presentations. If violation of this provision occurs, the University reserves the right to reject the Respondent’s response to this Solicitation.

5.13 Cost of Preparing Proposal

Costs for developing the proposals and any subsequent activities prior to contract award are solely the responsibility of the Respondents. The University of Alabama will provide no reimbursement for such costs.

5.14 Disposition of Proposals

All proposals become the property of the University. The successful proposal will be incorporated into the resulting contract by reference. All proposals are subject to an open records request.

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5.15 Alternate Proposals

Respondents may submit alternate proposals. If more than one proposal is submitted, all must be complete (separate) and comply with the instructions set forth within this document. Each proposal will be evaluated on its own merits.

5.16 Oral Representation and Past Practice

Respondents should not base any portion of their proposal on any oral representations or actual/perceived past practices not specifically identified within this RFP or subsequent official addenda.

5.17 Section Titles in the RFP

Titles of paragraphs used herein are for the purpose of facilitating ease of reference only and shall not be construed to infer the construction of contractual language.

5.18 No Contingent Fees

No person or selling agency shall be employed, retained, or given anything of monetary value to solicit or secure this contract, except bona fide employees of the Respondent or bona fide established commercial or selling agencies maintained by the Respondent for the purpose of securing business. For breach or violation of this provision, the University shall have the right to reject the proposal, annul the contract without liability, or, at its discretion, deduct from the contract price or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee or other benefit.

5.19 Proposals Addenda and Rules for Withdrawal

Prior to the date specified for receipt of offers, a submitted proposal may be withdrawn by submitting a written request for its withdrawal to the University Purchasing Department, signed by the Respondent. Unless requested by the University, the University will not accept revisions, or alterations to proposals after the proposal due date.

5.20 Errors/Omissions

The University of Alabama is not liable for any errors, omissions or misinterpretations in responding to the RFP.

5.21 Contractor Cooperation in Related Efforts

The University reserves the right to undertake or award other contracts for additional or related work to other entities. The Contractor shall fully cooperate with such other Contractors and University employees and carefully fit its work to such additional work. The Contractor shall not commit or permit any act, which will interfere with the performance of work by any other Contractor or by University employees. This clause shall be included in the contracts of all Contractors with whom this Contractor will be required to cooperate. The University shall equitably enforce this clause to all Contractors, to prevent the imposition of unreasonable burdens on any Contractor.

5.22 Entire Agreement

The Request for Proposal (RFP) and any subsequent addenda issued by the Purchasing Department shall be incorporated into any resulting Contract. The resulting contract, including the RFP and those portions of the Respondent’s response accepted by the University shall be the entire agreement between the parties.

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5.23 Governing Law

Contractor shall conform to and observe all laws, ordinances, rules and regulations of the United States of America, the State of Alabama, and all other local governments, public authorities, boards or offices relating to products and/or services provided, the Property or the improvements upon same, or the use thereof, and will not permit the same to be used for any illegal or immoral purposes, business or occupation. The Contract shall be governed by Alabama law without regard to its conflict of law provisions. The University does not consent to binding arbitration. Exclusive jurisdiction and venue of any claims which are not barred by immunity, nor required to be filed before the State Board of Adjustment, shall lie in the United States District Court for the Northern District of Alabama, Western Division (Tuscaloosa), or the Circuit Court of Tuscaloosa County, Alabama

5.24 Taxes

Contractor shall bill and collect sales taxes, if applicable, on all services for which Contractor collects revenue from customers. Contractor shall be responsible for its city, state or federal income taxes including any tax burdens or benefits arising from its operations hereunder. This provision shall survive termination of the Agreement.

5.25 Reports and Auditing

The University or the University’s designated representative shall have the right to conduct quality audits of Contractor operations throughout the term of this contract. The results of said quality audit shall be shared with Contractor and used for setting operating and financial goals.

Contractor providing financial services under any Contract shall maintain accurate accounting records for all services provided there under, and shall retain all such records for a period of at least seven (7) years following termination of the Contract. Upon providing a ten (10) calendar day notice and during normal business hours the University, or any of its duly authorized representatives, shall have access to and the right to audit any records or documents pertaining to the Contract. It is expected that a room with a table and chairs along with requested records will be made available to the auditors. The University of Alabama will not be responsible for any expenses you incur as a result of such audit. The University’s audit rights shall extend throughout the term of the Contract and for a period of at least seven (7) years thereafter. Contractor shall submit (if requested) operating statements to the University for each Accounting Period and maintain books and records in accordance with generally accepted accounting principles.

5.26 Termination for Convenience

The University of Alabama, Purchasing Department, reserves the right to terminate the resulting contract without cause with a thirty (30) day written notice. Upon receipt by the Contractor of “notice of termination”, the Contractor shall discontinue all services with respect to the applicable contract. The cost of any agreed upon services provided by the Contractor will be calculated at the agreed upon rate prior to “notice of termination” and a fixed fee contract will be pro-rated (as appropriate).

5.27 Prime Contractor Responsibility

Any contracts that may result from the RFP shall specify that the Contractor or Contractors is (are) solely responsible for fulfillment of the contract with the University.

5.28 Assignment

Contractor(s) shall not assign the contract in whole or in part without the prior written consent of the University. Any attempted assignment shall be void.

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5.29 Premises, Equipment and Maintenance

Premises and Equipment Contractor shall take reasonable and proper care of any Premises and equipment furnished to the Contractor by the University and return them to University at termination of the Agreement.

Any modifications to the existing Premises must receive written authorization from the Assistant Vice President for Construction and be in compliance with all applicable State and Federal codes as well as University policies. Condition of Premises and Equipment Premises and equipment provided by University for Contractor use shall be in good condition and maintained by University to ensure compliance with applicable laws concerning building conditions, sanitation, safety and health (including, without limitation, OSHA regulations). University agrees that any modifications or alterations to the workplace or the Premises (whether structural or non-structural) necessary to comply with any statute or governmental regulation shall be the responsibility of University and shall be at the University's expense. This provision shall survive the termination of this Agreement. Utilities, Sanitation and Janitorial Service The responsibilities of the parties with respect to the usual and customary cleaning and sanitation of the Premises shall be as follows: Contractor’s Responsibilities:

Contractor shall be responsible for housekeeping and sanitation for Premises. When Contractor provide services in non-Premise locations, Contractor shall be responsible for cleanup of service areas. During operating hours, Contractor shall continuously clean area as per standard health sanitation requirements. University's Responsibilities:

University will provide electricity, phone lines, internet service connection to contractors own private provider network, gas, sewer, water, and trash removal for Premises. University will not be held responsible for any disruption of utility services beyond University’s control, including but not limited to, Acts of God, accidents, or repairs. University shall be responsible for housekeeping and sanitation in customer traffic areas and the cleaning of all floors, windows, walls, ceilings, ceiling fixtures, drapes, fixtures, air ducts and hood vent systems (per local ordinance). University shall provide and maintain adequate fire extinguishing equipment for the Premises, and pest control. University shall be responsible for any costs involved in setting up and cleaning the Premises for functions not managed by Contractor. Maintenance of Premises and Equipment University shall provide maintenance personnel and outside maintenance services, parts and supplies required to maintain the Premises and University-owned equipment at the University's expense. Equipment repairs by vendor other than the Contractor require a purchase order, in advance of the repair. Repairs over $15,000 are subject to the State of Alabama bid law. When any maintenance or repair is due to Contractor or Contractor's employee negligence, University shall bill Contractor for the expense.

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5.30 Employees

Personnel Obligations

Each party hereto shall be solely responsible for all personnel actions regarding employees on its respective payroll. Each party shall withhold all applicable federal, state and local employment taxes and payroll insurance with respect to its employees, insurance premiums, contributions to benefit and deferred compensation plans, licensing fees and workers' compensation costs and shall file all required documents and forms. Background checks/drug testing Contractor shall conduct a thorough background check on all employees providing service to the University, which shall include drug testing. Employee Conduct Contractor employees must conduct themselves at all times in a pleasant, courteous manner toward the public, providing excellent customer service. Operations shall be conducted in an orderly and proper manner so as not to annoy, disturb, or be offensive to others. Contractor and its employees will comply with all applicable ethical standards. Contractor Personnel Responsibilities Contractor shall be responsible for the acts of its employees and agents while performing services for The University of Alabama. Accordingly, Contractor agrees to take all necessary measures to prevent injury and loss to persons or property while on the University’s premises. Contractor shall be responsible for all damages to persons or property on and off campus caused solely or partially by the Contractor or any of its agents or employees. The University may choose to repair any damage that it or its employees or agents may cause to the University’s premises or equipment. When the University makes a repair to such damage, the Contractor shall reimburse the University promptly for the cost of the repair. Contractor must provide The University of Alabama with a written procedure on how the Contractor handles personnel complaints. The Contractor’s supervisors upon notification by The University of Alabama will handle any complaint, deemed by The University of Alabama to be of serious nature. Contractor’s supervisors will provide a written response of the outcome of the complaint to The University of Alabama within a reasonable amount of time. The University shall have the right to review and advise Contractor, in writing, regarding the employment and retention of Contractor’s personnel for the implementation of this Agreement. The Contractor acknowledges that it has sufficient personnel to transfer to the University on an as-needed basis to fulfill the obligations of this agreement. Notwithstanding the above, the University may submit written requests to remove or reassign personnel for good cause and Contractor shall comply. As well, Contractor must have standard documented disciplinary procedure.

5.31 Hazardous Materials and OSHA Communication Standards

Contractor shall be responsible for providing Material Safety Data Sheets (MSDS) to the appropriate user(s). Contractor shall retain title and/or ownership and responsibility for hazardous materials delivered in error. Within three working days of notification, Contractor must retrieve hazardous materials that are delivered in error. Contractor is responsible for the safe and legal disposal of all hazardous materials generated in the performance of the Agreement. In addition, Contractor shall be responsible for providing its employees chemical safety training mandated by OSHA Hazard Communication Standard. Contractor shall provide the University with safety/recall updates for any equipment/products provided.

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5.32 Customer Surveys after Contract Award

The University prior to survey administration shall approve all customer survey instruments and collection processes. Survey results shall be shared in writing with the University along with the survey instrument and data collection process. Contractor shall conduct customer surveys at least one time each academic year.

5.33 Advertisement of Service

Contractor will be responsible for advertising products and/or services to the University campus. Advertisement must be reviewed by the University Purchasing Department and approved prior to distribution (paper or electronic). All costs will be at the Contractor’s expense.

5.34 Parking

Contractor’s full-time and part-time staff members will be required to purchase a parking permit. Permits are available through Parking Services located in the Campus Drive Parking Deck, 451 Campus Drive East, Monday – Friday, 8:00 a.m. until 5:00 p.m.

5.35 Patents, Copyrights and Trademarks

Contractor shall protect the University from all damages or liability arising from alleged infringements of patents, copyrights or trademarks.

5.36 University Visual Identity

Contractor must adhere to all University of Alabama Visual Identity Guide. University Visual Guide is maintained by the University Public Relations Department and can be viewed at http://visualid.ua.edu/.

5.37 Internal Campus Supplier License

Any contractor providing products to the University that include a University logo or insignia must obtain an Internal Campus Supplier License from The Collegiate Licensing Company. For information regarding how to obtain an Internal Campus Supplier License, please go to the University of Alabama Licensing Division website: http://www.rolltide.com/licensing/home.html.

