COMMONWEALTH OF VIRGINIA STANDARD … · VWR agrees to maintain a new lab start-up program ... VWR...

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COMMONWEALTH OF VIRGINIA STANDARD CONTRACT Contract Number: VTG-001-2018 This contract entered into this 1st day of December 2017 by VWR International, LLC hereinafter called the "Contractor" and Commonwealth of Virginia, Virginia Polytechnic Institute and State University called "Virginia Tech." WITNESSETH that the Contractor and Virginia Tech, in consideration of the mutual covenants, promises and agreements herein contained, agree as follows: SCOPE OF CONTRACT: The Contractor shall provide General Laboratory Supplies and Equipment to Virginia Tech as set forth in the Contract Documents. PERIOD OF CONTRACT: From December 1, 2017 through November 30, 2022 with two additional three-year renewal periods, as negotiated. COMPENSATION AND METHOD OF PAYMENT:. The Contractor shall be paid by Virginia Tech in accordance with the Contract Documents. CONTRACT DOCUMENTS: The Contract Documents shall consist of the Request for Proposal (RFP) number 0046374 dated August 1, 2016, the proposal submitted by the Contractor dated September 12, 2016, and the signed agreement, which hereby supersedes all other documents, which contains all signatures herein.

Transcript of COMMONWEALTH OF VIRGINIA STANDARD … · VWR agrees to maintain a new lab start-up program ... VWR...

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COMMONWEALTH OF VIRGINIA

STANDARD CONTRACT

Contract Number: VTG-001-2018

This contract entered into this 1st day of December 2017 by VWR International, LLC hereinafter called the "Contractor" and Commonwealth of Virginia, Virginia Polytechnic Institute and State University called "Virginia Tech."

WITNESSETH that the Contractor and Virginia Tech, in consideration of the mutual covenants, promises and agreements herein contained, agree as follows:

SCOPE OF CONTRACT: The Contractor shall provide General Laboratory Supplies and Equipment to Virginia Tech as set forth in the Contract Documents.

PERIOD OF CONTRACT: From December 1, 2017 through November 30, 2022 with two additional three-year renewal periods, as negotiated.

COMPENSATION AND METHOD OF PAYMENT:. The Contractor shall be paid by Virginia Tech in accordance with the Contract Documents.

CONTRACT DOCUMENTS: The Contract Documents shall consist of the Request for Proposal (RFP) number 0046374 dated August 1, 2016, the proposal submitted by the Contractor dated September 12, 2016, and the signed agreement, which hereby supersedes all other documents, which contains all signatures herein.

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AGREEMENT

This Agreement, effective on December 1, 2017 ("Effective Date"), by and between Virginia

Polytechnic Institute and State University ("Virginia Tech"), on behalf of the Virginia Higher Education Procurement Cooperative ("VHEPC"), and VWR International, LLC("VWR") (separately, a "Party," and collectively, the "Parties").

TERM

The initial term of this Agreement will commence upon execution of this Agreement and will be

in effect for five (5) years. There is the ability to renew the Agreement on the same terms and

conditions, for two additional three-year periods. VWR and Virginia Tech will mutually agree at

least one0 hundred eighty (180) days prior to each renewal option whether to renew the terms of this Agreement. If the E&I Cooperative Purchasing Agreement#CN R01163 expires or is

terminated during the term of this Agreement, Customer shall be granted the same terms as

the E&I Agreement for the remainder of the initial or any renewal term of this Agreement.

PROVISIONS

These specific provisions constitute this Agreement:

A. Entire Agreement, Order of Precedence

Effective July 20, 2009, the Parties entered into an agreement for the purchase and sale

of certain Products which enrolled Virginia Tech as a participant in the E&I Agreement (as defined below). This Agreement, along with Attachments (A), (B) and (C) incorporated

herein, including Participating Institution's Letter of Participation, constitute the entire

agreement between the Parties pertaining to the provision of laboratory supplies and

services. All capitalized terms not otherwise defined herein shall have the meaning

ascribed to them in the E&I Agreement. In the event of a conflict between the terms of this Agreement and the E&I Agreement, such inconsistency shall be resolved by giving

precedence to the document elements in the following order: i) This Agreement;

ii) Attachment (A);

iii) E&I Agreement, defined as the Participating Institution's Letter of Participation and E&I/VWR General Program Terms and Conditions attached as

Attachment (B-1). Virginia T~ch's Letter of Participation is attached as Attachment (B-2). For the sake of clarity, Virginia Tech's Letter of Participation shall be applicable to Virginia Tech only.

(iv) Attachment (C) Casework, Fume hoods and Accessories - Capabilities Addendum

B. Solicitation for Products and Services.

i I !

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The products and services provided for in this Agreement were publically solicited via Request for Proposal (RFP) number 46374 issued by Virginia Tech on August 1, 2016. VWR responded by submitting a Proposal dated September 14, 2016. Terms and Conditions that apply to this Agreement are provided in Attachment (A).

This document and its attachments shall constitute the entire agreement between the Parties. Any amendments or modifications to this Agreement must be enacted in writing and agreed to by both Parties.

C. Scope of Goods and Services. VWR will provide its line of products from suppliers with whom VWR has an established supply chain agreement generally coyering delivery terms, warranty, pricing, and stocking ("Catalog Products") at discounted prices to all Participating Institutions (as defined below) upon enrollment. Catalog Products are generally available on VWR's website or

in VWR catalogs, and may include customer-specific products and spot-buys from customers of Catalog Products within a given product line that are therefore subject to the established supply chain agreement with the supplie_r of Catalog Products as referenced above. It is understood and agreed that the product lines distributed by VWR will change periodically and new products and services will be made available to Participating Institutions. This Agreement also includes Products and Services for Laboratory Casework, fume hoods and Accessories Attachment (C). In addition, VWR makes available a wide. range of Non-catalog Products. Non-catalog Products (also referred to as "MarketSource") means those products from suppliers that are not Catalog Products or products not covered under the established supply chain agreements referenced in the definition of Catalog Products. Non-catalog Products may be designated as MarketSource on VWR's website, viewable online only by a specific customer, or be in the form of a spot-buy. The VWR proposal provides details of VWR's product and service capabilities.

Participating Institutions include the VHEPC member institutions named in the "Our Members" section available at the VHEPC website http://www.vhepc.org/. Other public · and private institutions of higher education may elect to participate in the Agreement and should provide written notice to Virginia Tech and VWR of their desire to participate and complete an enrollment form to participate in this Agreement and terminate any existing agreement with VWR, as applicable. Virginia

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Tech's enrollment form Is provided in Attachment (B-2). With respect to orders placed by Participating Institutions, this Agreement shall be interpreted in a manner to give effect to the contractual relationship between VWR and such Participating Institution, such that any reference to "Virginia Tech" shall be deemed a reference to such Participating Institution, and any of Virginia Tech's rights and obligations shall constitute the rights and obligations of such. Participating Institution.

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D. Strategic Relationship. Participating Institutions will recognize VWR as a Preferred Supplier for the products and services being offered. The Preferred Supplier designation recognizes.a long-standing and continuing relationship in which VWR has demonstrated high standards of reliability, quality and transactional efficiency. Participating Institutions will publicize this relationship internally to end users and will endeavor to lend local support to VWR's sales representatives in their efforts to provide support and sales growth. In the same manner, VWR will endeavor to improve end user access to all VWR Affiliates at prices no greater than VHEPC members receive directly from the VWR Affiliates. For the sake of clarity, "VWR Affiliate" means any business entity that is directly or indirectly controlled by VWR. "Control" means the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting equity, by contract or otherwise, including, but not limited to, ownership of at least fifty percent (50%) of the outstanding voting equity of such equity.

VWR agrees to maintain a new lab start-up program offering additional discounts and no cost products to end users. VWR will endeavor to maximize ecommerce transactions from the purchase through payment to include, but not limited to, posting electronic quotes in the catalog.

E. Pricing and Discounting Structure.

Pricing for products not a part of the pricing program is to be based on the current list price of the product at the time of order placement, unless the product is a part of Participant's Hot List or Market Basket (described below). For the sake of clarity, in the event of a conflict between this Section E and Participating Member's Letter of Participation, this Section E shall control with regard to pricing.

1. Hot List Pricing. Each Participating Institution has access to a "Hot List" of products representing their high volume products depending on their level of commitment. These products will be priced specifically for that Participating Institution, and maintained for that Participating Institution, to drive best cost at highest volume products. VWR may amend the Hot List after quarterly review of Participating Institution's cumulative purchases under the Agreement to provide for the inclusion of addition~! products and removal of discontinued or infrequently ordered products, subject to the mutual agreement of the Participating Institution and VWR. At a minimum, VWR will review the Hot List annually beginning in November of each new calendar year based on total purchases under this Agreement and will make recommendations for updating the Hot List for the Participating Institution. The Contract Administrator at Virginia Tech or applicable Participating Institutions, as applicable, will have fifteen (15) days to review the Hot List prior to annual updates. The prices for Hot List products shall remain firm and unchanged throughout each calendar year of this Agreement. The Hot List will provide a

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minimum additional ten percent (10%) savings in the aggregate beyond the general

discount schedule and consist of Catalog Products accounting for the top thirty percent

(30%) of account spend. The Hot List pricing will be updated annually with a maximum

aggregate price increase of ten percent (10%). The products in the Hot List will be developed with each Participating Institution to capture additional savings. The numbers

of products in the Hot List will depend upon the contract participation level (Preferred or

Primary). Hot List items will be identified with a special icon and will be searchable within

the catalog.

2. Market Basket Pricing. Each Participating Institution has access to a generalized

Market Basket covering top products in the Education and Medical Research Sector. This

special net pricing is available to Core Participants (1200 items), Preferred Participants

(2,500 ·items) and Primary Participants {5000 items). The prices for Market Basket products shall remain firm and unchanged throughout each calendar year of this

Agreement.

3. Discount Schedule. The E&I General Discount Schedule shall remain firm for the

term of this Agreement, unless a change is beneficial to the Participating Institutions and

is mutually agreed upon by E&I and VWR.

4. Special Manufacturer Pricing Agreements. Special E&I pricing agreements will be

implemented with the following manufacturers: BD Biosciences, Corning, EMD Chemicals,

Greiner, Avantor/Mallinckrodt Baker, Mediatech, Microflex, Nalge Nunc, Pall, and

Axygen. Additional manufacturers will be added as new prices are negotiated. The intent of these manufacturer pricing agreements is to use E&I and VWR's collective negotiating

power to provide the Participating Institution the benefit of more competitive prices from

key high volume manufacturers. When this pricing exists, it shall be governed by the terms

set by the manufacturer. Should this pricing expire without renewal by the manufacturer,

price to Participating Institutions shall be determined from the E&I General Discount

Schedule, unless added to a Participating Institution's Hot List.

It is· acknowledged that VWR reserves the right to have a.minimum gross margin of 11 per

cent (11%) in order not to sell below cost. Pricing for Non-catalog Products will be quoted

to the end user at the time of order placement. No obligation in Non-catalog Product

transaction is created until a purchase order is issued to VWR by the Participating

Institution.

Within the context of this section, quotes from VWR Affiliates are not subject to additional

markups.

To facilitate end user access and ordering, VWR will maintain electronic catalogs depicting

all catalog products, item descriptions, net pricing and other related product information.

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The electronic catalog will be made available to end .users via the Commonwealth of

Virginia's.electronic procurement system (eVA), and in individual Participating Institution

e-procurement platforms.

F. Contract Administration. Virginia Tech will serve as the lead Institution for administering this Agreement. As the

lead institution, Virginia Tech has designated the Director of the Virginia Higher Education

Procurement Cooperative (VHEPC) as the Contract Administrator to administer this

Agreement on behalf of Participating Institutions. The Contract Administrator is

empowered to act to review and approve pricing and product changes and to address any issues that relate globally to the performance of this Agreement. Any significant changes

to the scope of this Agreement shall be addressed first to the Contract Administrator who

will determine if a formal written contract modification is necessary.

The Contract Administrator will maintain data bases containing current VWR Catalog

Products and pricing and current Hot List items and pricing. This information will be made

available to Participating Institutions upon request.

Following enactment of this Agreement, VWR and the Contract Administrator will

determine the specific set of criteria and performance metrics to be used in · a

performance scorecard. The criteria. will fall into four categories: Customer Satisfaction, Financial, Functionality, and Innovation. Examples of specific financial criteria might be:

overall sales reported by Participating Institutions and by the total group; cost savings;

and timely payment of sponsorship and incentives. Examples of functionality and innovation might be: adding configuration functionality or marking SWaM companies in

the catalog. VWR management and the Contract Administrator will meet semi-annually

to review the scorecard performance metrics and to address any eme~gent subjects.