5.38 Availability of Funds

All terms and conditions of the contract are contingent upon the availability of funds and the University reserves the right to increase or decrease service as conditions and availability of funds dictate.

5.39 Non-Exclusive Contract

The contract resulting from this RFP is a non-exclusive and contractor acknowledges that nothing in this contract shall prohibit the University from entering into contracts similar to this one for other areas of the University.

5.40 PCI Compliance/Safeguarding Obligations

To the extent the contract which may be awarded by this RFP will allow the Contractor to have access to customer information, as that term is defined in 16 C.F.R. §314.2(b), which is required to be protected under the Gramm-Leach-Bliley Act (15 U.S.C. §6801-6809) as well as credit card information received in the course of business by the University, then the Contractor agrees to comply with and adhere to the terms and provisions described in General Terms and Conditions No. 33 which shall form a material part of the awarded contract. Safeguarding Rules of the Gramm-Leach-Bliley Act may be viewed: http://www.purchasing.ua.edu/purchbidinfo.html Click on: General Terms and Conditions, No. 5.5

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5.41 Insurance

See Appendix - Insurance Requirements The successful Respondent shall provide the University Purchasing Department a certificate of insurance listing the required types of insurance and minimum liabilities specified in the Appendix - Insurance Requirements. The certificate must be received by The University of Alabama Purchasing Department within three (3) days of request and prior to a purchase order or contract being issued. The University reserves the right to terminate any resulting contract, if the Respondent fails to keep these policies in force for the above amounts or for the duration of the contract period. The umbrella policy must be listed on the insurance certificate with an explanation of the coverage.

5.42 FERPA Compliance

The Contractor agrees to the attached FERPA and Privacy Provisions, the terms of which are incorporated herein by reference and are applicable to student records covered under FERPA, including but not limited to information maintained in vendor’s system. All employees and/or contractors of Vendor with access or exposure to student data shall comply with the terms of the FERPA and Privacy Provisions. Vendor agrees to notify UA in a timely manner of security-related risks if discovered in its software, of interim remediation, and of timely patches. See APPENDIX – FERPA AND PRIVACY PROVISIONS

5.43 HIPAA Compliance

To the extent, Contractor has indicated that its products support various types of encryption for a variety of different scheme, protocols and implementations, Contractor represents and warrants that such encryption meets the specifications outlined by the HITECH Act and implementing regulations for encryption of PHI that would meet legal requirements to alleviate the need for UA, if it utilized such encryption, to provide breach notification pursuant to HIPAA breach notification regulations. The parties agree to the terms of the attached Business Associate Agreement, the terms of which are incorporated herein by reference and are applicable to PHI covered under HIPAA and maintained in any system related to this RFP. All employees and/or contractors of Vendor with access or exposure to UA data shall comply with the terms of said Business Associate Agreement including required training. Vendor agrees to notify UA in a timely manner of security-related risks discovered in its software, of interim remediation, and of timely patches. See Appendix – Business Associate Agreement

5.44 Non-disclosure Agreement

The successful contractor will be required to sign a non-disclosure agreement (to be completed after award of RFP). See Appendix – Non Disclosure Agreement

5.45 State Of Alabama Immigration Law Compliance

Contractor must provide written certification they are in compliance with Section 9 of the Immigration Law (Act 2011-535) by submitting 1) the Certification of Compliance or 2) successful bidder’s one-page E-verify Employment Eligibility Verification form.

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6.0 PROPOSAL FORMAT AND CONTENT

6.1 Proposal Information and Criteria

The following list specifies the items to be addressed in the proposal. Respondents should read it carefully and address it completely and in the order listed to facilitate the University’s review of the proposal. Proposals shall be organized into the sections identified below. The content of each section is detailed in the following pages. It is strongly suggested that Respondents use the same numbers for the following content as are used in the RFP.

Signed Authentication of Proposal and Statement of Non-Collusion and Non-Conflict of Interest Form. Transmittal Letter Executive Summary and Proposal Overview Criteria 1 – Respondent Qualifications Criteria 2 – Services Defined Criteria 3 – Financial Proposal Criteria 4 – Other Additional Information Criteria 5 – Attachments to be included with proposal Appendix – Certification of Compliance with Immigration Law Appendix – E-Verify Appendix – Disclosure Statement

Please note: All Appendices require a response as specified in each. All Attachments are for informational purposes only.

6.2 Signed Authentication of Proposal and Statements of Non-Collusion and Non- Conflict of Interest Form

Respondent shall sign and return the proposal cover sheet and print or type her/his name, firm, address, telephone number and date. The person signing the offer must initial erasures or other changes. An offer signed by an agent is to be accompanied by evidence of his/her authority unless such evidence has been previously furnished to the Purchasing Department. The signer shall further certify that the proposal is made without collusion with any other person, persons, company or parties submitting a proposal; that it is in all respects fair and in good faith without collusion or fraud, and that, the signer is authorized to bind the principal Respondent.

6.3 Transmittal Letter

The Transmittal Letter accompanying the RFP shall be in the form of a standard business letter and shall be signed by an individual authorized to legally bind the Respondent. It shall include: 1. A statement referencing all addenda and written questions, the answers and any clarifications to this RFP

issued by the University and received by the Respondent. If no addenda have been received, a statement to that effect should be included.

2. A statement that the Respondent’s proposal shall remain valid for six (6) months after the closing date of

the receipt of the proposals. 3. A statement that the Respondent will accept financial responsibility for all travel expenses incurred for oral

presentations (if required) and candidate interviews. 4. A statement that summarizes any deviations or exceptions to the RFP requirements and includes a detailed

justification for the deviation or exception. 5. A statement that identifies the Confidential Information such as Financial Statements 6. A statement of compliance with all requirements of the RFP specifications Note: Respondents shall not submit your standard terms and conditions as exceptions to the RFP Terms and Conditions. Each exception to a University term and condition shall be individually addressed.

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6.4 Executive Summary and Proposal Overview

The Executive Summary and Proposal Overview shall condense and highlight the contents of the technical proposal in such a way as a broad understanding of the entire proposal.

6.5 Criteria 1 - Respondent Qualifications

The purpose of the Respondent Qualifications section is to determine the ability of the Respondent to perform the requirements of this Request for Proposal. Respondents must describe and offer evidence of their ability to meet each of the qualifications listed below.

1. Respondent must provide, in writing, a statement that the Respondent has been regularly and

continually engaged in business for a minimum three (3) years engaging in furnishing, delivering, servicing, repairing and installing, equipment, goods, or services required in this Solicitation.

2. In lieu of the minimum number of years in business, a performance bond may be submitted in the

amount of one hundred (100 %) percent of the Contract price, if required. This bond will be used to secure the completion of the project should the successful Respondent default for any reason. Each Respondent required to provide a bond, shall submit a letter from a bonding agent licensed to do business in the State of Alabama stating that if the bidding company is the successful Respondent, said bonding agent will furnish a 100% performance and payment bond covering and including products and service for the duration of the Contract period. Said bond shall be subject to the approval and acceptance of The University of Alabama. The bond must be furnished to the University Purchasing Department within forty-eight (48) hours after receipt of the purchase order. The premium of the bond shall be paid by the successful Respondent. Failure to provide the bond letter or bond may eliminate your bid from consideration in the bid award.

3. Respondent’s proposal shall provide evidence of technical experience, facilities, organization, and

support staff that will be assigned to the University to provide the products and services outlined within the RFP specifications.

4. Respondent shall provide a statement that they are the manufacturer for any of the products/services

proposed. 5. Respondent shall provide the company’s legal name, corporate officers, national and regional office

addresses, phone and fax numbers. 6. Respondent shall provide information related to Respondent’s size and financial stability. 7. Respondent shall provide a brief history of the company and any affiliation that you have with other

companies including industry strategic and/or certified partnerships and the nature and duration of each relationship, any specific restructuring, mergers or corporate name changes within the last three years.

8. Respondent shall describe any current public lawsuits, legal actions or governmental investigations

including, but not limited to, parties of dispute, and equipment affected, cause of action, jurisdiction and date of legal complaint. Include in this section any loss of licensing or certification your firm or its personnel have experienced in the past five (5) years.

6.6 Criteria 2 – Product/Services Defined

Respondents are expected to review product and service requirements in Section 4.0 and describe in detail how Respondent will fulfill these requirements including, but not limited to products and services to be provided and personnel to be assigned to the University. Respondent must meet or exceed all the required specifications in section 4.0 to be considered in the RFP award process.

1. Respondent Compliance

Proposals will be considered only from companies that can prove to the University that they are capable of fulfilling the requirements of the RFP. The burden is on each respondent to submit proof of its qualifications and the quality of the product and services that it is offering if its proposal is to be considered by the University.

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The requirements should be answered in the order in which they are listed and followed by the responses to the questions listed below. References to websites, URLs, or documents not included in the Proposal are not acceptable responses. Any additional detail or information you wish to be included, which is not required should be included in Additional Information.

2. Products and Services

Respondents shall include with the proposal a detailed description of the following items. The information provided for each item will be evaluated by the University and will be a consideration in the award of the contract: a. Provide a listing of the entire product line offered by the respondent. In addition, as new products

become available add the new products to the resulting contract. b. Provide pricing for all product, supplies and accessories carried in a respondent’s catalog(s), price

book(s) or otherwise available by special order as part of this solicitation. c. Submit proposed discounts for all products included in the response to this RFP. Discounts can

vary based on the product line or even within a product line, but should be as complete and comprehensive as possible. The discount program should be easy to understand by the end users of the resulting contract. All discounts must be held firm for the entire term of the Agreement, including any renewals.

d. Prices for the resulting agreement shall be discount off current retail or wholesale prices for the

items at the time the purchase is made. Respondent shall be required to offer any special product promotions made available to the general public. If items on promotion have a lower net price than what is available through this contract, the Respondent shall offer the lower of the two prices for the items to the University departments.

e. Discounts for large orders may be proposed. Please provide your definition of a large order to qualify

for any additional discounts. Please indicate the large order additional discount percentage or percentages.

f. Manufacturers must list all, a minimum of two, Authorized Dealers for the State of Alabama capable

of servicing and meeting the requirements of this request for bid. The following information must be included for all Assisting Dealers, company name, contact name, address, email address, phone number and if applicable fax number. List on Assisting Dealer Attachment and respondents may make copies of this attachment for multiple Assisting Dealers.

6.7 Criteria 3 – Financial Proposal

1. The Financial Summary shall contain complete financial offer made to the University fully describing all aspects of the proposal. Describe in detail the financial proposal you are offering the University for the Products and Services to be provided in Section 4.0. All costs associated with the RFP for which the University is responsible must be included.

2. Manufacturers are required to complete the Manufacturer Pricing Attachment. Respondents may make copies of this attachment for multiple manufacturer discounts.

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6.8 Criteria 4- Other Additional Information

1. Please provide any additional information that the Respondent feels should be considered when evaluating their proposal.

2. Respondent may present any creative approaches that might be appropriate. The Respondent may also provide supporting documentation that would be pertinent to this RFP.

3. Awarded Manufacturer may offer each purchasing department a rebate for all sales made under this contract. Each Manufacturer shall state the rebate offered in “Manufacturers Pricing Attachment”. The total rebate would be paid to each campus Purchasing Department annually and will represent a single, one-time payment for all sales made in the prior year. This rebate shall not be listed as a separate cost on invoices. Along with the rebate, the awarded manufacturer(s) will be required to provide the purchasing department with a summary report listing sales made during the prior calendar year to include the Assisting Dealer, sales amount, and rebate amount. This report should be sent electronically. All payments would be due at time of contract renewal.

6.9 Criteria 5 – Attachments Included with Response

Certificate of PCI Compliance ( if you are collecting credit card payments for the University from

individuals that are paying the University) Certificate of Compliance or E-Verify document Disclosure Statement Manufacturer Pricing Attachment Furniture Assisting Dealer Attachment

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7.0 PROPOSAL EVALUATION PROCESS AND AWARD

7.1 Proposal Evaluation Criteria

The criteria to be used for evaluating proposals include, but are not limited to the following. Each of these criteria is addressed elsewhere in the RFP document and shall be addressed under the relative RFP specification number. All proposals should be complete to be considered responsive. If the proposal fails to conform to the requirements of the RFP, the University will determine whether the variance is significant enough to consider the proposal.

Proposal preparation, compliance with steps and procedures utilized in the completion and submission

of the proposal

Qualifications, experience, references and past performance of Respondent as determined by Respondent’s background information and references.

Ability to meet specifications as described herein, compliance with terms and conditions. Responses to questions found throughout the RFP Order placement, timely delivery, installation or completion by Contractor or having product in stock

for pick up by the University. Breadth and quality of Products/ Services, warranties, workmanship, services and maintenance Pricing

proposal which provides, additional financial considerations, increased discounts, lower overall costs and terms of proposal financial stability

Added Value/Incentives and Services Oral Presentation/ Demonstration, if requested Other information as deemed relevant by the University

7.2 Evaluation Process

The University intends to award this contract to the Respondent submitting the best overall proposal based on an evaluation of all qualified proposal responses. Enhancements to the minimum requirements will be considered. Respondent bears sole responsibility for the items included or not included in the response submitted. Exceptions to the terms and specifications contained within this request may result in disqualification. If required, Proposers will be selected for detailed review and evaluation, including oral presentation. The University reserves the right to be the sole judge as to the overall acceptability of any proposal and compliance with the specifications/ requirements of this RFP. The University shall make such investigation, as it deems necessary to determine the ability of the Respondent to provide the specified service, equipment and/or perform the requirements of this contract in an excellent manner. The University of Alabama reserves the right to accept in whole or in part the proposal or reject any or all proposal responses received as a result of this Request for Proposal and to waive any informalities in the evaluation award process, whichever it deems, in its sole discretion, to be in the best interest of the University.

A waiver of a requirement is at the University’s option and if granted, will be granted to all Respondents. Additionally, the changing of any specification within this RFP will be provided to all Respondents equally.

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Any award made based on responses to this Request for Proposal is contingent upon available funding. Any contract(s) resulting from this Request for Proposal will be awarded in writing to responsive and responsible Respondent(s) whose proposal, in the opinion of the evaluation team, offers the greatest benefit to the University.

7.3 Competitive Negotiation

After all qualified proposals that are submitted have been evaluated, the University will negotiate with the Respondent(s) that the University feels has provided the most attractive proposal(s). All Respondents should note the University reserves the right to request necessary modifications, accept or reject any or all proposals submitted and to make a contract award to the Respondent that the University determines, in its sole discretion, has provided the proposal that best meets the University’s needs. The University also reserves the right to waive informalities in the proposal’s evaluation process. All responders should review carefully the RFP requirements and develop a proposal that, at a minimum, meets the expectations outlined herein. Respondent(s) selected to participate in negotiations may be given an opportunity to submit a Best and Final offer to the Purchasing Department. All information-received prior to the cut-off time will be considered part of the Respondent’s Best and Final offer. The University also reserves the right to waive minor technicalities or irregularities in proposals providing such action is in the best interest of the University. Such waiver shall in no way modify the RFP requirements or excuse the Respondent from full compliance with the RFP specifications and other contract requirements if the Respondent is awarded the contract.

7.4 Appearance Before Committee

Any, all or no Respondents may be requested to appear before the evaluation committee to explain their proposal and/or to respond to questions from the committee concerning the proposal. Respondent(s) are prohibited from electronically recording these meetings. The committee reserves the right to request additional information.

7.5 Acceptance or Rejection and Award of Proposal

The University reserves the right to accept or reject any or all proposals, or part of proposals, to waive any informalities, technicalities, clarify any ambiguities in proposals, and unless otherwise specified to accept any item in the proposal. In case of error in extension of prices or other errors in calculation, the unit price shall govern.

7.6 Additions, Deletions or Contract Changes

The University reserves the right to add, delete, or change related items or services to the contract established from this Request for Proposal. No modification or change of any provision in the resulting contract shall be made, unless such modification is mutually agreed to in writing by the Contractor and the Director of Purchasing, and incorporated as a written modification to the contract. Memoranda of understanding and correspondence shall not be interpreted as a modification to the contract.

7.7 Rejection

Grounds for the rejection of proposals include, but shall not be limited to:

1. Failure of a proposal to conform to the essential requirements of the Request for Proposal.

2. Imposition of conditions that would significantly modify the terms and conditions of the solicitation or

limit the Respondent’s liability to the University on the contract awarded on the basis of such solicitation.

3. Receipt of proposal received after the closing date and time specified in the RFP.

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Manufacturer Pricing Attachment (Please Type or Print clearly) Manufacturer Name: _______________________________________________________________ Percentage off Manufacturer published Price: ___________________________________________% Percentage of Rebate from spend: ___________________________________________________% Restocking Fee: __________________% of purchase price (not to exceed 20%) Legal Name of Company: _________________________________________________________ Person Responsible for administering the contract: Name: ______________________________________________________ Street Address: _______________________________________________ City, State, Zip: _______________________________________________ E-mail:_______________________________________________________ Phone Number: _______________________________________________ Fax Number: _________________________________________________

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Furniture Assisting Dealer Information Attachment

Company Name: _________________________________________________________________ Contact Name: ___________________________________________________________________ Address: ________________________________________________________________________ Contact Email: ___________________________________________________________________ Contact Phone Number: ____________________________________________________________ Company Name: _________________________________________________________________ Contact Name: ___________________________________________________________________ Address: ________________________________________________________________________ Contact Email: ___________________________________________________________________ Contact Phone Number: ____________________________________________________________ Company Name: _________________________________________________________________ Contact Name: ___________________________________________________________________ Address: ________________________________________________________________________ Contact Email: ___________________________________________________________________ Contact Phone Number: ____________________________________________________________ Company Name: _________________________________________________________________ Contact Name: ___________________________________________________________________ Address: ________________________________________________________________________ Contact Email: ___________________________________________________________________ Contact Phone Number: ____________________________________________________________ Company Name: _________________________________________________________________ Contact Name: ___________________________________________________________________ Address: ________________________________________________________________________ Contact Email: ___________________________________________________________________ Contact Phone Number: ____________________________________________________________ ****Please make copies as needed to list all Furniture Assisting Dealer Information.

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Exhibit 1: Supplemental Assisting Dealer Requirements

In this contract, The University of Alabama is requesting responses for the Delivery and Installation of Furniture on behalf of University of Alabama System. Manufacturers shall be required to provide the System with a discount for their product to be delivered and installed. Manufacturers shall provide a list of all, minimum two, Assisting Dealers within the State of Alabama that can provide each system member with the following but not limited to; delivery, installation, design services, warranty service and disassembling/ reassembling furniture under warranty for relocation. This discount must be provided in the form of a percentage off the manufacturer’s list price. All quotes will be produced by the manufacturer’s Assisting Dealer(s). The purchase order or purchasing card order and payments will also be made to the manufacturer’s Assisting Dealer(s). Each System Member utilizes a purchasing card (Pcard) program as a method of payment. The University assumes that all Assisting Dealers will accept each University’s purchasing card as a method of payment. No additional charges may be added for acceptance of the Pcard.

1. All Assisting Dealers must provide design services at no additional cost.

2. All Warranty repairs by Assisting Dealers are expected to be made within six (6) weeks if new parts are required.

3. All Assisting Dealers must provide e-verify, Certificate of Insurance, Non-Disclosure and Disclosure Statement to each System Member that you will be providing product and service.

4. All Assisting Dealers would be responsible for final cleaning of all the furniture items installed by their crew. All

protective materials shall be removed, all surfaces cleaned of dirt, smears, fingerprints, etc. All items are to be prepared for final acceptance by each campus representative.

5. All Assisting Dealer(s) listed must be authorized to make warranty repairs or otherwise to the manufacturer that they are listed, regardless of the Assisting Dealer who processed the original order.

6. The purchase order or pcard order and payments will be made to the Assisting Dealer(s). Each University utilizes a procurement card (Pcard) program as a method of payment. The University assumes that all Assisting Dealers will accept each University’s procurement card as a method of payment. No additional charges may be added for acceptance of the Pcard.

7. Assisting Dealers shall not use photographs, video, drawings or any other visual representation of the work for the commercial promotion of the Assisting Dealer’s business without the prior written permission of the University. This includes, but is not limited to, print and video advertisements, use at trade shows, submissions to professional organizations, and photographs or write ups on Assisting Dealer web site. This provision shall also be binding on any of the Assisting Dealer subcontractor. Assisting Dealer shall require its subcontractor to agree to be bound by its terms.

Requirements also include the following specifications from each of the following University as attached in Exhibit 2-4.

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Exhibit 2: The University of Alabama

Working With the Furnishings & Design Department: The Furnishings and Design (F&D) department within the University is responsible for the interior design of the campus. This department’s responsibilities include managing the furniture design, specification, procurement, and installation on campus for suites, offices, or entire facilities. As such, constant communication between the F&D designers and the successful vendor is required. Assisting Dealers may assist departments with a ‘one’ item purchase (for example – one file cabinet or bookcase), however, it is the vendor’s responsibility to let the F & D department know if the project scope grows to multiple pieces or an office of furniture. At that point, a designer would need to oversee the process. General Guidelines for Assisting Dealers:

Response to phone calls and emails should be made within 24-48 hours. Based on the total volume or needs of a specific project, weekly, bi-weekly, or monthly meeting with the F& D

Department at the University of Alabama may be requested. Assisting Dealers must fill out a spreadsheet to track the open P.O.s and Procurement Card orders issued to the

University. This document is known as the UA Furniture Log. Each Assisting Dealer should submit this document weekly to the Furnishings and Design Office Associate II by the close of business on Tuesdays. Installations must be listed on the log two weeks prior to the set installation date. Within a week of updating the installation date on the furniture log, design personnel will confirm installation in writing. Any changes to a scheduled installation must be communicated at least 48 hours prior.