G. Support for Diverse Subcontractors. There is a long-standing program in place at each Participating Institution to promote and

monitor expenditures made with small, woman-owned and minority-owned businesses (SWaM). This includes primary and secondary subcontract expenditures. Performance

in this area is closely reviewed by top management at each Participating Institution. It is

therefore very important for VWR and the Participating Institutions to do everything possible to provide support and accurate reporting of SWaM subcontracting.

VWR has internal resources dedicated to provide support to diverse subcontractors. It is

understood that VWR will attempt to identify SWaM subcontractors who are certified in the Commonwealth of Virginia and will provide as much information as possible, including

expenditures by each Participating Institution, to the VHEPC on a quarterly basis. In situations where the subcontractor is CJ>rtified by the Small Business Administration, VWR

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agrees to encourage the firm to certify with the Virginia Department of Small Business

and Supplier Diversity.

VWR will continue to supportVHEPC and/orVASCUPP outreach programs aimed atSWaM

suppliers and will sponsor the annual VAS CUPP SWaMFest event at the diamond level.

H. Freight and Shipping Cost Title and risk of loss of all Products will pass to Customer upon delivery of such Pmducts

to Participating Institution. VWR agrees to prepay shipping costs for all Catalog Products

and for. dry ice. VWR may charge the quoted cost of freight under the following exceptions: for non-United States destinations, for Non-catalog Products, for live

specimens, bulk orders, and furniture renovation projects, which will be shipped F.O.B.

Shipping Point, freight prepaid and added. Finally, VWR may charge quoted cost of freight

at the specific request of the end user who may request special handling, emergency

orders, rush deliveries or air express, to cite several examples. These charges are termed

"Non-Standard Transportation Charges." In situations where Non-Standard

Transportation Charges are being applied, the estimated quoted cost shall be presented

as a line item on the quote.

VWR agrees to work with third party suppliers and participating Institutions to facilitate

the use of inbound freight management programs for Non-Standard Transportation

Charges.

I. Returns.

VWR offers a no-hassle return policy. Items may be returned to VWR without incurring

freight or restocking fees when they do not meet customer specifications and have

original packaging. Hazardous or sterile items may not be returned, however VWR representatives will work with end users to ensure their specifications have been met and

issued credit or alternative product options if necessary. For end user errors in ordering, VWR will work with the Participating Institution to minimize the cost of return.

J. Payment. VWR and Participating Institutions will endeavor to implement electronic invoicing and payment methods. VWR agrees to participate in "ghost card," or one-time-use card bank payment systems where they have been put in place by individual Participating

Institutions.

Payment terms are 2%/15 net 30. Participating Institutions who wish to obtain the

prompt payment discount may either elect to short pay the invoice or receive quarterly payment from VWR for the aggregate of prompt payment discounts during the preceding

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business quarter. For those Participating Institutions receiving an early pay discount as

quarterly rebate payments, VWR shall remit its payment by the thirtieth (301h) day of the

month following the end of the quarter.

K. Incentive Program.

This Agreement establishes an incentive program aimed at fostering the greatest level of

participation by all. Each calendar year during the term of this Agreement, each

Participating Institution will receive an incentive payment of two per cent (2%) of actual

sales back to dollar one, If there is sales growth over the previous calendar year, the payment will be two and a half per cent (2.5%) on the incremental growth of actual sales.

The following example is provided for illustration purposes only:

Previous Calendar Year $500,000 (hypothetical)

Contract Year 1 Total $800,000 Product Sales (hypothetical)

Incremental Growth from $300,000 Previous Calendar Year

X 2.5% = $7,500

Total Rebate= $16,000 + $7,500 = $23,500

The incentive calculation shall begin on the Effective Date.

The incentive payment will be paid by check in U.S. Dollars ("USD") directly to each Participating Institution at the address provided by each Participating Institution within

sixty (60) days after the close of the calendar year.

The payment by VWR of cash incentives to Participating Institution is contingent upon

each Participating Institution's material compliance with the payment terms of this

Agreement. In the event payments are consistently made outside of the stated payment

terms, no rebate will be paid. Additionally, both Parties will ensure that past due issues are based on the Participating Institution's payment practices alone and not due to

discr!!pancies with VWR's pricing or invoicing methods.

Participating Institutions may elect to designate VWR as their primary supplier for the products covered by this Agreement. To do so, they will conduct discussions directly with

VWR in order to fully understand the responsibilities and benefits of making this change.

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In recognit ion of t he designation as a primary supplier, VWR w ill offer a three per cent

(3%) rebat e on act·ual sa les back to dollar one and a cash pre-bate based upon the contract

value. Any Participating Institution electing to make this change should notify Virginia

Tech, VWR and the Contract Administrator of their intent . The change will become

effective upon th e execution of a mutual ly agreed amendment or appropriate writing.

L. Sponsorship

During t he t erm of th is Agreement, VWR shall provide VASCUPP with a SWaMFEST

program support sponsorship of $5,000 t o be used for the benefit of t he SWAMFest

event. The sponsorship w ill be paid annually with in ninety (90) days of Effective Date of

this Agreement and each anniversary thereof. Remittance instructions will be provided

by Vi rginia Tech each year.

ACCEPTANCE

For Virginia Polytechnic Inst itute and Stat e For VWR Intern ational, LLC:

University:

~f}~s@ Q-""'Si-~ .... ;,.,..~~ ...... ~· ..... f"":"""n"'-~--------y, I/£/,?~~ senio, vice Pcesi dent

Printed Tit le Printed Tit le

D~ l0·~;J _oe_c_em_b_e_r_1_s ._ 20_1_7 _____ _

Dat e Date

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ATIACHMENT (A)

GENERAL TERMS AND CONDITIONS

References to "Contractor'' within these General Terms and Conditions shall be interpreted to mean VWR. References to the "contract" within these General Terms and Conditions shall be Interpreted to mean the Agreement between Virginia Tech and VWR effective December 1, 2017.

1. ANTI-DISCRIMINATION: Contractor certifies to the Commonwealth thatthey will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians with Disabilities Act, the Americans with Disabilities Act, and Section 2.2-4311 of the Virginia Public Procurement Act. If the award is made to a faith-based organization, the organization shall not discrimlnate·against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious bellef, refusal to participate in a religious prattice, or on the basis of race, ·age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith­based organization segregates public funds into separate accounts, only the accounts and programs funded with publicfunds shall be subject to audit by the public body. (Code of Virginia,§ 2.2-4343.1 E).

In every contract over $10,000, the provisions In A and B below apply:

A. During the performance of this contract,.the Contractor agrees as follows:

1) The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there Is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth' the provisions of this

nondiscrimination clause.

2) The Contractor, in all sollcltations or advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer.

3) Notic~s, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this Section.

B. The Contractor will include the provisions of A. above in every subcontract or purchase order over $10,000, so that the provisions will be.binding upon each subcontractor or vendor.

2. ANTITRUST: By entering into a contract, the Contractor conveys, sells, assigns, and transfers to Virginia Tech and the Commonwealth of Virginia all rights, title and interest in and to all causes of the action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by Virginia Tech and the Commonwealth of Virginia under

said contract.

3. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought In the courts of the Commonwealth. The Contractor shall comply with applicable federal, state and local laws and regulations.

4. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the Contractor in whole or in part without the written consent of Virginia Tech (except that Contractor may assign this Agreement to a parent, subsidiary

or successor corporation upon notice to Virginia Tech}.

5. CHANGES TO THE CONTRACT: Changes can be made to the Contract In any one of the following ways:

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A. The parties may agree In writing to modify the scope of the contract. An increase or decrease in the price of

the contract resulting from such modification shall be agreed to by the parties as a part of their written

agreement to modify the scope of the contract.

B. Virginia Tech may order changes within the scope of the contract at any time by written notice to the Contractor. Changes within the scope of the contract include, but are not limited to, things such as the

method of packing or shipment and the place of delivery or Installation. If deemed acceptable and valid by

Contractor, then the Parties shall record the changes within a mutually agreed writing and Contractor shall

comply with the notice upon execution of the mutually agreed writing. The Contractor shall be compensated

for any additional costs incurred as the result of such order and shall give Virginia Tech a credit for any savings.

Said compensation shall be determined by one of the following methods:

1) By mutual agreement between the parties in writing; or

2) By agreeing upon a unit price or using a unit price set forth In the mutually executed contract, If the work to be done can be expressed In units, and the Contractor accounts for the number of units of work

performed, subject to Virginia Tech's right to audit the Contractor's records and/or to determine the

correct number of units Independently; or

3) By orderlngthe Contractor to proceed with the work and to keep a record of all costs Incurred and savings

r~allzed, only if In accordance with Contract Scope of Work. A markup for overhead and profit may be

allowed If provided by the contract. The same markup shall be used for determining a decrease In price

as the result of savings realized. The Contractor shall present Virginia Tech with all vouchers and records

of expenses Incurred and savings realized. Virginia Tech shall have the right to audit the records of the Contractor as it deems necessary to determine costs or savings. Any claim for an adjustment In price

under this provision must be asserted by written notice to Virginia Tech within thirty (30) days from the

date of receipt of the written order from Virginia Tech. If the parties fail to agree on an amount of

adjustment, the question of an increase or decrease In the contract price or time for performance shall be resolved In accordance with the procedures for resolving disputes provided by the Disputes Clause of

this contract or, if there Is none, In accordance with the disputes provisions of the Commonwealth of

Virginia Purchasing Manual for Institutions of Higher EducatJon and Their Vendors. Neither the existence

of a claim or a dispute resolution process, litigation shall excuse the Contractor from promptly complying with the changes ordered by Virginia Tech if In accordance with the performance of the contract.

6. CLAIMS: Contractual claims, whether for money or other relief, shall be submitted in writing to the Director of Procurement, Procurement Department, North End Center, Suite 2100, Virginia Tech, 300 Turner Street NW,

Blacksburg, Virginia 24061, no later than sixty (60) days after final payment; however, written notice of the

Contractor's Intention to file such claim shall have been given at the time of the occurrence or beginning of the

work upon which the claim Is based. Nothing herein shall preclude a contract from requiring submission of an

invoice for final payment within a certain time after completion and acceptance of the work or acceptance of the

goods. Pending claims.shall not delay payment of amounts agreed due In the final payment (Cade of Virginia, Section 2.2-4363). A contractor may not Institute legal action prior to receipt of the Director of Procurement

decision on the claim, unless that office falls to render such decision within thirty (30) days. The decision ofthe Director of Procurement shall be final and conclusive unless the contractor, within six (6) months of the date of the final decision on the claim, Institutes legal action as provided In the Code of Virginia, Section 2.2-4364.

7, COMMONWEALTH OF VIRGINIA PURCHASING MANUAL FOR INSTITUTIONS OF HIGHER EDUCATION AND THEIR

VENDORS: This contract is subject to the provisions of the Commonwealth of Virginia Purchasing Manual for Institutions of Higher Education and Their Vendors and any revisions thereto, which are hereby Incorporated into

this contract in their entirety. A copy of the manual Is available for review In the Virginia Tech Procurement

Department or by accessing URL https://vascupp.org/hem.pdf.

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8. CONFLICT OF INTEREST: Virginia Tech is a public university, subject to the laws of the Commonwealth of Virginia. Among these is the State and Local Government Conflict of Interests Act (The Act). The Act can be accessed via http://leg1.state.va.us/cgi-bin/legp504.exe?000+cod+2.2-3100. By entering into this contract, the Contractor certifies that it is in full compliance with the provisions ofThe Act as to this RFP.

9. CONTRACT PARTICIPATION: Any public body, public or private health or educational institutions, or Virginia Tech's affiliated corporations and/or partnerships may access any resulting contract/purchase order If authorized

by the contractor.

Participating entities shall place their own order(s) directly with the Contractor and shall fully and Independently administer their use of the contract/purchase order to include contractual disputes, invoicing and payments without direct administration from Virginia Tech. Virginia Tech shall not be held liable for any costs or damages Incurred by any other participating entity as a result of any authorization by the Contractor to extend the contract/purchase order. It is understood and agreed that Virginia Tech is not responsible for the acts or omissions of any entity, and will not be considered in default of the contract/purchase order no matter the

circumstances.

10. DEBARMENT STATUS: By entering into this contract, the Contractor certifies that It is not currently debarred by the Commonwealth of Virginia from submitting bids or proposals on contracts for the type of goods and/or services covered by this contract, nor are they an agent of any person or entity that is currently so debarred.

11. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, Virginia Tech, after written notice, may procure them from other sources. This remedy shall be in addition to any other remedies which Virginia Tech may have. However, before Virginia Tech can procure goods from other sources, Contractor shall have ten (10) days from receipt of written notice to cure delivery failure.