The University of Alabama’s No Smoking Policy is strictly enforced. This includes any/all tobacco products. Due to the nature of some projects, The University of Alabama reserves the right to require additional limits of

liability coverage. Parking fees are the responsibility of the Assisting Dealer. Please refer to the Parking website for parking

fees: http://bamaparking.ua.edu. o Particular attention should be also paid to pedestrian traffic and routing of such traffic during the duration of

a project. o Notification to Emergency Vehicles (Police, Fire, Rescue, Ambulance, etc.) shall be contractor’s

responsibility. It is the Assisting Dealer’s responsibility to schedule semi-annual visits to review progress and issues. The

University reserves the right to call a meeting to discuss issues that that require immediate action; however, the Assisting Dealer should not assume there are no issues if they do not receive a meeting request. Please contact the Director of Furnishings and Design to set up these semi-annual meetings.

Quoting:

The turnaround time for Quote/Drawings is a minimum 24 hours, maximum 7 days based on size, scope of work, and nature of product as required.

The first line of the quote must reference the contract the items are being purchased from.

The Assisting Dealer should only quote the manufacturer(s) product they are authorized to sell to the University per the awarded contract.

On all quotes, the manufacturer, list price and discount MUST be listed or the order will not be processed. Assisting Dealer’s should list project information on each quote for identification purposes. The information deemed

necessary includes the building name(s), room numbers(s), the person for whom the furniture is purchased, and the F&D project number if applicable. Please note that the person who ordered the furniture is not always the person for whom the furniture is purchased.

In addition to line item quotes, Assisting Dealers should provide 80/20 split quotes on proposals with more than 10 lines and/or a total purchase price greater than $30,000. 80/20 split quotes are two line quotes which reflect 80% of the total purchase value on one line and 20% of the total purchase value on the other. Each line should reference manufacturers referenced on the quote and the line item numbers that make up the percentage total. For example: “80% of Total Manufacturer(s) Product for Building Name. Lines 1-20 on Proposal” 80/20 splits may be requested outside the guidelines stated above, and should be provided in a timely manner.

If quoting labor, please include the following information: Manufacturer of Furniture, Office Location (building and room) and a brief description of work.

If quoting disassembly and assembly of furniture and the furniture is assembled in a new location, please include the following: Manufacturer of Furniture, Office Location of disassembly (building and room) and Office Location of assembly (building and room).

In order track volume discounts on orders, the Assisting Dealers must break out the costs of COM used on furniture items. This will show a discount percentage on the furniture which matches the UA discount on the standing contract, and will show the cost of the fabric and freight for the COM separately. An example is shown below for clarity:

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Assisting Dealers are responsible for verifying all sight conditions (size of elevator cab, entry door width, stairwell

dimensions, substrate type, etc.) and /or all critical dimensions. Assisting Dealer should work with the designer to set up a time to visit the location.

Any volume discounts should be reflected on the original quotes provided to UA personnel. Samples:

It is the expectation that Assisting Dealers will be able to provide samples of furniture on an as-needed basis. Upon request, Assisting Dealer’s should also be able to provide two task chairs samples to the chair lab at no

charge to the University. Samples for the chair lab should be identical in style and finishes selected. The University’s standard for chair lab samples is an all-black chair. Upon request of the sample the features required will be communicated.

Installations:

Any changes to a scheduled installation must be communicated at least 48 hours prior. The Assisting Dealer’s personnel must arrive prepared with the appropriate furniture plans and specifications having

a working knowledge of the installation area. Additionally, they should be prepared with directions to building without having to call UA personnel to help navigate them to the specific building on campus.

Delivery information should list the building name(s), room(s), and the person for whom the furniture was ordered. All personnel should have on a shirt with the vendor name as well as a picture ID badge. This includes installations

where a subcontractor is used. Failure to have badge could result in being asked to leave the site until the requirement is fulfilled. Additionally, the University will not allow installers back on campus if complaints are received regarding any actions towards a UA student, staff member or faculty.

Every effort should be made to provide a complete initial installation as scheduled on the furniture log. Assisting Dealer shall make any necessary ‘adjustments’ and clean the furniture (e.g. wipe it down) as well as vacuum any debris prior to leaving the initial installation.

Assisting Dealers will be responsible for removal and disposal of all other trash on a daily basis. For larger renovations or new construction, the designer will work with recycling services on campus to locate a recycling container for use during the installation. Assisting Dealers will take the cardboard and plastic to the container daily.

Installers shall leave appropriate furniture tags and operational manuals in the center drawer of the desk or the top drawer of the pedestal. All other tags should be removed and disposed of by the Assisting Dealer. However, Labels required for warranty claims should NOT be removed. These labels should be placed in an area that is easily accessible after the furniture is installed (i.e. under work surfaces, inside desk drawers) without requiring the end user to move the furniture to find the information.

Not all buildings on campus are equipped with elevators or loading docks. The successful vendors shall not charge any additional fees to install furniture in these locations. It is the responsibility of the successful vendor to inspect all installation sites prior to the installation date.

Unless arranged otherwise, all installations/deliveries shall be done during the University’s normal workday period. Trucks can drive on campus Monday – Friday 8:15 am – 4:30 pm. NOTE: If installation is required outside of normal business hours, arrangements must be made with UA security prior to day of. Successful vendors are to coordinate with the UA designer in such situations.

Punch Lists:

Within 24 hours of installation, the designer will visit the site and prepare the punch list of items to be corrected by the vendor and/or the University’s facilities department. This information will be forwarded to the Assisting Dealer within 48 hours of the initial installation.

An adjustment punch item must be completed within 3 business days. For our purposes, adjustment punch shall be defined as an item to be correct that does not require the successful vendor to order additional parts.

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Punch items that require ordering and receiving parts must be completed within 3 calendar weeks of receipt of the punch list.

Assisting Dealers are responsible to cover the cost of any damages to interior finishes made during furniture installations. UA’s facilities department will perform any repairs, and F&D will submit invoices to vendors for the actual cost of the repairs. These repairs will not be made until the vendor is notified of the damages and is provided an estimate of the cost of repair. Payments for repairs should be issued via paper check in order to make sure the correct party is credited. Credit memos should not be issued for F&D invoices issued for repair cost. Paper checks to recoup the cost of damages should be mailed to the Manager of Business Processes for Furnishings and Design.

Maintaining Previously Purchased Furniture:

Assisting Dealers are responsible for working with F&D in order to make repairs to furniture previously purchase which is covered under the contract.

For items covered under manufacturer’s warranty, expectation is that repairs be made within 6 weeks of the initial contact if new parts are required. If receipt of parts prolongs this time frame, it is UA’s expectation that repairs covered under warranties should be made within 2 weeks of the vendor’s receipt of parts.

For items not covered under warranty, it is the University’s expectation that the Assisting Dealers provide quotes for parts and/or labor at the discount for that manufacturer supplied within 1 week of initial contact. Again, it is expected that repairs be made within 2 weeks of the vendor’s receipt of parts for repair.

If no parts are needed for repairs, it is our expectation that the vendor put the repair on their schedule as soon as time allows, but no longer than 3 weeks from the initial contact.

Repairs requested by UA furnishings should be listed on the furniture log, even if new parts are not required for making the repairs.

Invoicing / Receipts:

Invoices for P.O. orders should be sent directly to UA Accounts Payable department at one of the following locations: EMAIL: [email protected]; MAILING ADDRESS: Box 870137, Tuscaloosa, AL 35487.

Invoices for Pcard orders should be sent to the card holder that placed the order. All Invoices should reference the UA purchase order number or Pcard holder, in order to ensure timely payments to

the vendor. Invoices should be sent to UA after substantial completion of the installation of products. It is against UA policy to

pay for product before it is installed. Vendors are asked to send two invoices on 80/20 split orders: one invoice to match the 80% product line and one to

match the 20% product line. Vendors are asked to send one invoice on any order for orders that do not have an 80/20 split. Receipts for Pcard transactions should be sent to the Pcard holder within 48 hours of the Pcard being billed for

services. If this deadline is not reached and UA personnel must contact the vendor to provide a receipt, vendors should provide the documentation requested within 24 hours of initial contact.

Receipts should be itemized and contain the following information: the building name(s), room numbers(s), the person for whom the furniture is purchased, and the F&D project number if applicable. Please note that the person who ordered the furniture is not always the person for whom the furniture is purchased.

Payments: For orders containing an 80/20 split, 80% of the PO total will be released for payment upon substantial completion of

the installation. The 20% balance of the PO will be paid after requested punch list items have been corrected. If no punch list items are noted at the installation, 100% of the PO total will be released for payment after installation.

For orders without an 80/20 split, the PO will be released for payment after substantial completion AND correction of any punch list items noted after the original installation. Again, if no punch list items are noted at the time of installation, 100% of the PO total will be released for payment after installation.

Questions on payment status on F&D orders should be directly to the Manager of Business Processes for Furnishings and Design.

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Exhibit 3: The University of Alabama at Birmingham:

University of Alabama at Birmingham:

UAB Hospital and Health System facilities policy: All furniture purchases must be reviewed and approved by the UAB Hospital Facilities Interior Designer prior to submission to the end user. This policy will ensure compliance of finishes in accordance with UAB Hospital Facilities standard for design, aesthetic and code compliance. Working with UAB Planning, Design and Construction Department: The Planning, Design and Construction Department (PD&C) at UAB is responsible for the architecture, engineering, interior design and construction of the campus. This department’s responsibilities include managing the furniture design, specification and installation on campus for all facilities. As such, constant communication between the PD&C Project Managers/Interior Designers and the Assisting Dealer is required. It is the vendor’s responsibility to let the appropriate PD&C team project manager/ interior designer know if the project scope meets or exceeds $50,000. At that point, an Interior Designer/Project Manager would need to oversee the process. General Guidelines for Assisting Dealers:

Response to phone calls and emails should be made within 24-48 hours. The turnaround time for acknowledgement of any warranty issues will be 72 hours. Based on the total volume or needs of a specific project, weekly, bi-weekly, or monthly meeting with the PD&C

Department at UAB may be requested. Assisting Dealers must provide a spreadsheet to track the open P.O.s issued by the University for projects being

handled by PD&C. This document is known as the UAB Furniture Log. Each Assisting Dealer should submit this document weekly to the PD&C Interior Designer/Project Manager assigned to the project, by the close of business on Tuesdays. Installations must be listed on the log two weeks prior to the set installation date. Within a week of updating the installation date on the furniture log, design personnel will confirm installation in writing. Any changes to a scheduled installation must be communicated at least 48 hours prior.

UAB’s No Smoking Policy is strictly enforced. This includes any/all tobacco products. Due to the nature of some projects, The University of Alabama reserves the right to require additional limits of

liability coverage. Parking fees are the responsibility of the Assisting Dealer. Please refer to the Parking website for parking fees:

https://www.uab.edu/parking/

Particular attention should be also paid to pedestrian traffic and routing of such traffic during the duration of a project.

Notification to Emergency Vehicles (Police, Fire, Rescue, Ambulance, etc.) shall be contractor’s responsibility. Quoting:

The turnaround time for Quote/Drawings for PD&C projects is a minimum 24 hours, maximum 7 days based on size, scope of work, and nature of product as required.

The first line of the quote must reference the contract the items are being purchased from. The Assisting Dealer should only quote the manufacturer(s) product they are authorized to sell to the University per

the awarded contract. On all quotes, the manufacturer, list price and discount MUST be listed or the order will not be processed. Assisting Dealer’s should list project information on each page of the quote for identification purposes. The

information deemed necessary includes the building name(s), room numbers(s), the person for whom the furniture is purchased, and the project number if applicable. Please note that the person who ordered the furniture is not always the person for whom the furniture is purchased. If quoting labor, please include the following information: Manufacturer of Furniture, Office Location (building and room) and a brief description of work.

If quoting disassembly and assembly of furniture and the furniture is assembled in a new location, please include the following: Manufacturer of Furniture, Office Location of disassembly (building and room) and Office Location of assembly (building and room).

In order to track volume discounts on orders, the Assisting Dealers must break out the costs of COM used on

furniture items. This will show a discount percentage on the furniture which matches the UA discount on the standing contract, and will show the cost of the fabric and freight for the COM separately.

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Assisting Dealers are responsible for verifying all site conditions (size of elevator cab, entry door width, stairwell dimensions, substrate type, etc.) and /or all critical dimensions. Assisting Dealer should work with the department contact or the designer to set up a time to visit the location.

Any volume discounts should be reflected on the original quotes provided to UAB personnel.

Installations: Any changes to a scheduled installation for a PD&C projects or direct department project must be communicated at

least 48 hours prior.

The Assisting Dealer’s personnel must arrive prepared with the appropriate furniture plans and specifications having a working knowledge of the installation area. Additionally, they should be prepared with directions to building without having to call UAB personnel to help navigate them to the specific building on campus.

Delivery information should list the building name(s), room(s), and the person for whom the furniture was ordered.

All personnel should have on a shirt with the vendor name as well as a picture ID badge. This includes installations

where a subcontractor is used. Failure to have badge could result in being asked to leave the site until the requirement is fulfilled. Additionally, the University will not allow installers back on campus if complaints are received regarding any actions towards a UAB student, staff member or faculty.

Every effort should be made to provide a complete initial installation as scheduled on the furniture log.

Assisting Dealer shall make any necessary ‘adjustments’ and clean the furniture (e.g. wipe it down) as well as vacuum any debris prior to leaving the initial installation.

Assisting Dealers will be responsible for removal and disposal of all other trash on a daily basis. For larger

renovations or new construction, the designer will work with recycling services on campus to locate a recycling container for use during the installation. Assisting Dealers will take the cardboard and plastic to the container daily.

Installers shall leave appropriate furniture tags and operational manuals in the center drawer of the desk or the top

drawer of the pedestal. All other tags should be removed and disposed of by the Assisting Dealer. However, labels required for warranty claims should NOT be removed. These labels should be placed in an area that is easily accessible after the furniture is installed (i.e. under work surfaces, inside desk drawers) without requiring the end user to move the furniture to find the information.

Not all buildings on campus are equipped with elevators or loading docks. The Assisting Dealer shall not charge any

additional fees to install furniture in these locations. It is the responsibility of the Assisting Dealer to inspect all installation sites prior to the installation date.

Unless arranged otherwise, all installations/deliveries shall be done during the University’s normal workday period.

Trucks can drive on campus Monday – Friday 8:15 am – 4:30 pm. NOTE: If installation is required outside of normal business hours, arrangements must be made with the UAB Planning, Design and Construction Project Manager/Interior Designer assigned to the building and UAB security prior to the day of.

If the University is unable to allow the installation to begin at the time indicated by the successful Bidder, the Bidder agrees to store all items for a period of Ninety (90) days after the specified installation date at no additional charge to the University.

The Assisting Dealer will be required to pay the University for cleaning flooring where installation is conducted, if the Assisting Dealer soils or scuffs flooring during installation.

Debris cannot be placed in any on-site dumpster. It must be removed by the installing Assisting Dealer and taken off-site.

All products that require hard wire electrical connections must be UL listed, and comply with all state, county and city

building codes. This must be coordinated win the Interior Designers/ Project Mangers in PD&C.

All Assisting Dealers must check with the city of Birmingham for any permit requirements prior to order entry. Liquidated Damages will be determined based on the financial impact included by the delays in the product installation.

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Punch Lists: Within 24 hours of installation, the designer will visit the site and prepare the punch list of items to be corrected by

the vendor and/or the University’s facilities department. This information will be forwarded to the Assisting Dealer within 48 hours of the initial installation.

An adjustment punch item must be completed within 3 business days. For our purposes, adjustment punch shall be

defined as an item to be correct that does not require the successful vendor to order additional parts.

Punch items that require ordering and receiving parts must be completed within 3 calendar weeks of receipt of the punch list.

Assisting Dealers are responsible to cover the cost of any damages to interior finishes made during furniture installations. UAB’s facilities department, or outside General Contractor or sub-contractor will perform any repairs, and PD&C will submit invoices to vendors for the actual cost of the repairs. These repairs will not be made until the vendor is notified of the damages and is provided an estimate of the cost of repair. Payments for repairs should be issued via paper check in order to make sure the correct party is credited. Credit memos should not be issued for invoices issued for repair cost. Paper checks to recoup the cost of damages should be mailed to the University Purchasing Department.

Maintaining Previously Purchased Furniture:

Assisting Dealers are responsible for working with PD&C in order to make repairs to furniture previously purchased which is covered under the contract.

For items covered under manufacturer’s warranty, expectation is that repairs be made within 6 weeks of the initial

contact if new parts are required. If receipt of parts prolongs this time frame, it is UAB’s expectation that repairs covered under warranties should be made within 2 weeks of the vendor’s receipt of parts.

For items not covered under warranty, it is the University’s expectation that the Assisting Dealers provide quotes for

parts and/or labor at the discount for that manufacturer supplied within 1 week of initial contact. Again, it is expected that repairs be made within 2 weeks of the vendor’s receipt of parts for repair.

If no parts are needed for repairs, it is our expectation that the vendor put the repair on their schedule as soon as

time allows, but no longer than 3 weeks from the initial contact. Repairs requested by UAB furnishings should be listed on the furniture log, even if new parts are not required for

making the repairs. Small Disadvantaged Business: UAB is committed to its efforts to ensure the opportunity for participation of small, disadvantaged businesses in the procurement of goods and services. The University is required to report purchases under government contracts. Assisting Dealers may be required to provide detailed reports of all minorities, women-owned and other small disadvantaged business participation in the award of this contract. Traffic Control:

Particular attention also paid to pedestrian traffic and routing of such during project. Notification to Emergency Vehicles (Police, Fire, Rescue, Ambulance, etc.) shall be contractor’s responsibility.

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Exhibit 4: The University of Alabama in Huntsville:

UAH: 8am-5pm unless scheduled in advance. Traffic Control:

Particular attention also paid to pedestrian traffic and routing of such during project. Notification to Emergency Vehicles (Police, Fire, Rescue, Ambulance, etc.) shall be contractor’s responsibility.

Parking fees are the responsibility of the Assisting Dealer. Please refer to the Parking website for parking fees: http://police.uah.edu/forms.php As per project specifications, coordinate all construction with The University of Alabama in Huntsville’s requesting department or Project manager.

Unless otherwise directed by The University, all installations/deliveries shall be done during the University’s normal workday period: Monday through Friday, 8:00 a.m. – 5:00 p.m. cst.

Debris cannot be placed in any on-site dumpster. It must be removed by the installing Assisting Dealer and taken off-site. All products that require hard wire electrical connections must meet all state, county and city building codes. This includes any UL listing where required.

The Assisting Dealer will be responsible for repair or replacing any damage incurred to the interior or exterior of University property when such damage is inflicted by the successful Bidder or their employees. If the University is unable to allow the installation to begin at the time indicated by the successful Bidder, the Bidder agrees to store all items for a period of Ninety (90) days after the specified installation date at no additional charge to the University.

The Assisting Dealer will be required to pay the University for cleaning flooring where installation is conducted, if the successful Bidder soils or scuffs flooring during installation.

The turnaround time for Quote/Drawings is a minimum 24 hours, maximum 7 days based on size, scope of work and nature of product as required.

The University utilizes a procurement card program as a method of payment. The University assumes that all Assisting Dealers will accept the University’s procurement card as a method of payment No additional charges may be added for acceptance of the procurement card.

Assisting Dealers must fill out P.O./Pcard tracking log each week and submit to Judy Curtis on agreed upon day. Installations must be listed on the log 2 weeks out. Within a week design personnel will confirm installation in writing. Any changes to a scheduled installation must be communicated at least 24 hours prior.

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INSURANCE REQUIREMENTS for Installing Manufacturers and Assisting Dealers

Contractor shall procure and maintain, at its expense, the following minimum insurance coverage insuring all services, work activities and contractual obligations undertaken in this Contract. Contractor shall bear the full and complete responsibility for all risk of damage or loss of equipment, products, or money resulting from any cause whatsoever and shall not penalize the University for any losses incurred in association with this agreement. It is the Contractor’s responsibility to verify compliance of their company’s insurance coverage with the following requirements and to obtain pricing to meet these requirements prior to submitting the solicitation response. These insurance policies must be with insurers acceptable to the University. Insurance requirements may be modified in the Insurance Requirements section of any solicitation document. In such cases, the requirements of the solicitation shall prevail. Contractor shall assume all risk of loss or damage for property loaned, leased, rented to, or in possession of the University. This includes the loss of value due to the damage or other financial loss resulting from an inability to use the property for future endeavors. Contractor has the option to purchase property insurance on property, loaned, leased or rented to the University and the cost of insurance shall be the obligation of the contractor. These limits may be accomplished through a combination of primary and excess/umbrella liability policies written on a follow form basis. A Contractor with a desire to self-insure part or all of insurance requirements outlined above must provide audited financials for the most recent fiscal year for review and acceptance by the University. If Contractor is owned by a parent company and the financials are in the name of the parent, the University requires a parental guarantee contract for the obligations accepted by the Contractor. The University reserves the right to review and revoke self-insure status, if Contractor’s financial ratings with Standard & Poor and/or Fitch ratings drop below investment grade, there is a material change in the audited financials, or Contractor entity is acquired or there is any change in the ownership structure.

TYPES OF INSURANCE BASIC INSURANCE POLICY MINIMUM LIMITS OF LIABILITY

Worker's Compensation (Coverage A) Statutory – Alabama (or state of residence)Employers Liability (Coverage B) – Per Occurrence

$ 500,000

Commercial General Liability: Each Occurrence – Premise/Operation Personal and Advertising Injury Products/Completed Operations Limit General Aggregate

$1,000,000 $1,000,000 $1,000,000 $2,000,000

Commercial Business Automobile Liability $1,000,000 Professional Liability (Printer’s Errors & Omissions) $1,000,000 per occurrence/aggregate

The Board of Trustees of The University of Alabama, its individual trustees, officers, directors, employees, agents and representatives must be included as an additional insured as respect to the Commercial General Liability & Excess/Umbrella policy. Unless precluded by law, all policies waive the right to recovery or subrogation against the Board of Trustees of The University of Alabama, its individual trustees, officers, directors, employees, agents and representatives. Coverage is to be primary and non-contributory with other coverage, if any, purchased by the University. The insurance policies shall be issued by an insurance company licensed to do business in the State of Alabama carrying an AM Best’s rating of A- VII or better, and the certificate must be signed by an authorized agent.