12. DRUG'FREE WORKPLACE: In every contract over $10,000, the following provisions apply: During the performance of this contract, the Contractor agrees to (i) provide a drug-free workplace for the Contractor's employees; (II) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (Iii) state in all solicitations or advertisements for employees placed by or on behalf of the Contrac.tor that the Contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so

that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, 11drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a Contractor the employees of whom are prohibited from engaging In the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

13. EO/AA STATEMENT: If this contract is a covered government contract or subcontract, contractors and subcontractors shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.S(a) and 60-741.S(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or Individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

Virginia Tech does not discriminate against employees, students, or apf)licants on the basis of age, color1 disability, gender1 gender Identity, gender expression, national origin, political affiliation, race, religion, sexual

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orientation, genetic information, or veteran status; or otherwise discriminate against employees or applicants

who inquire about, discuss, or disclose their compensation or the compensation of other employees, or applicants; or any other basis protected by law.

For Inquiries regarding non-discrimination policies, contact the Office of Equity and Access at 540-231-2010 or

Virginia Tech, North End Center, Suite 2300 (0318), 300 Turner St. NW, Blacksburg, VA 24061.

14. ETHICS IN PUBLIC CONTRACTING: By entering Into this contract, the Contractor certifies that Its proposal was

made without collusion or fraud and that they have not offered or received any kickbacks or inducements from

any other offerer, supplier, manufacturer or subcontractor in connection with their proposal, and that they have

not conferred on any public employee having official responsibllity for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised unless consideration of substantially equal or greater value was exchanged.

15. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION: The eVA Internet electronic procurement solution, web site portal www.eva.state.va.us. streamlines and automates government purchasing activities in the

Commonwealth. The portal is the gateway for vendors to conduct business with state agencies and public bodies.

All vendors desiring to provide goods and/or services to Virginia Tech should participate in the eVA Internet e­

procurement solution either through the eVA Basic Vendor Registration Service or eVA Premium Vendor

Registration Service.

16. IMMIGRATION REFORM ANO CONTROL ACT OF 1986: The Contractor certifies that it does not and will not

during the performance of this contract employ llleg~I alien workers or otherwise violate the provisions of the

federal Immigration Reform and Control Act of 1986.

17. INDEMNIFICATION: . Contractor agrees to Indemnify, defend and hold harmless Virginia Tech and the

Commonwealth of Virginia and their officers, agents, and employees from any third party claims, damages and

actions of any kind or nature whether at law or In equity, arising from or caused by the wrongful or negligent act or omission by the contractor, provided that such liability Is not attributable to the negligence,ofVlrginia Tech or

failure of Virginia Tech to us~ the materials, goods, or equipment In the manner already and permanently described by the contractor on the materials, goods or equipment.

18. INDEPENDENT CONTRACTOR: The· contractor shall not be an employee of Virginia Tech, but shall be an

Independent contractor.

Nothing in this agreement shall be construed as authority for the contractor to make commitments which shall

bind Virginia Tech, or to otherwise act on behalf of Virginia Tech, except as Virginia Tech may expressly authorize

In writing.

19. NONOISCRIMINATION OF CONTRACTORS: An offeror or contractor shall not be discriminated against In the

sollcitatlon or award of this contract because of race, religion, color, sex, national origin, age, disability, faith

based organizational status, any other basis prohibited by state law relating to discrimination In employment or because the offerer employs ex-offenders unless the state agency, department or Institution has made a written

determination that employing ex-offenders on the specific contract Is not in Its _best interest. If the award of this contract is made to a faith-based organization and an Individual, who applies for or receives goods, services, or

disbursements provided pursuant to this contract objects to the rellgious character of the faith-based organization from which the Individual receives or would receive the goods, services, or disbursements, the

public body shall offer the Individual, within a reasonable period of time after the date of his objection, access

to equivalent goods, services, or disbursements from an alternative provider.

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20. PARKING PERMITS: Virginia Tech Parking Services requires the purchase and display of a parking permit for all

vendor/business/contractor vehicles, privately and company owned, that park on campus. The cost of the permit

is the same as the faculty/staff permit. Permit options include one year, six months, three months, summer, or day. Permits are available through application at Virginia Tech Parking Services, 455 Research Center Drive,

Blacksburg, Virginia 24061. Additional Information Is available at http://www.parking.vt.edu\vbc.htm or by

calling Parking Services at (540) 231-3200.

21. PAYMENT:

A. TO PRIME CONTRACTORS:

1) Invoices for items ordered, delivered and accepted shall be submitted by the Contractor·directly to the

payment address shown on the purchase order/contract. All Invoices shall show the Virginia Tech or state

contract number and/or purchase order number; social security number (for individual contractors) or the federal employer Identification number (for proprietorships, partnerships, and corporations).

2) Payment .terms are 30 days from date of invoice. Any payment terms requiring payment in less than 30

days will be regarded as requiring payment 30 days after date of invoice or delivery, whichever occurs

last,. This shall not affect offers of discounts for payment in Jess than 30 days, however.

3) All goods or services provided under this contract or purchase order, that are to be paid for with public funds, shall be billed by the Contractor at the contract price, regardless of which public agency is being

billed.

4) the following shall be deemed to be the date of payment: the date of postmark In all cases where payment

is made by mail, or the date of offset when offset proceedings have been instituted as authorized under

the Virginia Debt Collection Act.

5) Unreasonable Charges. Under certain emergency procurements and for most time and material

purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, contractors should be put on notice that final payment in full is contingent on a determination of

reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be

researched and challenged, and that portion of the invoice held in abeyance until a settlement can be

reached. Upon determining that invoiced charges are not reasonable, the Commonwealth shall promptly notify the contractor, in writing, as to those charges which It considers unreaspnable and the basis for the determination. A contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, § 2.2-4363).

B) TO SUBCONTRACTORS: The Parties mutually agree that the Contractor does not utilize subcontractors,

however, should subcontractors apply the parties agree as follows:

1) A contractor awarded a contract under this solicitation is hereby obligated:

a) To pay the subcontractor(s) within seven (7) days of the contractor's receipt of payment from the Commonwealth for the proportionate share of the payment received for work performed by the

subcontractor(s) under the contract; or

b) To notify Virginia Tech and the subcontractor(s), in writing, of the contractor's Intention to withhold

payment and the reason.

The contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month

(unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that I I

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remain unpaid seven (7) days following receipt of payment from the Commonwealth, except for amounts

withheld as stated in b) above. The date of malling of any payment by U.S. Mall ls deemed to be payment to

the addressee. These provisions.apply to each sub-tier contractor performing under the primary contract. A

contractor's obligation to pay an Interest charge to a subcontractor may not be construed to be an obligation

of the Commonwealth.

22. PRECEDENCE OF TERMS: Intentionally Omitted.

23. PUBLIC NOTICE OF AWARD: Public notice of the purchase order/contract award will be publicly posted on the

DGS/DPS eVA web site www.eva.state.va.us.

24. QUALIFICATIONS OF OFFERORS: Intentionally Omitted.

25. SMALL, WOMEN, AND MINORITY-OWNED (SWAM) BUSINESS SUBCONTRACTING AND EVIDENCE OF

COMPLIANCE:

A. Where It ls practicable for any portion of the awarded contract to be subcontracted to other suppliers, the Contractor is encouraged to offer such business to small, women, and/or minority-owned (SWAM) business. If SWAM subcontractors are used, the contractor agrees to report the use of SWAM subcontractors by providing Virginia Tech at a minimum the following Information: name of firm, SBSD SWAM certification number, phone number, total dollar amount subcontracted, category type (small, women, or minority-owned), and type of product/service provided. Note that SWAM vendors MUST be certified with the Virginia Department of Small Business and Supplier Diversity (SBSD) http://www.sbsd.virginla.gov. ·

B. Definitions: 1. Small business - An Independently owned and operated business which, together with affiliates, has

250 or fewer employees or average annual gross receipts of $10 million or less averaged over the previous three years. Virginia Department of Small Business and Supplier Diversity (SBSD) certified women-owned and minority-owned business shall also be considered small business when they have received SBSD small business certification.

2. Women•owned business-A business·concern that is at least 51% owned_ by one or more women who are U. s. citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership interest ls owned by one or more women who are citizens of the United States or non-citizens who are in full compliance with the United States Immigration law, and both the management and daily business operations are controlled by one or more women who are U .. s. citizens or legal resident aliens.

3. Minority-owned business - A business concern that ls at least 51% owned by one or more minority lndlvlduals (see Section 2.2-1401, Code of Virginia) or In the case of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership Interest In the corporation, partnership, or limited llablllty company or other entity Is owned by one or more minority Individuals and both the management and daily business operations are controlled by one or more

minority Individuals. 4. Minority individual - means an individual who Is a citizen of the United States or a non-citizen who ls

in full compliance with United States Immigration law and who satisfies one or more of the following

definitions: a. "African American" means a person having origins In any of the original peoples of Africa and who

Is regarded as such by the community of which this person claims to be a part. b. "Asian American" means a person having origins In any of the orlglnal peoples of the Far East,

Southeast Asia, the Indian subcontinent, or the Pacific Islands, Including but not limited to Japan, China, Vietnam, Samas, Laos, Cambodia, Taiwan, Northern Marinas, the Phlllpplnes, a U. S. territory of the Pacific, India, Pakistan, Bangladesh, or Sri Lanka and who Is regarded as such by the community of which this person cl alms to be a part.

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c. "Hispanic American" means a person having origins in any of the Spanish-speaking peoples of Mexico, South or Central America, or the Caribbean Islands or other Spanish or Portuguese cultures and who is regarded as such by the community of which this person claims to be a part.

d. 11Native Amerlcan11 means a person having origins in any of the original peoples of North America and who is regarded as such by the community of which this person claims to be a part or who is recognized by a tribal organization.

C. Ail Small, Woman-owned, Minority-owned and Disabled Veteran-owned businesses who meet the definition established by the Code of Virginia as certifiable are strongly encouraged to obtain certification with the Virginia Department of Small Business and Supplier Diversity (SBSD).

26. TAXES: Sales to Virginia Tech and the Commonwealth of Virginia are normally exempt from State sales tax, State sales and use tax certificates of exemption, Form ST~12, will be issued upon request. Deliveries against this contract shall be free of Federal excise and transportation taxes. The Commonwealth's excise tax exemption

registration number is 54-73-0076K.

27. TESTING AND INSPECTION: Virginia Tech reserves the rlght:to conduct any test/inspection It may deem advisable to assure supplies and services conform to the specification. All test/inspection criteria shall be mutually agreed to between Virginia Tech and Contractor. Accordingly, acceptance testing compliance Is to be measured with published specifications, with testing in accordance with industry standards.

28. TRANSPORTATION AND PACKAGING: Intentionally Omitted.

29. USE OF BRAND NAMES: Unless otherwise providecl in this contract; the name of a certain brand, make or manufacturer does not restrict the Contractor to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired. Any article which Virginia Tech In its sole discretion determines to be equal of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The Contractor is responsible to clearly and specifically indicate the product being offered and to provide sufficient descriptive literature, catalog cuts and technical detail to enable Virginia Tech to determine if the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make or manufacturer specified. Unless the offerer clearly indicates in its proposal that the product offered is an "equal" product, such proposal will be considered to offer the brand name product referenced in the contract.

30. LIMITATION OF LIABILTIY:

Contractor will not be liable for any consequential, incidental, special, punitive or other indirect damages, and Contractor's total aggregate liability to Virginia Tech under the Agreement arising at any time including, without limitation, from the sale or use of the products, shall be an amount equal to the price paid for the Products in respect to which such damages arise, not exceed one million dollars ($1,000,000). These limitations apply whether the liability is based on contract, tort, strict liability or any other theory. Notwithstanding anything to the contrary contained herein, the exclusions and limitations of liability contained In this section shall not apply to: (i) Contractor's indemnification obligations under this Agreement or (Ii) personal injury, Including death, and damage to tangible personal property caused by Contractor's gross negligence, willful or Intentional misconduct or those of its employees, agents or subcontractors.

ADDITIONAL TERMS AND CONDITIONS:

A. ADDITIONAL GOODS AND SERVICES: Virginia Tech may acquire other goods or services that the supplier provides other than those specifically solicited. For clarity, services are defined as work performed by employees or subcontractors of Vendor for Virginia Tech in accordance with a mutually agreed Scope of Work ("SOW") document. Virginia Tech reserves the right, subject to mutual agreement, for the Contractor to provide additional goods and/or services.under the same pricing, terms and conditions and to make modifications or enhancements to the existing goods and services. Such additional goods and services may

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include other products1 components, accessories, subsystems, or related services newly introduced during the term of the Agreement.

B. ADVERTISING: No indication of such sales or services to Virginia Tech will be used in product literature or advertising. The Contractor shall not state in any of the advertising or product literature that the Commonwealth of Virginia or any agency or Institution of the Commonwealth has purchased or uses its products or services.

C. AUDIT: The Contractor hereby agrees to retain all books, records, and other documents relative to this contract for two (2) years after final payment. Virginia Tech, its authorized agents, and/or the State auditors shall have full access and the right to examine any of said materials during said period at its own expense, provided, the scope of any audit shall be mutually agreed in writing prior to commencement of audit activity. Subject to public disclosure laws, the information obtained by Virginia Tech in examining Contractor's accounting books and records shall not be disclosed to third parties without Contractor's prior written consent and the execution of appropriate non-disclosure documents.

D. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that Virginia Tech shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement.

E. CANCELLATION OF CONTRACT: The contract may be terminated by either party, without penalty, upon 60 days' written notice to the other party. Any contract cancellation notice shall not relieve the Contractor of the obligation to deliver aad/or perform on all outstanding orders issued prior to the effective date of cancellation.

F. INSURANCE:

By signing and submitting a proposal under this solicitation, the Contractor certifies it will have the following

insurance coverages at the time the work commences. Additionally, it will maintain these during the entire term

of the contract and that all Insurance coverages will be provided by insurance companies authorized to sell

Insurance in Virginia by the Virginia State Corporation Commission.

During the period of the contract, Virginia Tech reserves the right to require the Contractor to furnish certificates

of insurance for the coverage required.

INSURANCE COVERAGES AND LIMITS REQUIRED:

A. Worker's Compensation - Statutory requirements and benefits.

B. Employers Liability- $100,000.00

C. General Liability- $500,000.00 combined single limit. Virginia Tech and the Commonwealth of Virginia shall

be named as an additional insured with respect to goods/services being procured. This coverage Is to include

Premises/Operations Liability, Products and Completed Operations Coverage, Independent Contractor's

Liability, and Personal Injury Liability.

D. Automobile Liability - $100,000.00

G. NOTICES: Any notices to be given by either party to the other pursuant to any contract resulting from this solicitation shall be in writing, hand delivered or mailed to the address of the respective party at the following address

If to Contractor:

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VWR International, LLC

100 Matsonford Road, Ste. 200

Radnor, PA 19087

Attention: President

With a copy to:

VWR International, LLC

100 Matsonford Road, Ste. 200

Radnor, PA 19087

Attention: Legal Department

If to Virginia Tech:

Virginia Polytechnic Institute and State University (Virginia Tech)

Attn: Patricia Mulliris, Assistant Director of Procurement for Research Support

Procurement Department (MC 0333)

North End Center, Suite 2100

300 Turner Street NW

Blacksburg, Virginia 24061

and

Virginia Higher Education Procurement Cooperative

Attn: Mr. Ryan Balber, Director

University of Virginia

1001 N. Emmet St

PO Box 400202

Charlottesville, VA 2290

H. DELIVERY. FOB Destination (Freight included in price). This Is Inclusive of dry ice and hazardous material charges .and any fuel surcharges. The Contractor should use commercially reasonable efforts to maintain an Inventory sufficient to make delivery to VirginiaTech within two (2) working days from the date the order was placed. All products will be delivered on the next business day. Special orders and Items from third party providers are

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excluded from the next business day delivery requirement. The Contractor shall deliver to all receiving docks or Inside delivery as designated by VlrglniaTech.

"Non-standard transportation" charges may be specifically authorized by Virginia Tech for shipments that require special handling. An example would be one-time service for a large Item of equipment that requires special carriers and transportation equipment for delivery.

I. WARRANTY. All Catalog Products purchased under this contract will minimally include the Original Equipment Manufacturers warranty and will pass directly to Virginia Tech for a term equal to the warranty period stated in the manufacturer's warranty literature. Non-conforming or defective Catalog Products which fail after acceptance and installation will be covered under warranty. The decision to replace such Products, credit the University's account for all amounts paid with respect to the defective or non-conforming Product or accept warranty repair will be at the sole discretion of Virginia Tech, except in the event Virginia Tech falls to provide timely notice to the Contractor of Product failure and return the Product to Contractor. The Contractor .should provide a toll-free number for requests for warranty service for all equipment sold under the contract. Any maintenance agreements available from the Contractor should be provided to Virginia Tech as an option and priced as discounted off list price. The liability of Contractor under this limited warranty will not extend to any Products that are abused, altered or misused by University or any other persons or entities or that become defective or non-conforming through the actions or inaction of University or any other persons or entities. For the sake of clarity, for all other Products, including non-catalog Products, Contractor shall use reasonable efforts to assist Virginia Tech In obtaining sellers' and manufai:turers'warrantles applicable to the Products sold to Virginia Tech hereunder, consistent with the warranties obtained from such sellers and manufacturers by Contractor.

CONTRACTOR HEREBY.DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, OR GUARANTEES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS, OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

J. SEVERAL LIABILITY: Virginia Tech will be severally liable to the extent of its purchases made against any contract resulting from this solicitation. Applicable entities described herein will be severally liable to the extent of their purchases made against any contract resulting from this solicitation.

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Attachment (B1) E&I ENROLLMENT AND GENERAL PROGRAM TERMS AND

V\NRCfPJ CObaIONS

- - -Cooperative Seivlces

PROGRAM OVERVIEW

Benefit Description

VWR provides a series of systems-related products and services designed to

Scope of Agreement streamline and assist with its ordering process. The high level of service that Participants (defined below) can rely on with VWR means they will realize true savings through lower cost of acquisition.

VWR brings to E&I Its' capabilities as a leading, worldwide distributor of laboratory supplies and equipment, clean room (controlled environment) supplies, chemicals, lab animal science, laboratory furniture and safety supplies. Through

Description of Product or· service a combination of strategic partnerships with world-respected manufacturers and continuous improvement of systems and services, VWR supplies over 1,000,000 products to the scientific community while achieving service levels of greater than 95%.

Laboratory supplies, life science tools, chemicals, media, chromatography Products Covered equipment, furniture, safety, production, laboratory animal supplies, and

cleanroom products.

VWR provides competitive pricing on its broad product offering through firm Competitive Pricing pricing, general discounts, access to special manufacturer pricing and 3"' party

sources.

VWR and E&I are offering the following tiered levels of participation for eligible Tiered Participation Levels participants to select, each offering unique Incentives and pricing benefits: Core,

Preferred, and Primary with incentives within some of the levels

Purchasing Process VWR accepts order placement by phone, fax, Internet, regular or blanket purchase order, P-card, or any major credit card. Customer service is available by calling 1-800-932-5000.

New laboratory development support, including equipment demo, trial usage,

New Lab Start-up Program manufacturer in-service, and technical consultation are part of this Agreement. The new laboratory start-up program also Includes lab design assistance, furniture sales and installation, leasing program, and support of VWR specialists (biotechnology, Internet, lab design and safety).

Sales Support VWR has dedicated, trained and local VWR sales representatives to assist with sales and support.

Toll-free number (800-932-5000) to experienced and well-trained customer Service Support service representatives available between the hours of 8:00 am - 8:00 pm

Eastern (5:00 am - 5:00 pm Pacific), Monday-Friday.

Upon request, comprehensive Key Performance Indicators (KPI) analyses,

Reporting broken down by E&I total Participant spend, or lndivid_ual Participant, to capture such data as spend analysis, vendor performance, order analysis and third party _ ordering.

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VVVR~ Benefit Description

VWR International LLC 100 Matsonford Rd, Ste 200, Box 6660

VWR Company Address Radnor, PA 19087 Attn: GPO Management Fax: 484-881-6573Federal Tax ID No: 56-2445503 [email protected]

Portfolio Support Executive Jennifer Nisbet, Portfolio Support Executive Office: 559-292-4892 Mobile: 559,681-3039 [email protected]

E&I Contacts Contract Sponsor Laura Perin, National Category Director, Scientific Office: 913-706-3100 [email protected]

IV@YJ'ii@J ~1)(@1ll, @"ilT!11l11U1llli1i1l@J ("tJw l!W!l lll!J;>;i' .&®!il

Er~ I Cooperatlv11 ~ Services

'

1. ©!!T,ircI~ *1fJ1 11,J~.~J .:j.)J':./kl l,;Jl\ffl li:!Elj)1 J&:J>tl,tl\,t,J '(l•J 1•J•,,lr.9•)fl!l>Ji .«• fl 1 J ,H JJir , I ,, tl.•:h• • 111li!P.t,M• u1l,.1<:l YJ,Jlfol Jl •;llJp}i@~-'/fJ}IJt) ,Jr l,i1.1:, 11li,•MJ!ij 11.R llmJh·J th lPlilt,ftMo~·, .c,J1trl

,'?. ©.rrt111JlifuJ 1ija 111 ;~H"'.IJYI! l :l .. ,<lfr. •. ,mef1 ll't1ill~11~-llto1r1 liillj!If/Jw®ll11.,,Irl! ~ .er, , //'tiiJI r,l,i m fIIJ!ffemlflflllJN<J•";j • }-JP;,

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V\NR~ GENERAL PROGRAM TERMS AND CONDITIONS

E'-1 COOJ1era11ve M Serv1m

Except as otherwise provided under this Section (General Program Terms and Conditions), VWR's standard terms & conditions of product sale and/or services, as applicable, as published on www.vwr.com, and as may be amended from time to time without notice, shall prevail as the terms of this E&I/VWR Agreement (the 'Agreement') for the purchase and sale of product between VWR and Participant (the 'Terms'). Both parties acknowledge and agree that the details provided in the "Program Overview" section above describe the general capabilities of VWR and the Program, and are not part of the Terms. The purchase of products and services under this Agreement shall be governed only by the Terms, notwithstanding any inconsistent or preprinted terms or conditions appearing elsewhere.

1. Term. July1,2007-June30,2018.

2. Tiered Levels of Participation. Each eligible participant will have the option of enrolling as a Core, Preferred, or Primary Participant. Once enrolled, Participant will receive the incentives outlined in Attachment A (VWR/ Participant Level Incentives) by meeting the requirements outlined in Attachment B (VWR/ Participant Level Requirements). VWR. will determine the eligibility of the Participant in meeting the tiered level requirements at the end of each calendar year.

3. Products. Products consist of the VWR General Catalog Items, Market Basket Products, Products from 3n1 Party Sources, and Hat List products described herein.

4. Pricing. Pricing for products not a part of the pricing program is to be based on the current list price of the product at the time.of order placement, unless the product is a part of Participant's Hot List or Market Basket (described below).

a. Hot List Pricing. Each Participant has access to a 'Hot List" of products representing their high volume products depending on their level of commitment. These products will be priced specifically for that Participant, and maintained for that Participant, to drive best cost at highest volume products. VWR may amend the Hot List after quarterly review of Participant's cumulative purchases under the Agreement ta provide for the inclusion of additional products and removal of discontinued or infrequently ordered products, subject to the mutual agreement of the Participant and VWR. At a minimum, VWR will review the Hot List annually beginning in November of each new calendar year based on total purchases under this Agreement and will make recommendations for updating the Hot List to the Participant. The prices for Hot List products shall remain firm and unchanged throughout each calendar year of this Agreement.

b. Market Basket Pricing. Each Participant has access to a generalized Market Basket covering tap products in the Education and Medical Research Sector. This special net pricing is available to Core Participants (1200 items), Preferred Participants (2,500 items) and Primary Participants (5000 items). The prices for Market Basket products shall remain firm and unchanged throughout each calendar year of this Agreement.

c. Discount Schedule. The E&I General Discount Schedule shall remain firm for the term of this Agreement, unless a change is beneficial to the Participants and is mutually agreed upon by E&I and VWR.

d. Special Manufacturer Pricing Agreements. Special E&I pricing agreements will be implemented with the following manufacturers: BD Biosciences, Corning, EMD Chemicals, Greiner, Avantor/Mallinckrodt Baker, Mediatech, Microflex, Nalge Nunc, Pall, and Axygen. Additional manufacturers will be added as new prices are negotiated. The intent of these manufacturer pricing agreements is to use E&I and VWR's collective negotiating power to provide the Participants the benefit of more competitive prices from key high volume · manufacturers. When this pricing exists, it shall be governed by the terms set by the manufacturer. Should this pricing expire without renewal by the manufacturer, price to customer shall be determined from the General Discount Schedule, unless added to the Hot List.

5. Customization. Flexibility for Participants to add their high-volume products to the Hot List.

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DocuSign Envelope ID: OE144BE7-2A42-4156-85F0-1CEFBFAB3E38

V'WR~ E'~I Cooperative M Services

6. Payment Terms. Payment terms for Participant are (i) individual Invoices, net thirty (30) days from date of Invoice, or (ii) summary invoices, due ten (10) days from receipt of invoice.