The general and excess/umbrella liability must extend additional insured provisions and must include the following language on the certificate of insurance:

The Board of Trustees of The University of Alabama, its individual trustees, officers, directors, employees, agents and representatives are included as an additional insured as respect to the Commercial General Liability & Excess/Umbrella policy. Unless precluded by law, all policies waive the right to recovery or subrogation against the Board of Trustees of The University of Alabama, its individual trustees, officers, directors, employees, agents and representatives.

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The certificate holder will be: The University of Alabama, c/o Purchasing Dept., Box 870130, Tuscaloosa, AL 35487-0130, ATTN: (Amy Chambley). A fax copy of the certificate may be sent for a verbal purchase order, but the original certificate of insurance must be received by the University prior to the purchase order being mailed to the Contractor or payment being made.

In the event the insurance program required by the University were to have any pending claims, either at the time the certificate of insurance was produced or to later come to the attention of the Contractor, which may limit or exhaust any aggregate limits by more than 20%, the University shall be notified within 30 days. The University may require additional insurance or a reinstatement of the limits of liability, as necessary to protect the financial interest of the University. In the event the Contractor was to cancel, alter, non-renew or allow the required insurance program to be modified to a material degree, the Contractor must provide immediate written notice to the University explaining the situation. Failure to maintain the required insurance program may result in cancellation or suspension of the Contract until a replacement certificate of insurance evidencing coverage in compliance with the University’s insurance requirements is provided. The Contractor may elect to change insurance carriers without prior approval, but any replacement policy(s) must provide equal coverage and the insurance company must meet the minimum financial rating (A.M. Best’s A-) established by the University.

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FERPA COMPLIANCE

UA Vendor agrees to abide by relevant privacy laws, including but not limited to the limitations on re-disclosure of personally identifiable information from education records set forth in The Family Educational Rights and Privacy Act (FERPA), 34 CFR §99.33 (a)(2), and agrees to comply with the terms set forth below. 34 CFR 99.33(a)(2) states that the officers, employees and agents of a party that receives education record information from the University may use the information, but only for the purposes for which the disclosure was made.

Definition: Covered data and information (CDI) includes paper and electronic student education record information supplied by the University, as well as any data provided by University students to UA Vendor.

Acknowledgment of Access to CDI: UA Vendor acknowledges that the Agreement allows UA Vendor access to CDI.

Prohibition on Unauthorized Use or Disclosure of CDI: UA Vendor agrees to hold CDI in strict confidence. UA Vendor shall not use or disclose CDI received from or on behalf of the University (or its students) except as permitted or required by the agreement or this addendum, as required by law, or as otherwise authorized in writing by the University. UA Vendor agrees that it will protect the CDI it receives from or on behalf of the University according to commercially acceptable standards and no less rigorously than it protects its own confidential information. UA Vendor agrees not to use CDI for any purpose other than the purpose for which the disclosure was made.

Return or Destruction of CDI: Upon termination, cancellation, expiration or other conclusion of the Agreement, UA Vendor shall return all CDI to the University or, if return is not feasible, destroy any and all CDI. If UA Vendor destroys the information, UA Vendor shall provide the University with a certificate confirming the date of destruction of the data.

Remedies: If the University reasonably determines in good faith that UA Vendor has materially breached any of its obligations under this Agreement or Addendum, the University, in its sole discretion, shall have the right to require UA Vendor to submit to a plan of monitoring and reporting; provide UA Vendor with a fifteen (15) day period to cure the breach; or terminate the Agreement immediately if cure is not possible. Before exercising any of these options, the University shall provide written notice to UA Vendor describing the violation and the action it intends to take. If the Family Policy Compliance Office of the U.S. Department of Education determines that UA Vendor improperly disclosed personally identifiable information obtained from the University’s education records or CDI, the University may not allow UA Vendor access to its education records or CDI for at least five years.

Maintenance of the Security of Electronic Information: UA Vendor shall develop, implement, maintain and use appropriate administrative, technical and physical security measures to preserve the confidentiality, integrity and availability of all electronically maintained or transmitted CDI received from, or on behalf of the University or its students. These measures will be extended by contract to all subcontractors used by UA Vendor.

Reporting of Unauthorized Disclosures or Misuse of Covered Data and Information: UA Vendor shall, within one day of discovery, report to the University any use or disclosure of CDI not authorized by the Agreement, this Addendum or in writing by the University. UA Vendor’s report shall identify: (i) the nature of the unauthorized use or disclosure, (ii) the CDI used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure, (iv) what UA Vendor has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure, and (v) what corrective action UA Vendor has taken or shall take to prevent future similar unauthorized use or disclosure. UA Vendor shall provide such other information, including a written report, as reasonably requested by the University. Indemnity: UA Vendor shall defend and hold the University harmless from all claims, liabilities, damages, or judgments involving a third party, including University's costs and attorney fees, which arise as a result of UA Vendor’s failure to meet any of its obligations under the Agreement or this Addendum.

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BUSINESS ASSOCIATE AGREEMENT

THIS BUSINESS ASSOCIATE AGREEMENT (the “Agreement”) is entered into by and between The Board of Trustees of The University of Alabama, by and on behalf of its member institution, The University of Alabama, Tuscaloosa, Alabama, and specifically its _______________________________ (“hereinafter referred to as “UA Covered Entity”) and__________________________________________ (hereinafter referred to as “Business Associate”). RECITALS WHEREAS, UA Covered Entity and Business Associate are parties to an agreement (the “Underlying Agreement”) pursuant to which Business Associate provides certain services to UA Covered Entity and, in connection with those services, UA Covered Entity discloses or may disclose to Business Associate certain individually identifiable protected health information (“PHI”) that is subject to protection under the Health Insurance Portability and Accountability Act of 1996, as amended from time to time (“HIPAA”) and the American Recovery and Reinvestment Act of 2009 (“ARRA”), as amended from time to time. WHEREAS, the parties desire to comply with the HIPAA standards for the privacy and security of PHI of covered patients/clients of UA Covered Entity; NOW THEREFORE, for and in consideration of the recitals above and the mutual covenants and conditions herein contained, UA Covered Entity and Business Associate enter into this Agreement to provide a full statement of their respective responsibilities and to set forth the obligations of Business Associate with respect to PHI in accordance with applicable federal law. SECTION I - DEFINITIONS 1.1 Definitions. Unless otherwise provided herein or on Exhibit 1.1 attached hereto, capitalized terms shall have the same

meaning as set forth in the HIPAA regulations, 45 CFR Sections 160.103, 164.501 and 164.304,and as set forth in the American Recovery and Reinvestment Act of 2009 (ARRA) and its implementing regulations.

SECTION II – OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE 2.1 Performance of Agreement. Business Associate, its agents and employees (collectively referred to as “Business

Associate”) agrees to not use or further disclose PHI other than as permitted or required by the Agreement or as required by law.

2.2 Safeguards for Protection of PHI.

a. Business Associate agrees to use appropriate technical, physical and administrative safeguards to prevent use or disclosure of the PHI other than as provided for by this Agreement.

b. To the extent Business Associate creates, maintains, receives, or transmits electronic PHI (ePHI), Business Associate agrees to implement safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic PHI that it creates, receives, maintains, or transmits on behalf of the UA Covered Entity.

c. Business Associate agrees to, as of the Compliance Date of 42 USC § 17931m, comply with the privacy requirements of HIPAA (45 C.F.R. § 164.504(e)) and with the HIPAA Security Rule requirements, including but not limited to provisions on administrative safeguards (45 C.F.R. § 164.308), physical safeguards (45 C.F.R. § 164.310), technical safeguards (45 C.F.R. § 164.312), and policies and documentation (45 C.F.R. § 164.316).

d. Business Associate agrees to have reasonable policies and procedures in place to identify, detect, and respond to identity theft red flags, in compliance with Identity Theft Red Flags and Address Discrepancies under the Fair and Accurate Credit Transactions Act of 2003 Rules, if applicable to Business Associate.

2.3 Reporting of Unauthorized Use and Security Incident. Business Associate will promptly (and no later than 5 days) report

to UA Covered Entity any use or disclosure of the PHI not provided for in this Agreement upon becoming aware of it and/or any security incident of which it becomes aware; and will indemnify and hold UA Covered Entity harmless from all liabilities, costs and damages arising out of or in any manner connected with the disclosure by Business Associate of any PHI and/or security incident. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI and/or security incident by Business Associate in violation of the requirements of this Agreement. To appropriately respond to an unauthorized or inappropriate disclosure of PHI, Business Associate agrees to establish and maintain a security incident response team. Business Associate agrees to pay the direct and indirect costs associated with the breach notification requirements as outlined in ARRA.

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2.4 Use of Subcontractors. Business Associate agrees to ensure that any agent and/or subcontractor to whom it provides

PHI received from, or created or received by Business Associate on behalf of UA Covered Entity agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information, including but not limited to a requirement that any agent/subcontractor agree to implement reasonable and appropriate safeguards to protect the confidentiality, integrity and availability of the electronic PHI that it creates, receives, maintains, or transmits on behalf of the UA Covered Entity.

2.5 Access to PHI. Business Associate agrees to provide access, at the request of UA Covered Entity, and in the time and manner designated by UA Covered Entity, to Protected Health Information in a Designated Record Set, to UA Covered Entity or, as directed by UA Covered Entity, to an Individual in order to meet the requirements under 45 CFR Section 164.524. To the extent Business Associate uses or maintains an Electronic Health Record of information of or about an Individual, then the Business Associate shall provide an electronic copy (at the request of Covered Entity, and in the time and manner designated by Covered Entity) of the PHI, to Covered Entity or, when and as directed by Covered Entity, to an Individual or a third party designated by the Individual, all in accordance with 42 U.S.C. §17935(e) as of its Compliance Date.

2.6 Amendments by Business Associate. Business Associate agrees to make any amendment(s) to PHI in a Designated

Record Set that the UA Covered Entity directs or agrees to pursuant to 45 CFR Section 164.526 at the request of UA Covered Entity or an Individual, and in the time and manner designated by UA Covered Entity.

2.7 Access to DHHS. Business Associate agrees to make internal practices, books and records relating to the use and

disclosure of PHI received from, or created or received by Business Associate on behalf of UA Covered Entity and its policies and procedures relating to adequate safeguards required by the HIPAA Security and Privacy Regulations available to the Secretary, in a time and manner designated the Secretary, for purposes of the Secretary determining UA Covered Entity’s compliance with the Privacy and Security Rule.

2.8 Access to UA Covered Entity. Upon reasonable notice, Business Associate shall make its facilities, systems, books and

records available to UA Covered Entity.

2.9 Documentation of Disclosures. Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for UA Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR Section 164.528.

2.10 Accounting of Disclosures. Business Associate agrees to provide to UA Covered Entity or an Individual, in time and manner designated by UA Covered Entity, information collected in accordance with Section 2.10 of this Agreement, to permit UA Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR Section 164.528, and, as of its Compliance Date, in accordance with 42 U.S.C. 17935 (c), and when directed by Covered Entity, make that accounting directly to the Individual. Each accounting shall provide (i) the date of each disclosure; (ii) the name and address of the organization or person who received the PHI; (iii) a brief description of the information disclosed; and (iv) for disclosures other than those made at the request of the subject, the purpose for which the information was disclosed and a copy of the request or authorization for disclosure. Business Associate shall maintain a process to provide this accounting of disclosures for as long as Business Associate maintains PHI received from or on behalf of UA Covered Entity.

2.11 Breach or Misuse of PHI. Business Associate recognizes that any breach of confidentiality or misuse of information

found in and/or obtained from records may result in the termination of this Agreement and/or legal action.

SECTION III – PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE

3.1 General. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, UA Covered Entity as specified in the Underlying Agreement, provided that such use or disclosure complies with the HIPAA Privacy Rule if done by UA Covered Entity. Business Associate agrees to request, use and/or disclose only the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure; provided that Business Associate shall comply with 42 U.S.C. §17935(b) as of its Compliance Date.

3.2 Specific. Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and administration of the Business Associate, provided that disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person

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notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. Except as otherwise limited in this Agreement, Business Associate may use PHI to provide Data Aggregation services to UA Covered Entity as permitted by 42 CFR §164.504(e)(2)(i)(B) or to create a Limited Data Set and use such Limited Data Set pursuant to a Data Use Agreement that meets the requirements of the Privacy Rule.

3.3 Remuneration, Marketing, Fundraising. Business Associate agrees to a) not directly or indirectly receive remuneration in exchange for any PHI in compliance with 42 U.S.C. §17935(d) as of its Compliance Date; b) not make or cause to be made any communication about a product or service that is prohibited by 42 U.S.C. §17936(a) as of its Compliance Date; and c) not make or cause to be made any written fundraising communication that is prohibited by 42 U.S.C. §17936(b) as of its Compliance Date.

SECTION IV – OBLIGATIONS OF UA COVERED ENTITY

4.1 General. With regard to the use and/or disclosure of PHI by Business Associate, UA Covered Entity agrees:

a. to obtain any consent, authorization or permission that may be required by the Privacy rule or applicable state laws and/or regulations prior to furnishing Business Associate the PHI pertaining to an individual; and

b. that it will inform the Business Associate of any PHI that is subject to any arrangements permitted or required of UA Covered Entity under the Privacy Rule that may materially impact in any manner the use and/or disclosure of PHI by Business Associate under this Agreement, including, but not limited to, restrictions on the use and/or disclosure of PHI as provided for in 45 C.F.R. 164.522 and agreed to by UA Covered Entity.

SECTION V - TERM/TERMINATION

5.1 Term and Termination. The term of this Agreement shall be effective as of the date of execution of the underlying Agreement between the parties and shall terminate when all of the PHI provided by UA Covered Entity to Business Associate, or created or received by Business Associate on behalf of UA Covered Entity, is destroyed or returned to UA Covered Entity.

5.2 Termination for Cause. Upon UA Covered Entity’s knowledge of a material breach by Business Associate, UA Covered Entity may terminate this Agreement and the Underlying Agreement. Notwithstanding that option, as of the Compliance Date of 42 U.S.C. § 17934(b), if either Party knows of a pattern of activity or practice of the other Party that constitutes a material breach or violation of this B.A. Agreement, then the non-breaching Party shall provide written notice of the breach or violation to the other Party that specifies the nature of the breach or violation. The breaching Party must cure the breach or end the violation on or before 5 business days of breaching Party after receipt of the written notice. In the absence of a cure reasonably satisfactory to the non-breaching Party, then the non-breaching Party may do the following: (i) if feasible, terminate this B.A. Agreement and the Underlying Agreement; or (ii) if termination of this B.A. Agreement or the Underlying Agreement is infeasible, report the problem to HHS. Material Breach shall include Business Associate’s improper use or disclosure of PHI and any changes or any diminution of Business Associate’s reported security procedures or safeguards that render any or all of Business Associate’s safeguards unsatisfactory to UA Covered Entity.

5.3 Termination After Repeated Violations. UA Covered Entity may terminate the Underlying Agreement without penalty if Business Associate repeatedly violates this Agreement or any provision hereof, irrespective of whether, or how promptly, Business Associate may remedy such violation after being notified of the same. In the event of such termination, UA Covered Entity shall not be liable for the payment of any services performed by Business Associate after the effective date of termination.

5.4 Effect of Termination.

5.4.1 Except as provided in Section 5.4.2, upon termination of this Agreement, for any reason, Business Associate shall cease and desist all uses and disclosures of UA Covered Entity’s PHI and shall immediately return or destroy (if UA Covered Entity gives written permission), in a reasonable manner consistent with HIPAA, all PHI received from UA Covered Entity, or created or received by Business Associate on behalf of UA Covered Entity; provided, however, that Business Associate shall reasonably cooperate with UA Covered Entity to ensure that no original PHI records are destroyed. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI. Except as provided in Section 5.4.2, Business Associate shall certify to UA Covered Entity that all PHI has been returned or destroyed within 30 days after termination or expiration of this Agreement. If PHI is destroyed, Business Associate must use a method approved by the American National Standards Institute and provide Covered Entity with a certificate of destruction.

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5.4.2 In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to UA Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI.

5.4.3 Penalties, Investigations, and Cooperation. In addition to any damages recoverable under this B.A. Agreement, the Parties acknowledge that certain breaches or violations of this B.A. Agreement may result in litigation or investigations resulting in civil liability and/or criminal penalties pursued by federal or state governmental authorities of the United States. Each Party shall cooperate in good faith in all respects with the other Party in connection with any request by a federal or state governmental authority for additional information and documents or any governmental investigation, complaint, action or other inquiry.

SECTION VI - INDEMNIFICATION/INSURANCE

6.1 Indemnification. Business Associate shall indemnify, defend, and hold UA Covered Entity, its employees, directors/trustees/officers/representatives and agents (collectively the Indemnitees) harmless from and against all claims, causes of action, liabilities, judgments, fine, assessments, penalties, damages, awards or other expenses, of any kind or nature whatsoever, including, without limitation, attorney’s fees, expert witness fees, and costs of investigation, litigation or dispute resolution, incurred by the Indemnities and relating to or arising out of any breach or alleged breach of the terms of this Agreement by Business Associate or its agent or representative. Business Associate shall provide Covered Entity with prompt notice of any claim that may trigger the foregoing indemnification requirements. Upon demand by the Covered Entity, Business Associate shall defend any investigation, claim litigation or other proceeding brought or threatened against the Covered Entity, at the Business Associate’s expense, by counsel acceptable to the Covered Entity. Business Associate shall not enter into any settlement of a claim that triggers the indemnification requirements without the written consent of the Covered Entity.

6.2 Insurance. If UA Covered Entity requires, Business Associate shall obtain and maintain insurance coverage against improper uses and disclosures of PHI by Business Associate, naming UA Covered Entity as an additional named insured. Promptly following a request by UA Covered Entity for the maintenance of such insurance coverage, Business Associate shall provide a certificate evidencing such insurance coverage.

SECTION VII - DISCLAIMER

7.1 Disclaimer. UA COVERED ENTITY MAKES NO WARRANTY OR REPRESENTATION THAT COMPLIANCE BY BUSINESS ASSOCIATE WITH THIS AGREEMENT OR THE HIPAA REGULATIONS WILL BE ADEQUATE OR SATISFACTORY FOR BUSINESS ASSOCIATE’S OWN PURPOSES OR THAT ANY INFORMATION IN THE POSSESSION OF BUSINESS ASSOCIATE OR CONTROL, OR TANSMITTED OR RECEIVED BY BUSINESS ASSOCIATE, IS OR WILL BE SECURE FROM UNAUTHORIZED USE OR DISCLOSURE, NOR SHALL UA COVERED ENTITY BE LIABLE TO BUSINESS ASSOCIATE FOR ANY CLAIM, LOSS OR DAMAGE RELATING TO THE UNAUTHORIZED USE OR DISCLOSURE OF ANY INFORMATION RECEIVED BY BUSINESS ASSOCIATE FROM UA COVERED ENTITY OR FROM ANY OTHER SOURCE. BUSINESS ASSOCIATE IS SOLELY RESPONSIBLE FOR ALL DECISIONS MADE BY BUSINESS ASSOICATE REGARDING THE SAFEGUARDING OF PHI.

SECTION VIII – MISCELLANEOUS

8.1 Construction. This Agreement shall be construed as broadly as necessary to implement and comply with HIPAA, the HIPAA privacy and security regulations, and ARRA and its implementing regulations. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with HIPAA, HIPAA regulations, ARRA, and implementing regulations.

8.2 Notice. All notices and other communications required or permitted pursuant to this Agreement shall be in writing, addressed to the party at the address set forth at the end of this Agreement, or to such other address as either party may designate from time to time. All notices and other communications shall be mailed by registered or certified mail, return receipt requested, postage pre-paid, or transmitted by hand delivery or telegram. All notices shall be effective as of the date of delivery of personal notice or on the date of receipt, whichever is applicable.

8.3 Modification of Agreement. The parties recognize that this Agreement may need to be modified from time to time to ensure consistency with amendments to and changes in applicable federal and state laws and regulations, including, but not limited to, HIPAA and ARRA. The parties agree to execute any additional amendments to this Agreement reasonably necessary for each party to comply with HIPAA and ARRA, including any requirements related to a

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Chain of Trust Agreement between the parties pursuant to the HIPAA security standards. This Agreement shall not be waived or altered, in whole or in part, except in writing signed by the parties.

8.4 Transferability. UA Covered Entity has entered into this Agreement in specific reliance on the expertise and qualifications of Business Associate. Consequently, Business Associate’s interest under this Agreement may not be transferred or assigned or assumed by any other person, in whole or in part, without the prior written consent of UA Covered Entity.

8.5 Governing Law and Venue. This Agreement shall be governed by, and interpreted in accordance with, the internal laws of the State of Alabama, without giving effect to its conflict of laws provisions.

8.6 Binding Effect. This Agreement shall be binding upon, and shall ensure to the benefit of, the parties hereto and their respective permitted successors and assigns.

8.7 Execution. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which shall constitute but one Agreement.

8.8 Gender and Number. The use of the masculine, feminine or neuter genders, and the use of the singular and plural, shall not be given an effect of any exclusion or limitation herein. The use of the word “person” or “party” shall mean and include any individual, trust, corporation, partnership or other entity.

8.9 Priority of Agreement. If any portion of this Agreement is inconsistent with the terms of the Underlying Agreement, the terms of this Amendment shall prevail. Except as set forth above, the remaining provisions of the Underlying Agreement are ratified in their entirety.

8.10 Survival. Sections 5.4.1, 5.4.2, 5.4.3, 8.1, and 8.5, shall survive the termination for any reason or expiration of this B.A. Agreement.

8.11 No Third Party Beneficiaries. Nothing in this B.A. Agreement shall confer upon any person other than the Parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.

IN WITNESS WHEREOF, the parties have hereunto set their hands effective the day and year written below.