7. Minimum Order Requirement. There will be no minimum order requirement for any order.

a. Freight/ FOB. All products will be shipped F.O.B. Destination, freight prepaid by VWR. There may be a minimal Fuel Surcharge, based on the published US Department of Energy Diesel Price Index. There are no dry ice shipping and hazardous material charges. Exceptions to the above are carrier fees (e.g., capital equipment requested to be delivered to the lab, 55-gallon drums, live materials, emergency orders and all orders shipped outside of the continental United States (Alaska, Hawaii, and Puerto Rico included), air

. freight, and rush deliveries, which will be shipped F.0.8. Shipping Point, freight prepaid and added.

9. Next Day Delivery. Orders placed by 12:00 pm (local time) for inventoried products are shipped same day to Participants located in major metropolitan areas.

10. Product Return Policy. No re-stocking fee will be assessed for any return of VWR inventoried catalog products if returned within sixty (60) days in its original container, with proper packing material and in resalable condition. Products which are delivered directfrom the manufacturer will not be assessed a re-stocking fee if the manufacturer waives the fee to VWR. Substances determined to be highly volatile are not returnable under any circumstances. All products approved for return will be picked up within five (5) working days of the date the return authorization is issued by VWR. Products under $100 in cost will not be required to be returned, and will be credited with prior approval through appropriate VWR procedure.

11. 828 Incentives. This Agreement is available through Implementation on the E&I Marketplace. Additionally, Participants who implement the E&I enabled SciQuest platform are entitled to a 'free' enablement of a VWR punchout catalog through this Agreement. Specific terms related to price files and price dates tied to any 828 enablement may be established on a case-by-case basis.

12. Membership Status. Participants shall be in good-standing with E&I. Eligible participants shall individually have rights to purchase Products from VWR under the Program. The rights and obligations of each Participant with VWR shall be individual and separate and not joint. E&I and VWR may, from time to time, agree to·amendments that alter the Program's benefits, and in such cases, Participants will receive the altered benefits, subject to the Participants' right to termination described above.

13. Enrollment. Eligible participants are encouraged to review with VWR the Incentives and requirements outlined in Attachments A and 8, respectively, to ascertain their specific level of qualification based on purchase history. Eligible participants will enroll in this Agreement by completing, signing and returning an E&I Letter of Participation, attached hereto as Attachment C {E&I Letter of Participation).

14. Confidentiality • .Participant shall treat the terms and conditions of this Agreement and any pricing information as confidential.

15. Termination. Both Participant and VWR may terminate this Agreement for convenience with thirty (30) days written notice to the non-terminating party. In the event of any termination or expiration of this Agreement, Participant shall be billed Immediately for products shipped through the effective date of such termination or expiration.

[The remainder of this page intentionally blank.]

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VWR~ ATTACHMENT A

VWR/ PARTICIPANT LEVEL INCENTIVES CONTRACT PROGRAM TYPE Core Preferred Primarv

Access to VWR General Catalog Products Access to VWR General Catalog Products Access to VWR General Catalog Products ACCESS through Discount schedule through Discount schedule through Discount schedule

Access to general market basket covering top Access to general market basket covering top Access to general market basket covering top

MARKET BASKET 1,200 items purchased in the Education and 2,500 items purchased in the Education and 5,000 items purchased in the Education and Medical Research space Medical Research space Medical Research space

Access to institutionalized "Hot List" of up to 300 Access to institutionalized "Hot Lisr of up to Access to institutionalized "Hot List" of up to 500 MEMBER HOT LIST items 400 items items

3RDPARTY Access to VWR 3rd Party Source Providers Access to VWR 3rd Party Source Providers Access to VWR 3rd Party Source Providers

Competitively Bid Lab Equipment, Supplies and Competitively Bid Lab Equipment, Supplies Competitively Bid Lab Equipment, Supplies and LAB STARTUP Services and Services Services

VWR will negotiate on large capital equipment VWR will negotiate/match pricing from another VWR will negotiate/match pricing from another FURNITURE PROJECTS and furniture source on large capital projects source on large capital projects

Competitive, comprehensive discounts on VWR Competitive, comprehensive d iscounts on Competitive. comprehensive discounts on VWR CATEGORY DISCOUNTS Products VWR Products Products

Spend Analysis, Extensive business activity Spend Analysis, Extensive business activity and

SPEND ANALYSIS Spend Analysis, business and reporting available and reporting tools provided on a quarterly

reporting tools provided on a quarterly basis basis

FUEL CHARGE No Fuel Charges and free Air Freight as requested

Business Process Consulting (e.g. Stockroom Business Process Consulting (e.g. Stockroom Business Process Consulting (e.g. Stockroom CATALYST {VWR management consulting, coordination and staffing management consulting, coordination and management consulting, coordination and SERVICES) based on requirements and volumes) staffing based on requirements and volumes) staffing based on requirements and volumes)

E-CATALOG Enablement of SciQuest/ESM Catalog through Enablement of SciQuest/ESM Catalog through Enablement of SciQuest/ESM Catalog through

ENABLEMENT E&INWR ("no costj E&INWR ("no costj E&INWR ("no costj

Availability of ESM/E&I E-commerce Marketplace Availability of ESM/E&I E-commerce Availability of ESM/E&I E-commerce

B2B INCENnVE Marketplace Marketplace

Highly customized solutions based on the ADDmONAL SOLUnONS participant's goals

5 of7

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E&l~~e~~ Sourdl,r; Sim~ S-0\ll"llf..

ATTACHMENT B VWR/ PARTICIPANT LEVEL REQUIREMENTS

CONTRACT PROGRAM TYPE Core Preferred Primarv

ELIGIBILITY AND REQUIREMENTS Active E&I Membership Active E&I Membership Active E&I Membershio

Signed Core Letter of Participation by Signed Preferred Letter of Participation by Signed Primary Letter of Participation by authorized institution reoresentative authorized Institution reoresentative authorized institution reoresentative

Communication/designation of Core Communication/designation of Preferred Communication/designation of Primary Agreement award to user community Agreement award to user community (and to Agreement award to user community (and to (and to supplier community) supplier community) suoolier communiM

Projected volume where VWR represents Projected volume where VWR represents 85% 65% of available spend (marl<etshare reports of available spend (marketshare reports to be to be shared with VWR auarter1v • shared with VWR auarter1v •

VWR to be placed on e-shop platform and preferentially placed to direct purchasing VWR will be exclusive supplier for all traffic to VWR manufacturer suooorted pricina proarams

Competitors are to only have hosted catalogue on purchasing platform listing exclusives and their corporate brands only/no level 2 punchout

Full on campus access to VWR Associates • Suppliers available through VWR will not have a duolicate oresences on e-shop platforms *

Full on campus access to VWR Associates/Limited access to Fisher Life Technologies catalog on thee-shop platform will be limited to Life Technologies branded oroducls.

• Risk of being removed from program should marketshare and e-shoo reauirements are not met.

6 of 7

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.. .. DocuSign Envelope ID: OE1448E7-2A42-4156-85F0-1 CEF8FA83E38

-

Cooperative Services VWR ~ Sourcfnt, SCruttay. Sov/nf$.'

ATTACHMENT C E&I LETTER OF PARTICIPATION

Participant _______________________ _ Street __________________________ _ City ___________ _ State ___ _ Zip _______ _ Phone LJ, _____ Fax L), ______ Email _________ _

A. Upon the executed signature of this Letter of Participation by lhe signature parties below, ---------­('Participant') will become a Participant of the Agreement as a (i) Core ParticipantO; (ii) Primary ParticipantO; or (iii) Preferred Participant D (Check One). The annual spend for the products offered under this Agreement is approximately$ _____ _

8. The E&I Program Overview, outlining all services, terms and pricing of this Agreement, will be provided to Participant upon enrollment. Participant will receive the aforementioned services, terms and pricing for the duration of the Agreement, provided that Participant remains in good standing with E&I and Participant maintains an acceptable credit standing with VWR.

C. Pricing will be loaded for each Participant account specified below. Pricing will not be retroactive, and will supercede any existing pricing. PLEASE PROVIDE ALL ACCOUNT NUMBERS ON A SEP ARA TE EXCEL SPREADSHEET.

D. Participant hereby acknowledges and understands that the information contained in this Agreement, or any other information provided to Participant that Is contained in this Agreement, including, but not limited to pricing information, is proprietary and confidential. Participant thereby commits to treating such information as confidential, to the extent permitted by local, state and Federal laws, and will use reasonable efforts to safeguard the information and to prevent unauthorized, negligent or inadvertent disclosure thereof. Participant shall provide VWR with three (3) business days' notice, or the maximum amount permitted by law, prior to disclosing any VWR Information pursuant to a third party request for disclosure under federal or state freedom of information law(s) or regulation(s).

E. In the event that VWR's relationship with E&I expires or terminates, Participant shall be granted the same terms, and this Agreement shall continue to remain In full force and effect, unless terminated by either Party in accordance with Paragraph 15 of the Terms.

Signature, Authorized Participant Rep.

Name

Title

Date

Signature, Authorized VWR Designee

Name

Date

Start Date:

E&I Membership No:

Signature, Authorized E&I Designee

After all signatures are provided, fax or mail this completed participation form to:

VWR International LLC · Attn: E&I Contract 100 Matsonford Road, Suite 200, Box 6660, Radnor, PA 19087

Email: [email protected] Fax: 484-881-6573 Attn: Judy Lopez

Acct Contact info: Sales Rep: RM: AVP: Acct Nos: Affiliated institutions to be included in this agreement:

D Medical School D Medical Centers/Clinics D Branch Campuses D OlhP.r

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c. ,,. • JI

DocuSign Envelope ID: OE1448E7-2A42-4156-85F0-1CEF8FA83E38

ATTACHMENT (B2)

VIRGINIA TECH E&I ENROLLMENT FORM AND GENERAL PROGRAM TERMS AND CONDITIONS

(Applicable to Virginia Tech only)

Lcl!er of ParUcfpntlo:n / Virginie E&INWA: Supplier Agreement

lnotllutlon/Age,cy Namo \j l /1.~•~m e~L '!"lfCHeJ, '- :J:/'<rti"Tult' i [~ U "11'1'. Stroot i..-ro Sovn.,t..A-.--£ ca,-:"rN'l-.. City _12.L&.!;,.C J!,u,<.<.. Shlle </°Pc Zlp...2.<t~D~G=•-~~ Phonn{~-?.!il •lii?,'l-f Fax(~}.1.i}/.!..9.~ i.'li_ Emn11_~£.@..: \Ir. f;d iJ

A. Up:i11 l11e cxm:uled slgmilmc ol !his P;;.~iclpatlcn Foiru hy Ura si;natum panics lle!ow, .J l{lli.1.Jill- -r~l.H ('MEMEEn1 will become a parliclpaUng member cl Iha Virgin:a E:&UVWA Primary Suppfier Ag:ccimml ('PRIMARV,, underQ1e terms er lha \JWR/Eal/Univi!rnhyo! Virnini.'l Sub·Agrcomonl, e~ecu!cd Mny 0. 2009 1hn nnnU31 Gpand ror Inn p1011l1cia olft!rntl um!er tlllr; l!gr(!:(!mtml ls np~mm\a!ely s 1, ,v....

tl Priciug wirl bs loaded for MEMDER upcn roceip! o! ,U1i!i slgn1:d letter ol Partit:lpl!(it;Jn. Pricing will nol be ralro11c~vc., am! w~J svpercede uny ngmernunl which ruay Cllist h21w.!c:n !vEM8ER i!nd Wm. 011•,HICh MEMBER m;iybo cnlilll!ti lo occess lhrougn o.nol!mr :igrcomenl.

C. MEMBER 1ec;:ignil.Cs VWR lnlcmalion.11, LLC ('WJR1 us a prL1m.ry sur,pfinr nf. Jo.bomtory supplies, equ,'pm1m1, chc:micaL,;, 1nadla", tiafely. chornalography, lab an~na! research, U!l s~nce and ~'>-eduction Supplr;S cEslribtitcd by VWR under lhis J\gieemanl

n. Tua r,nrllos acitno1~!cdgo. Um I Iha conlalll!I C( PRIMAR't aro nol c~nlidenlial and will ba open !o lh!!. fn~pocUon cl any 1n1cre&!ed person, firm or cmpor.i~on, In ac:co1d.mca wi!h Um Vi!9lrli,1 Frcadom or lnlormaUcn /lJJl.