UA COVERED ENTITY BUSINESS ASSOCIATE By: _____________________________ By: _______________________ Name: Julie Shelton Name: _______________________ Title: Associate Vice President for Finance Title: _______________________ Date: _____________________________ Date: _______________________ ADDRESSES FOR NOTIFICATION PER PARAGRAPH 8.2 UA COVERED ENTITY BUSINESS ASSOCIATE Name: ____________________, Security Officer Name: _______________________ Street Address: ___________________ Street Address____________________ City, State & Zip: Tuscaloosa, AL 35487 City, State & Zip:_______________________ Telephone #: 205- _______________ Telephone #: ______________________

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EXHIBIT 1.1

DEFINITIONS ARRA. Means the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009, Pub. Law No. 111-5 and its implementing regulations. References in this B.A. Agreement to a section or subsection of title 42 of the United States Code are references to provisions of ARRA, and any reference to provisions of ARRA in this B.A. Agreement shall be deemed a reference to that provision and its existing and future implementing regulations, when and as each is effective. Business Associate. The term “Business Associate” shall mean the entity listed in the first paragraph of this Agreement that is furnishing services to UA Covered Entity. Compliance Date. This term shall mean, in each case, the date by which compliance is required under the referenced provision of ARRA. UA Covered Entity. The term “UA Covered Entity” shall mean the entity listed in the first paragraph of this Agreement that is receiving services from Business Associate. Electronic Protected Health Information (“ePHI”). This term means PHI (as defined below) that is transmitted or maintained in electronic media. HIPAA. The term “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, as amended m time to time. Individual. The term “Individual” shall have the same meaning as the term “individual” in 45 CFR Section 164.501 and shall include a person who qualifies as a personal representative in accordance with 45 CFR Section 164.502(g). Material Alteration. The term “Material Alteration” shall mean any addition, deletion or change to the PHI of any subject other than the addition of indexing, coding and other administrative identifiers for the purpose of facilitating the identification or processing of such information. Privacy Rule. The term “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E. Protected Health Information or PHI. The term “Protected Health Information” or “PHI” shall have the same meaning as the term “protected health information” in 45 CFR Section 164.501, limited to the information created or received by Business Associate from or on behalf of UA Covered Entity. Required By Law. The term “Required By Law’ shall have the same meaning as the term “required by law” in 45 CFR Section 164.501. Secretary. The term “Secretary” shall mean the Secretary of the Department of Health and Human Services or his/her designee. Security Incident. The term “security incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an “information system,” which is defined to mean an interconnected set of information resources under the same direct management control that shares common functionality. A system normally includes hardware, software, information, data, applications, communications, and people. Security Rule. The term “Security Rule” shall mean the Health Insurance Reform: Security Standards at 45 CFR Parts, 160, 162, and 164 Subpart C. Underlying Agreement. The term “Underlying Agreement” shall mean that certain agreement by which Business Associate provides certain services to UA Covered Entity and, in connection with those services, UA Covered Entity Discloses to Business Associate certain individually identifiable protected health information that is subject to protection under HIPAA.

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NON-DISCLOSURE AGREEMENT This non-disclosure agreement (“Agreement”) is by and between The Board of Trustees of the University of Alabama (“BOARD”), hereinafter collectively referred to as the Disclosing Party and hereinafter referred to as the Recipient. WHEREAS, The Disclosing Party contemplates the disclosure of certain services for the University pursuant to the terms of Bid No. containing confidential information for review by the Recipient: and WHEREAS, such information of the University is not public knowledge but are secret and will be disclosed only under the terms of this Agreement; WHEREAS, both parties to this Agreement consider it desirable for the Recipient to evaluate as part of the . NOW, THEREFORE, the parties agree as follows:

1. The effective date of this Agreement (“Effective Date”) is .

2. The confidential information disclosed by Disclosing Party under this Agreement (“Confidential Information”) is described as the

3. This Agreement controls is effective as of the date written above. Either party may terminate this Agreement on written notice to the other. In the event of termination of this Agreement, or earlier if requested by the disclosing party, all documents or other materials containing Confidential Information of the disclosing party shall be promptly returned or destroyed. The obligations under this Agreement survive such termination. (“Termination Date”).

4. Recipient shall use the Confidential Information only for the purpose of for purposes directly related to the project scope of work.

5. Recipient shall protect the Confidential Information using the same degree of care, but no less than a reasonable degree of care, as the Recipient uses to protects its own similar confidential information, and to prevent any use not authorized herein and dissemination to any third party without a need to know.

6. Recipient shall have a duty to protect only that Confidential Information which is either (a) disclosed by the Disclosing Party in writing and is marked as “Internal Data”, “Strictly Private”, “Proprietary”, “Confidential” or with a comparable legend at the time of disclosure, or (b) disclosed by the Disclosing Party in any other manner, identified as confidential at the time of disclosure and is summarized and designated as confidential in a written memorandum delivered to the Recipient within thirty (30) days of disclosure.

7. The Recipient agrees to hold in confidence any and all Confidential Information disclosed to it by the Disclosing Party and further agrees not to disclose Confidential Information to third parties or use Confidential Information for three (3) years from the Termination Date of this Agreement, except for discussion and evaluation purposes provided by this Agreement or with written permission from the Disclosing Party.

8. Nothing in this Agreement shall be interpreted as placing any obligation of confidentiality and nonuse on the Recipient with respect to Confidential Information that:

A. can be demonstrated to have been in the public domain as of the effective date of this Agreement or comes into the

public domain during the term of this Agreement through no fault of the Recipient;

B. can be demonstrated to have been known to the Recipient prior to execution of this Agreement and was not acquired, directly or indirectly, from the Disclosing Party or from a third party under a continuing obligation of confidentiality or limited use;

C. can be demonstrated to have been rightfully received by the Recipient after disclosure under this Agreement from a

third party who did not require the Recipient to hold it in confidence or limit its use and who did not acquire it, directly or indirectly, from the Disclosing Party under a continuing obligation of confidentiality;

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D. can be demonstrated to have been independently developed by Recipient.

E. can be demonstrated to have been disclosed by Disclosing Party to a third party without a duty of confidentiality on the

third party.

F. is released in writing from the confidentiality provisions of this Agreement by the Disclosing Party.

9. Each party represents that it has the right to make the disclosures under this Agreement.

10. The Confidential Information shall remain the sole property of the Disclosing Party.

11. The validity and interpretation of this Agreement, and legal relations of the parties to it, shall be governed by the laws of the State of Alabama. If one portion of this Agreement is held invalid and unenforceable, such holding shall not affect the validity of the other portions of the Agreement.

12. A Recipient shall adhere to the U.S. Export Administration Laws and Regulations and shall not export or re-export any technical data or products received from the disclosing party or the direct product of such technical data to any proscribed country listed in the U.S. Export Administration regulations unless properly authorized by the U.S. Government.

13. Nothing in this Agreement shall be construed as a representation that either party will not independently pursue, similar opportunities, provided that the obligations of this Agreement are not breached.

14. This Agreement is not assignable and states the entire agreement between the parties as to its subject matter and merges and supersedes all previous communications with respect to their obligations of confidentiality and no addition to or modification of this Agreement will be binding on either party, unless reduced to writing and signed by each party.

15. This Agreement is binding upon both parties and upon the directors, officers, employees and agents of each. This Agreement may be terminated on thirty (30) days written notice by either party. However, Recipient’s obligations of confidentiality and restrictions on use of the Information disclosed by Disclosing Party shall survive termination of this Agreement.

THE BOARD OF TRUSTEES OF UNIVERSITY OF ALABAMA Authorized Signature By: ___________________________________ Name:__________________________________ Title: ___________________________________ Date: __________________________________

RECIPIENT Authorized Signature By: Name: Title: Date:

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STATE OF ALABAMA IMMIGRATION COMPLIANCE LAW

Compliance Notice. By submitting a proposal to this RFP, a Respondent agrees that it will fully comply with the State of Alabama Immigration Law (Act 2011-535), as amended. A Respondent also shall enroll in the E-Verify Program prior to performing any work, or continuing to perform any on-going work, and shall remain enrolled throughout the entire course of its performance of the contract awarded pursuant to this RFP. By signing this contract, the contracting parties affirm, for the duration of the agreement, that they will not violate federal immigration law or knowingly employ, hire for employment, or continue to employ an unauthorized alien within the state of Alabama. Furthermore, a contracting party found to be in violation of this provision shall be deemed in breach of the agreement and shall be responsible for all damages resulting therefrom.” To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless the University from any and all losses, consequential damages, expenses (including but not limited to, attorneys’ fees), claims, suits, liabilities, fines, penalties, and any other costs arising out of or in any way related to Contractor’s failure to fulfill its obligations contained in this paragraph or contained in the Alabama Immigration Law (Act 2011-535), as amended. State of Alabama Immigration Law (Act 2011-535) The successful contractor will be required to provide written certification they are in compliance with Section 9 of the State of Alabama Immigration Law (Act 2011-535). One of the two required documents must be submitted prior to issuance of a University contract or purchase order. Please complete and submit the form or document that applies to your company. Complete this document only, if your company is not located in Alabama and your company does not have employees or subcontractors that work in the State of Alabama.

Certification of Compliance and affidavit forms included with this solicitation (see Appendix – Certification of Compliance)

Complete the E-Verify document online, if your company is located in Alabama or your company has employees working in Alabama

Contractor’s one-page E-verify Employment Eligibility Verification form (see example included in Appendix - E-Verify).

If you have previously enrolled in E-Verify, follow these instructions: Log onto www.uscis.gov/everify Click “Edit Company Profile” and print this one-page document. This one-page document must be submitted prior to a contract or purchase order being issued. If you are not currently enrolled in E-Verify, follow these instructions: Log onto www.uscis.gov/everify Click “Getting Started” for information about the program, requirements, and enrollment process. Click “Enroll in E-Verify” and begin enrollment process. When enrollment process is complete, click “Edit Company Profile” and print this one-page document. This one-page document must be submitted prior to a contract or purchase order being issued. For further assistance please consult the E-Verify Quick Reference Guide

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CERTIFICATION OF COMPLIANCE WITH THE STATE OF ALABAMA IMMIGRATION LAW

The undersigned officer of _______________________________________ (Company) certifies to the Board of Trustees of the University of Alabama that the Company does not employ an individual or individuals within the State of Alabama. __________________________________________ SIGNATURE OF COMPANY OFFICER (PRINT) __________________________________________ COMPANY NAME __________________________________________ PRINT NAME OF COMPANY OFFICER __________________________________________ PRINT TITLE OF COMPANY OFFICER __________________________________________ DATE

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VENDOR DISCLOSURE STATEMENT In compliance with the policies of The Board of Trustees of the University of Alabama, The University of Alabama System Office, this University, and with Alabama state law, this Disclosure Statement shall be completed for all contracts, such as proposals, bids, and contracts, including consulting/professional service contracts unless otherwise exempted (“Agreements”). The Board of Trustees of The University of Alabama reserves the right to refuse to enter into or to cancel, without penalty, any contract or agreement with any entity or individual who does not provide all of the information requested below, or who makes false or incomplete disclosures. Prior to award of this contract, the Vendor Disclosure Statement will be required to be submitted advising The University of Alabama System of any potential conflicts of interest as it relates to all contracts, such as proposals, bids, and contracts. The form will be completed and signed electronically through DocuSign, and a copy of the final document will be emailed to the vendor. Please keep this document on file and attach it to any subsequent agreements over the next year. The form will be considered active for a period of no less than 1 year or the length of the contract. Vendors are expected to promptly disclose any relationship which may arise in the future, or any existing relationship which may become known by submitting an updated form. The Vendor Disclosure Statement for this RFP can be found here: https://na2.docusign.net/Member/PowerFormSigning.aspx?PowerFormId=3bcc4cdf-25ca-4cfc-95ae-f2b0c77b85d9

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