Signnlurc, Au\hotbctl lnsl!tullo-n~;;;stm\n\ive SigJaltJre, Au~ ~;i;:cd e&fof;;;-­

Nr-me b1/1r-c:fb? oc /!/t,'flliu1u ill!cmr

~:~---1fai2007_ ConlrMtAdmlnlslr.itor

6.,;-,us Leps-. ///1 Name

,? ~ "l,,I) ~ 0 'J Oat<?-'-------~-·

SlmtDale:

E&t Memborshlp No: (mu!i'I b11 filled In]

G1:1y JCe.mmennan, Dtrador ol Gan'!ral Prcducls

n, 1..Q,OC\ Dato ___ ~! _____ _

After nil slgnati.lres ore provided, fax. or mall lhla completed particlp111ion form to:

VWR lntematfonal 1310 Goshen Parlw1ay, West Ches1er1 PA 19380

Attn: E&I Contrac1'Adm!n1slratlon Fax: 610..241-:3448

Acct Contact info: Sales Rep: RM: AVP: Acct Nos: Alfmaled lnslllulions lo be included In lhis agrnemenl:

D Medical School -CJ Medical Cenle15/Cllnics D Branch Campuses CJ Olher

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DocuSign Envelope ID: OE1448E7-2A42-4156-85F0-1CEF8FA83E38

Attachment C

Casework, Fumehoods and Accessories - Capabilities Addendum

Specific Provisions

VWR will furnish and install both new and refurbished laboratory casework, fume hoods and

accessories on an as-_needed basis. Th_E!se services must be provided in a competent manner and at no

time adversely affect the daily operations of Virginia Tech (the University). VWR will demonstrate

flexibility In accommodating new and changing requirements, while providing reliable customer service

and.a product of proven stabili\V. VWR wlll provide services as specified and In accordance with all

applicable building and safety codes, local, state and federal standards, University project documents

(e.g. plans, specifications, etc.), and guidelines, and coordinate work around University schedules,

special events and holidays.

VWR wlll provide, but Is not limited to providing, the following Products.and Services:

A. Products

1. VWR will furnish laboratory casework, fume hoods, Work sur.fac~s-and accessories from

a single manufacturer, complete with accessories, trim, finish, fasteners and other

items/products needed for a complete installation, to maintain consistent quality,

construction, design, use and effect. These items/products ma·y include, bl.It are not

limited to:

a. Wood casework

b. Plastic laminate casework

c. Phenolic resin· casework

d. Steel casework

e. Stainless steel casework

f. Steel casework with wood or p-iam door & drawer fronts

g. Wood casework with steel shelves/drawers

h. Fully-engineered and tested adaptable furniture systems

i. Furniture to accommodate ADA requirements

j. Fully-engineered and tested mobile casework systems

k. Tablecbased systems

I. Plastic laminate, epoxy resin, phenolic resin, stainless steel, edge grain maple

and ceramic work surfaces

m. Bench-top and floor mounted fume hoodswith Underwriters Laboratories (UL)

1805 label

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·- (l) ' j,

DocuSign Envelope ID: OE1448E7-2A42-4156-85F0-1CEF8FA83E38

n. ADA compliant fume hoods

o. Filtered fume hoods

p. Specialty hoods (radioisotope, perchloric, demonstration, etc.)

q. Canopy hoods, snorkels and fume enclosures

r. Bio-safety cabinets

s. Acid storage cabinets and flammable liquid storage cabinets

t. laboratory service fixtures and accessories

u. Epoxy resin and stainless steel sinks and glassware drying racks

v. Laboratory gas fixtures, plumbing fixtures, faucets and fittings, complete with

installation accessories

w. Electrical fixtures, devices and fittings, complete with installation accessories

x. laboratory refrigerators, ice machines,. freezers, glasswashers

y. laboratory carts, shelving, racks and accessories to accommodate storage and

accessibility needs.

z. Walk-in cold rooms

2. VWR's equipment manufacturer must have a modern plant with proper tools, dies,

fixtures, and a skilled workforce to produce high-quality steel and/or wood laboratory

casework, fume hoods, work surfaces and accessoiies.

3. VWR will be fully responsible for shipping and incur shipping expense, retain title during

transit, and file damage claims as necessary.

B. services

VWRwlll:

1. Provide the following In a timely and professional manner:

a. Project design assistance,

b. Computer Aided Design ("CAD") plans, drawings and elevations for projects

(conceptual, construction and as-built),

c. Large scale plans, drawings and elevations of proposed projects (conceptual,

construction and as-built) for individual casework units, cross-sections, rough­

In and anchor placements, framing system details, locations of blocking and

reinforcements required for installation, tolerances and clearances, part

numbers, unit dimensions, relation of units to surrounding walls, .windows,

doors, and other building components for each project,

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• "'t I. DocuSign Envelope ID: OE1448E7-2A42-4156-85F0-1CEFBFA83E38

d. Product data/ submittals for specified casework, fume hoods and accessories.

The required data/ submittals wlll Include, but may not be limited to,

component dimensions, configurations, construction details, joint details and

attachments, performance and maintenance details, and utility and service

requirements,

e. Removal, refurbishment, and re-Installation of existing casework (provide in-fill

materials as required), and

f. Estimates for proposed goods and services with line item pricing.

2. Provide on-site project management personnel.

3. Provide factory-certified Installation personnel (certified by the manufacturer).

4. Conduct an on-site pre-installation conference with the University's designated

representative(s) to ensure all materials, casework, equipment and accessories needed

for project completion are present and free from defect prior to installation. The

University will coordinate the exact dates/ times of the pre-installation conference with

VWR. In the event of shortages and/or damage, VWR will provide a written corrective

action plan to the University's designated representative following the conference.

5. Coordinate construction activities with other building trades and project activities to

ensure an efficient and orderly installation. VWR will install casework, fume hoods,

equipment and/ or accessories in accordance with manufacturer1s written instructions

and drawings approved by the University's designated representative.

6. Schedule delivery of casework, fume hoods and accessories so that spaces are

sufficiently complete to accommodate installation immediately after deilvery.

7. Deliver, uncrate, set in place, install plumb, level, align, and securely anchor to the

building and adjacent casework and/ or equipment, all specified casework, work

surfaces, fume hoods, equipment and accessories. Filler strips will be scribed in place

for accurate fit with fasteners concealed where practical. Access panels wlll be easily

removable and include secure reattachment methods.

8. Install casework, fume hoods and accessories in compllance with Scientific Equipment

and Furniture Association (1'SEFA"} recommended practices and construction

documents.

9. Provide factory-testing of fume hoods after completing lnstallationto demonstrate

proper operation. Factory test hoods according to the American Society of Heating,

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DocuSlgn Envelope ID: OE144BE7-2A42-4156-85F0-1CEFBFA83E38

Refrigerating anil Air-Conditioning Engineers ("ASH RAE") standard to verify

performance. If any hood tested fails to perform as specified, field retest hoods as

directed by the University's designated representative to ensure proper performance.

VWR will coordinate all testing with the University's environmental health and safety

office.

10. Intentionally Omitted.

11. Ensure project/work sites are In such an orderly fashion as not to unduly interfere with

the progress of VWR's work, the work of other contractors, or University's facilities

personnel. VWR will assist in daily clean-up efforts of the project/work site, associated

staging areas and delivery paths. VWR will remove and dispose of debris and waste

materials in a lawful manner, and adhere to the University's procedures to prevent the

transmission of dust into adjacent areas.

12. Provide necessary protective measures to prevent damage of casework, fume hoods

and accessories from exposure to other construction activities. VWR will protect,

adjust, clean repair, remove and/ or replace finished surfaces as follows:

a. Protect from soiling and/ or damage during handling and installation with a

protective covering of polyethylene film or other suitable material,

b. Protect countertops, table tops, shelf and sink materials throughout the

construction period/ process with a minimum )<I inch thick corrugated

cardboard completely covering the top and securely taped to the edges,

c. Adjust doors, drawers, hardware, fixtures, and other moving/operating parts to

align and operate smoothly without warp or bind and ensure contact points

meet accurately. Lubricate operating hardware as recommended by

manufacturer,

d. Clean finished surfaces, Including both sides of glass; touch up as required; and

remove or refinish damaged or soiled areas to match original factory finish; as

approved by University's designated representative, and

e. Repair, remove and/ or replace Improper materials or defective workmanship

upon completion of installation and notification from the University's

designated representative. Touch up any casework, fume hoods or aq:essories

as requested by the University's designated representative.

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' (; ,,1 L~ '•

DocuSign Envelope ID: OE1448E7-2A42-4156-85F0-1CEF8FA83E38

13. Possess the ability to bond larger projects If required.

14. Provide a leased storage facility with a computerized Inventory system to accommodate .

the storage of routinely purchased casework, tops, fume hoods, blo-safety cabinets,

equipment and accessories.

15. Not disturb any existing casework, fume hoods or accessories until the University's

Office of Environmental Health and Safety has fully decommissioned same casework or

accessories; and a statement verifying such decommissioning has been posted on the

laboratory door by the University's Office of Environmental Health and Safety.

16. Take proper safety and health precautions to protect, at a minimum, all of its work,

VWR's employees, the public, and University personnel. VWR will ensure all personnel

wear appropriate personal protective equipment for the project site/project.

17. Provide uniforms for personnel assigned to projects on behalf of VWR. Uniforms will

contain VWR's name and.must be worn at all times while on University property to

designate affiliation with VWR.

18. Provide photo identification badges for all personnel assigned to a University project on

behalf of VWR. Badges must contain the name of VWR as well as the name of the

individual employee. Badges must be worn at chest level at all times while on University

property. The University requires such identification for security reasons and access will

be prohibited if University personnel do not recognize the Identification.

19. Adhere to all applicable University policies and procedures.

20. Obtain parking permits for all vehicles parked on University grounds. Parking permits,

tickets and/ or towing charges are the sole responsibility of VWR. The University is not

liable for any damage or expense resulting from illegally parked vehicles.

C. Pricing

1. VWR will provide an Itemized quote for any projects and/or products according to the

contract discount schedule.

2. VWR will provide fixed hourly Installation rates for each project. Engineering and design

costs are Included with pricing at the time of quotation.

4. Shipping costs (to be included with the pricing at time of quote) will be prepaid and

added to Invoices, with all shipments FOB destination.

! I

I I

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. " -· ,··~ DocuSign Envelope ID: OE1448E7-2A42-4156-85F0-1CEFBFA83E38

5. VWR will provide offslte storage of materials at no charge for a mutually agreed upon

period of time (timeframe to be included at the time of quotation).

6. Cancellation Charges: the University will be responsible for freight back to VWR on VWR

inventoried products that have been shipped from the VWR warehouse after approved

drawings. VWR will not accept as a return any cu~tom made, or special ordered item(s)

manufactured for a sp~clfic order or project." There will be no cancellation charges for

items not shipped cir manufactured.

7. VWR will offer additional material discounts (casework, equipment and supplies) for large

projects.

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IIJVirginiaTech

Request for Proposal #004637 4

For

General Laboratory Supplies and Equipment

Date: August 1, 2016 Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against.a bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment.

RFP 0046374

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GENERAL INFORMATION FORM

QUESTIONS: All inquiries for information regarding this solicitation should be directed to: Tom Kaloupek, Procurement Analyst, Phone: (540) 231-6221 e-mail: kals .vt.edu.

DUE DATE: Proposals will be received until September 14, 2016 at 3:00 PM. Failure to submit proposals to the correct location by the designated date and hour will result in disqualification.

ADDRESS: Proposals should be mailed or hand delivered to: Virginia Polytechnic Institute and State University (Virginia Tech) , Procurement Department (MC 0333) North End Center, Suite 2100, 300 Turner Street NW, Blacksburg, Virginia 24061 . Reference the due date and hour, and RFP Number in the lower left corner of the return envelope or package.

Please note that USPS is delivered to a central location and is not delivered directly to Procurement. Allow extra time if sending proposal via USPS. It is the vendor's responsibility to ensure proposals are received in the Procurement office at the appropriate date and time for consideration.

TYPE OF BUSINESS: (Please check all applicable classifications) . If your classification is certified by the Virginia Department of Small Business and Supplier Diversity (SBSD), provide your certification number: . For assistance with SWaM certification, visit the SBSD website at http://www.dmbe.virginia.gov/.

Large

Small business - An independently owned and operated business which, together with affiliates, has 250 or fewer employees or average annual gross receipts of $10 million or less averaged over the previous three years. Commonwealth of Virginia Department of Small Business and Supplier Diversity certified women-owned and minority-owned business shall also be considered small business when they have received SBSD small business certification.

Women-owned business - A business concern that is at least 51 % owned by one or more women who are U. S. citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51 % of the equity ownership interest is owned by one or more women who are citizens of the United States or non-citizens who are in full compliance with the United States immigration law, and both the management and daily business operations are controlled by one or more women who are U. S. citizens or legal resident aliens.

Minority-owned business - A business concern that is at least 51 % owned by one or more minority individuals (see Section 2.2-1401, Code of Virginia) or in the case of a corporation , partnership, or limited liability company or other entity, at least 51 % of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more minority individuals and both the management and daily business operations are controlled by one or more minority individuals.

COMPANY INFORMATION/SIGNATURE: In compliance with this Request For Proposal and to all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the goods or services in accordance with the attached signed proposal and as mutually agreed upon by subsequent negotiation.

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FULL LEGAL NAME (PRINT) FEDERAL TAXPAYER NUMBER (ID#) (Company name as it appears with your Federal Taxpayer Number)

BUSINESS NAME/OBA NAME/TA NAME BILLING NAME (If different than the Full Legal Name) (Company name as it appears on your invoice)

PURCHASE ORDER ADDRESS PAYMENT ADDRESS

CONTACT NAME/TITLE (PRINT) E-MAIL AO DRESS

TELEPHONE TOLL FREE TELEPHONE FAX NUMBER TO NUMBER NUMBER RECEIVE

E-PROCUREMENT ORDERS

Is any member of the firm an employee of the Commonwealth of Virginia who has a personal interest in this contract pursuant to the Code of Virginia, 2.2 - 3102 - 3.112 YES NO ____ _

SIGNATURE _______________ Date:-----~------(IN INK)

07/01/2016

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I. PURPOSE:

The purpose of this Request for Proposal (RFP) is to solicit sealed proposals to establish one or more contracts through competitive negotiations for general laboratory supplies, instruments and related items and services by Virginia Polytechnic Institute and State University (Virginia Tech), an agency of the Commonwealth of Virginia and on behalf of the Virginia Higher Education Procurement Cooperative (VHEPC).

II. CONTRACT PERIOD:

The term of this contract is for five (5) year(s) , or as negotiated. There will be an option for two three-year renewals, or as negotiated.

Ill. BACKGROUND:

This solicitation is being issued by Virginia Tech on behalf of the Virginia Higher Education Procurement Cooperative (VHEPC), who will manage the contract(s) that are the outcome of this procurement process. See Section V. for a description on the VHEPC.

The intent of this procurement is to enact one or more contracts that will form the basis for a beneficial and mutually supportive long term business relationship with each of the member institutions of the VHEPC. We envision participation by each member institution on preferred basis and active management and stewardship of the contracts by the VHEPC.

In order to be designated as a preferred supplier in this product category, firms must fulfill , to the greatest extent feasible, desired requirements outlined in this document and provide a deep and wide range of products, including but not limited to laboratory consumables, laboratory instruments and equipment , laboratory furniture and repair and ca libration services. The complete product line much be available in an electronic and fully automated environment.

Fiscal Year 2015 total expenditure volumes for the highest and second highest distributors in this product category serving VHEPC member institutions were $20million .

IV. EVA BUSINESS-TO-GOVERNMENT ELECTRONIC PROCUREMENT SYSTEM:

The eVA Internet electronic procurement solution streamlines and automates government purchasing activities within the Commonwealth of Virginia. Virginia Tech, and other state agencies and institutions, have been directed by the Governor to maximize the use of this system in the procurement of goods and services. We are, therefore, requesting that your firm register as a vendor within the eVA system.

There are transaction fees involved with the use of eVA. These fees must be considered in the provision of quotes, bids and price proposals offered to Virginia Tech. Failure to register within the eVA system may result in the quote, bid or proposal from your firm being rejected and the award made to another vendor who is registered in the eVA system.

Registration in the eVA system is accomplished on-line. Your firm must provide the necessary information. Please visit the eVA website portal at http://www.eva.virginia.gov/pages/eva­registration-buyer-vendor.htm and register both with eVA and Ariba. This process needs to be completed before Virginia Tech can issue your firm a Purchase Order or contract. If your firm conducts business from multiple geographic locations, please register these locations in your initial registration.

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For registration and technical assistance, reference the eVA website at: http://www.eva.virginia.gov, or call 866-289-7367 or 804-371-2525.

V. CONTRACT PARTICIPATION:

It is the intent of this solicitation and resulting contract to allow for cooperative procurement. Accordingly, any public or private educational institution located within Virginia or any affiliated corporation and/or partnership of member institutions may access any resulting contract if authorized by the contractor.

It has been agreed that all members of the Virginia Association of State College and University Purchasing Professionals (VASCUPP) will participate in the contracts resulting from this sol icitation. VASCUPP currently comprises eleven members who include: The College of William and Mary, George Mason University, James Madison University, Longwood University, Old Dominion University, Radford University, The University of Mary Washington, The University of Virginia , Virginia Commonwealth University, Virginia Military Institute and Virgin ia Tech.

If authorized by the Contractor, the resultant contract may be extended to the other public and private educational entities based in Virginia to purchase at contract prices in accordance with contract terms. The Contractor shall notify Virginia Tech in writing of any such entities accessing the contract. No modification of this contract or execution of a separate contract is required to participate. The Contractor will provide quarterly usage reports for all entities accessing the Contract. Participating entities shall place their own orders directly with the Contractor and shall fully and independently administer their use of the contract to include contractual disputes, invoicing and payments without direct administration from Virginia Tech. Virginia Tech shall not be held liable for any costs or damages incurred by any other participating entity as a result of any authorization by the Contractor to extend the contract. It is understood and agreed that Virginia Tech is not responsible for the acts or omissions of any entity, and will not be considered in default of the contract no matter the circumstances.

Use o'f this contract does not preclude any participating entity from using other contracts or competitive processes as the need may be.

VASCUPP is provided analytic and contract management support by the Virginia Higher Education Procurement Cooperative (VHEPC). VHEPC will be the manager for the contract(s) resulting from this solicitation.

V I. STATEMENT OF NEEDS:

A. Basic Requirements. Preferred suppliers must have the widest and deepest product and service offerings possible. Products and services must be available in electronic catalogs that interact seamlessly with various electronic procurement platforms. The latest technology should be employed to make the entire procure-to-pay process electronic.

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Deep discounts off list are expected. Pricing may be adjusted downward at any time and upward semi-annually to reflect changes in manufactur!,lrs pricing. Contractor must provide full price files to VHEPC in either Access or Microsoft Excel to support price increase requests. VHEPC has 30 days to review price increase requests and reserves the right to challenge increases based on PP/ or other relevant market data.

Electronic catalogs should display net prices reflective of discounting. Except for special handling, prices should be inclusive of delivery (FOB Destination).

Preferred suppliers must agree to pay eVA transaction fees and must participate in ghost card payment systems if the member institution employs such a system.

Preferred suppliers will be expected to agree to provide full sales history files to VHEPC quarterly. See Attachment B for the quarterly sales report format. This report will be provided to individual institutions, if requested.

B. Desired Offerings.

1. Special item pricing for high volume products (hotlists). Though VHEPC so/ey determines which items qualify as high volume, Hot Lists will be developed and maintained jointly by VHEPC and the contractor. Because of the unique requirements of each institution, Hot Lists should be customizable and will be made available for each institution. Hot list pricing should be maintained for a full year, but VHEPC will be able to make revisions semiannually.

2. Reporting of diveristy subcontracting. We desire for preferred suppliers to develop programming within one year of the effective date of the contract that will identify subcontrators who are certified as small, woman-owned and minority-owned (SWAM). buinesses with the Commonwealth of Virginia. The database of certified SWAM suppliers can be obtained from the Virgnia Department of Small Business and Supplier Diversity. Individual reports for each institution should be prepared and provided on a quarterly basis.

3. Sales representation. Provide a plan for sales representation for each customer. We .recognize that not all institution accounts will warrant full-time on-campus representation. Provide a narrative on how you propose to provide this service.

C. Addition of new lines of products and services. It is important to have the flexibility in this contract to allow for future events that add value to the relationship. Examples include, but are · not limited to, the addition of products and services that are new to the marketplace; the addition to the distribution chain of a new supplier and the acquisition of a complimentary company.

D. Contract Review. A meeting should be conducted quarterly between the contractor and the contract administrator to review overall performance and resolve any open items. Other subjects to be reported on include contract usage, service levels, price audits, savings, volume rebates, and cost containment actions.

E. Volume and Growth Incentives. In order to support the growth of the partnership, we look for preferred suppliers to provide financial incentives, p;;:tyab/e to each participating institution at the close of each contract year.

F. Strategic Partnership. To the greatest extent feasible, preferred suppliers will be expected to support VHEPC member institutions by participating and offering sponsorship in outreach events and providing representation that will support the growth and longevity of the procurement consortium concept.

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G. Stronger partnership. During the period of the contract, some institutions may wish to form a stronger partnership. This might be described as moving. from being a preferred supplier to becoming the p~imary supplier. Institutions would expect to assist in a stronger manner and in return, receive additional benefits. We would like to provide for this option in the contract so that it will be available, if desired. Please provide a structure describing how a stronger partnership might work and what elements and expectations would be present.

VII. PROPOSAL PREPARATION AND SUBMISSION:

A. General Requirements

1. RFP Response: In order to be considered for selection, Offerors must submit a complete response to this RFP. One original and four copies of each proposal must be submitted to:

Virginia Polytechnic Institute and State University (Virginia Tech) Procurement Department (MC 0333) North End Center, Suite 2100 300 Turner Street NW Blacksburg, Virginia 24061

Reference the Due Date and Hour, and RFP Number in the lower left hand corner of the return envelope or package.

No other distribution of the proposals shall be made by the Offeror.

2. Proposal Preparation:

a. Proposals shall be signed by an authorized representative of the Offeror. All information requested should be submitted. Failure to submit all information requested may result in Virginia Tech requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Proposals which are substantially incomplete or lack key information may be rejected by Virginia Tech at its discretion. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation.

b. Proposals should be prepared simply and economically providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis should be on completeness and clarity of content.

c. Proposals should be organized in the order in which the requirements are presented in the RFP. All pages of the proposal should be numbered. Each paragraph in the proposal should reference the paragraph number of the corresponding section of the RFP. It is also helpful to cite the paragraph number, subletter, and repeat the text of the requirement as it appears in the RFP. If a response covers more than one page, the paragraph number and subletter should be repeated at the top of the next page. The proposal should contain a table of contents which cross references the RFP requirements. Information which the offeror desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place -or be attached at the end of the proposal and designated as additional material. Proposals that are not organized in this mariner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed.

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d. Each copy of the proposal should be bound in a single volume where practical. All documentation submitted with the proposal should be bound in that single volume.

e. Ownership of all. data, material and documentation originated and prepared for Virginia Tech pursuant to the RFP shall belong exclusively to Virginia Tech and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an Offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act. However, to prevent disclosure the Offeror must invoke the protections of Section 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data or other materials is submitted. The written request must specifically identify the data or other materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade sec;:ret or proprietary information. The .classification of an entire proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable and may result in rejection of the proposal.

3. Oral Presentation: Offerors who submit a proposal in response to this RFP may be required to give an oral presentation of their proposal to Virginia Tech. This will provide an opportunity for the Offeror to clarify or elaborate on the proposal but will in no way change the original proposal. Virginia Tech will schedule the time and location of these presentations. Oral presentations are an option of Virginia Tech and may not be conducted. Therefore, proposals should be complete.

B. Specific Requirements

Proposals should be as thorough and detailed as possible so that Virginia Tech may properly evaluate your capabilities to provide the required goods or services. Offerors are required to submit the following information/items as a complete proposal:

1. Provide a summary overview of the company, including geographical operations, unique services provided to the higher education marketplace and envisioned company changes including planned technological advances and acquisitions.

2. Provide detailed information regarding product lines and associated discounts off list prices. Also provide your concepts for providing hot lists to the VASCUPP members. Provide information regarding shipping costs and return policies.

3. Provide your concept for sales support and on-campus representation to VASCUPP member institutions.

4. Provide a statement of agreement with desired structure and frequency of transaction data reporting. Further, provide the Full Price File Template Data. See Attachment C for data elements.

5. Provide information regarding financial incentives that may be available under the preferred supplier concept. Provide an alternate plan that supports an optional stronger relationship as a primary supplier. ··

•6. Participation and Reporting of Small, Women-owned and Minority-owned Business (SWAM) Business:

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Describe your plan for utilizing Virginia-certified SWaM subcontractors if awarded a contract. Describe your ability to provide reporting on Virginia-certified SWaM subcontracting spend when requested. If your firm or any business that you plan to subcontract with can be classified as SWaM, but has not been certified by the Virginia Department of Small Business and Supplier Diversity (SBSD), it is expected that, with the active encouragement from the prime contractor, the certification process will be initiated by the sabcontractor in a timely manner.

7. The return of the General Information Form and addenda, if any, signed and filled out as required.

VIII. SELECTION CRITERIA AND AWARD:

A. Selection Criteria

Proposals will be evaluated by Virginia Tech using the following:

Criteria Maximum Point

Value

1. Ability to satisfy Basic Requirements as Outlined in Section VI. (A.) 20

2. Specific plans or methodology to be used to provide the services 30

3. Financial benefits including discounts, rebates, and other incentives 40

4. Participation and reporting of Small, Women-Owned and Minority 10 (SWAM) Business subcontractors

Total 100

B. Award To Multiple Offerers:

Selection shall be made of two or more offerers deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors included in the Request for Proposals, including price, if so stated in the Request for Proposals. Negotiations shall be conducted with the offerers so selected. Price shall be considered, but need not be the sole determining factor. After negotiations have been conducted with each offerer so selected, the agency shall select the offerer which, in its opinion, has made the best proposal, and shall award the contract to that offerer. The Commonwealth reserves the right to make multiple awards as a result of this solicitation. The Commonwealth may cancel this Request for Proposals or reject proposals at any time prior to an award, and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous. Should the Commonwealth determine in writing and in its sole discretion that only one offerer is fully qualified, or that one offerer is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that offerer. The award document will be a contract incorporating by reference all the requirements, terms and conditions of the solicitation and the contractor's proposal as negotiated. Virginia Tech reserves the right to make multiple awards.

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IX. ADDENDUM:

Any ADDENDUM issued for this solicitation may be accessed at http://www.procurement.vt.edu/html.docs/bids.php. Since a paper copy of the addendum will not be mailed to you, we encourage you to check the web site regularly .

X. CONTRACT ADMINISTRATION:

A. Mr. Ryan Balber, Director, Virginia Higher Education Procurement Cooperative or his designee, shall be identified as the Contract Administrator and shall use all powers under the contract to enforce its faithful performance. Mr. Balber's contact information is phone: 434-297-6099. Email : [email protected].

B. The Contract Administrator, or his designee, shall determine the amount, quantity, acceptability, fitness of all aspects of the services and shall decide all other questions in connection with the services. The Contract Administrator, or his designee, shall not have authority to approve changes in the services which alter the concept or which call for an extension of time for this contract. Any modifications made must be authorized by the Virginia Tech Procurement Department through a written amendment to the contract.

XI. COMMUNICATIONS:

Communications regarding this solicitation shall be formal from the date of issue, until either a Contractor has been selected or the Procurement Department rejects all proposals. Formal communications will be directed to the procurement officer listed on th is solicitation. Informal communications, including but not limited to request for information, comments or speculations regarding this solicitation to any University employee other than a Procurement Department representative may result in the offending Offerer's proposal being rejected.

Written questions regarding this solicitation may be submitted to the Procurement Officer: Tom Kaloupek, at [email protected]. The cutoff date for receipt of questions is Friday, September 2, 2106.

XII. CONTROLLING VERSION OF SOLICITATION:

The PDF version of the solicitation and any addenda issued by Virginia Tech Procurement Services is the mandatory controlling version of the document. Any modification of/or additions to the solicitation by the Offerer shall not modify the official version of the solicitation issued by Virginia Tech Procurement Services. Such modifications or additions to the solicitation by the Offerer may be cause for rejection of the proposal; however, Virginia Tech reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a proposal.

XIII. TERMS AND CONDITIONS:

This solicitation and any resulting contract/purchase order shall be governed by the attached terms and conditions, see Attachment A.

XIV. ATTACHMENTS:

Attachment A - Terms and Conditions Attachment B - Quarterly Sales History Report Format Attachment C - Full Price File Template

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ATTACHMENT A

TERMS AND CONDITIONS

RFP GENERAL TERMS AND CONDITIONS

http:/www.procurement.vt.edu/html.docs/terms/GTC RFP 0101201 6.pdf

ADDITIONAL TERMS AND CONDITIONS:

A. ADDITIONAL GOODS AND SERVICES: The University may acquire other goods or services that the supplier provides than those specifically solicited. The University reserves the right, subject to mutual agreement, for the Contractor to provide additional goods and/or services under the same pricing, terms and conditions and to make modifications or enhancements to the existing goods and services. Such additional goods and services may include other products, components, accessories, subsystems, or related services newly introduced during the term of the Agreement.

B. ADVERTISING: In the event a contract is awarded for supplies, equipment , or services resulting from th is solicitation, no indication of such sales or services to Virginia Tech will be used in product literature or advertising. The Contractor shall not state in any of the advertising or product literature that the Commonwealth of Virginia or any agency or institution of the Commonwealth has purchased or uses its products or services.

C. AUDIT: The Contractor hereby agrees to retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the Commonwealth of Virginia, whichever is sooner. Virginia Tech, its authorized agents, and/or the State auditors shall have full access and the right to examine any of said materials during said period.

D. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that Virginia Tech shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement.

E. CANCELLATION OF CONTRACT: Virginia Tech reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the Contractor. In the event the initial contract period is for more than 12 months, the resulting contract may be terminated by either party, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

F. CONTRACT DOCUMENTS: The contract entered into by the parties shall consist of the Request for Proposal including all modifications thereof , the proposal submitted by the Contractor, the written results of negotiations, the Commonwealth Standard Contract Form , all of which shall be referred to collectively as the Contract Documents.

G. IDENTIFICATION OF BID/PROPOSAL ENVELOPE: The signed bid or proposal should be returned in a separate envelope or package, sealed and identified as follows:

From: _______________________________ _ Name of Bidder or Offerer Due Date Time Due

Street or Box No. Solicitation Number

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City, State, Zip Code Solicitation Title

Name of Procurement Officer:

The envelope should be addressed to:

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY (Virginia Tech) Procurement Department (MC 0333) North End Center, Suite 2100 300 Turner Street NW Blacksburg, Virginia 24061

The offeror takes the risk that if the envelope is not marked as described above, it may be inadvertently opened and the information compromised, which may cause the proposal to be disqualified. Bids or Proposals may be hand delivered to the designated location in the office issuing the solicitation. No other correspondence or other bids/proposals should be placed in the envelope.

H. INSURANCE:

By signing and submitting a proposal under this solicitation, the Offeror certifies that if awarded the contract, it will have the following insurance coverages at the time the work commences. Additionally, it will maintain these during the entire term of the contract and that all insurance coverages will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. During the period of the contract, Virginia Tech reserves the right to require the Contractor to furnish certificates of insurance for the coverage required. INSURANCE COVERAGES AND LIMITS REQUIRED: A. Worker's Compensation - Statutory requirements and benefits. B. Employers Liability - $100,000.00 C. General Liability - $500,000.00 combined single limit. Virginia Tech and the Commonwealth of

Virginia shall be named as an additional insured with respect to goods/services being procured. This coverage is to include Premises/Operations Liability, Products and Completed Operations Coverage, Independent Contractor's Liability, Owner's and Contractor's Protective Liability and Personal Injury Liability.

D. Automobile Liability - $500,000.00 The contractor agrees to be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from the payment of all sums of money by reason of any claim against them arising out of any and all occurrences resulting in bodily or mental injury or property damage that may happen to occur in connection with and during the performance of the contract, including but not limited to claims under the Worker's Compensation Act. The contractor agrees that it will, at all times, after the completion of the work, be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from all liabilities resulting frorri bodily or mental injury or property damage directly or indirectly arising out of the performance or nonperformance of the contract.

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I. NOTICES: Any notices to be given by either party to the other pursuant to any contract resulting from this solicitation shall be in writing, hand delivered or mailed to the address of the respective party at the following address

If to Contractor: Attention:

If to Virginia Tech:

Address Shown On RFP Cover Page Name Of Person Signing RFP

Virginia Polytechnic Institute and State University (Virginia Tech) Attn: Patricia Mullins, Assistant Director of Procurement for Research Support Procurement Department (MC 0333) North End Center, Suite 2100 300 Tumer Street NW Blacksburg, Virginia 2.4061

and

Virginia Higher Education Procurement Cooperative Attn: Mr. Ryan Balber, Director University of Virginia 1001 N. Emmet St PO Box 400202 Charlottesville, VA 22904

J. PROPOSAL ACCEPTANCE PERIOD: Any proposal received in response to this solicitation shall be valid for .(60) days. At the end of the (60) days the proposal may be withdrawn at the written request of the Offeror. If the proposal is not withdrawn at that time it remains in effect until an award is made or the solicitation is cancelled.

K. RETURN OF GOODS. Products judged by Virginia Tech not to be acceptable may be rejected. All costs associated with rejection are the responsibility of the Contractor. Over-shipments will be accepted at Virginia Tech's discretion. The Contractor will be responsible for the disposition of all defective. damaged or rejected over-shipped products. Laboratory apparatus returns will include original packing materials and operation manuals. Return authorizations shall be provided by the Contractor within 14 calendar days of verbal notification.

L. DELIVERY. FOB Destination (Freight included in price). This is inclusive of dry ice and hazardous material charges and any fuel surcharges. The Contractor should maintain an inventory sufficient to make delivery to Virginia Tech within two (2) working days from the date the order was placed. Products identified on the Hot List will be delivered on the next business day. The Contractor shall deliver to all receiving docks or inside delivery as designated by Virginia Tech.

"Non-standard transportation" charges may be specifically authorized by Virginia Tech for shipments that require special handling. An example would be one-time service for a large item of equipment that requires special carriers and transportation equipment for delivery.

M. WARRANTY. All products purchased under this contract will minimally include the Original Equipment Manufacturers warranty and will pass directly to Virginia Tech. Products which fail after acceptance and installation will be covered under warranty. The decision to replace such products or accept warranty repair will be at the sole discretion of Virginia Tech, except in the event Virginia Tech fails to provide timely notice to the Contractor of product failure. The Contractor should provide a toll-free number for requests for warranty service for all equipment sold under the contract. Any

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maintenance agreements available from the Contractor.should be provided to Virginia Tech as an option and priced as discounted off list price.

N. SEVERAL LIABILITY: Virginia Tech will be severally .liable to the extent of its purchases made against any contract resulting from this solicitation. Applicable entities described herein will be severally liable to the extent of their purchases made against any contract resulting from this solicitation.

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RFP GENERAL TERMS AND CONDITIONS

I. ANTI-DISCRIMINATION: By submitting their proposals, offerers certify to the Commonwealth that they will conform to the provisions of the Federal·Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act, and Section 2.2-431 I of the Virginia Public Procurement Act. If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services,,or disbursements made pursuant to the contract on the basis of the recipient's religion, religious-belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith:.based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia,§ 2.2-4343.1 E). In every contract over $10,000 the provisions in A and B below apply: A. During the performance of this contract, the Contractor agrees as follows:

l) The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohi.bited by state law relating to.discrimination in· e.mployment, except where there is a bona fide occupational qualification reasonably necessary to the nonnal operation of the contractor. 'The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. ·

2) The Contractor, in all solicitation$ or advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer.

3) Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this Section.

B. The Contractor will include the provisions of A. above in every subcontract or purchase order over $10,000, so that the provisions will be binding upori each subcontractor or vendor.

2. ANTITRUST: By entering into a contract, the Contractor conveys, sells, assigns, and transfers to Virginia Tech and the Commonwealth of Virginia all rights, title and interest in and to all causes of the action it may now have or.hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by Virginia Tech and the Commonwealth of Virginia under·said contract.

3. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in the courts of the Commonwealth. The Contractor shall comply with applicable federal, state and local laws and regulations.

4. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the Contractor in whole or in part without the written consent of Virginia Tech.

5. CHANGES TO THE CONTRACT: Changes can be made to the Contract in any one of the following ways: A. The parties may agree in writing to modify the scope of the contract. An increase or decrease.in the price of the contract resulting

from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract B. Virginia Tech may order changes within the general scope of the contract at any time by written notice to the Contractor. Changes

within the scope of the contract include, but-are not limited to, things such as the method of packing or shipment and the place of delivery or installation. The Contractor shall comply with the notice upon receipt The Contractor shall be compensated for any additional costs incurred as the result of such order and shall give Virginia Tech a credit for any savings. Said compensation shall be determined by one of the following methods: 1) By mutual agreement between the parties in writing; or 2) By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and

the Contractor accounts for the number of units of work performed, subject to Virginia Tech's right to audit the Contractor's records and/or to detennine the.correct number of units independently; or

3) By ordering the Contractor to proceed with the work and to keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the coniract. The same markup shall be used for determining a decrease in price as the result of savings realized. The Contractor shall present Virginia Tech with all vouchers and records of expenses incurred and savings realized. Virginia Tech shall have the right to audit the records of the Contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to Virginia Tech within thirty (30) days from the date of receipt of the written order from Virginia Tech. If the parties fail to agree on an amount of adjustmc;mt, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, ifthere is none, in accordance with the disputes provisions of the Commonwealth of Virginia Purchasing Manual for Institutions of Higher Education and Their Vendors. Neither the existence of a claim or a dispute resolution process, litigation or any other provision of this contract shall excuse the Contractor from promptly·complying with the changes ordered by Virginia Tech or with the perfonnance of the contract generally.

6. CLAIMS: Contractual claims, whether for money or other relief, shall be submitted in writing to the Director of Procurement, Procurement Department, North End Center, Suite 2100, Virginia Tech, 300 Turner Street NW, Blacksburg, Virginia 24061, no later than sixty (60) days after final payment; however, written notice of the contractor's intention to file such claim shall have been given at the time of the occurrence or beginning of the work upon which the claim is based. Nothing herein shall preclude a contract from requiring submission ofan invoice for final payment within a certain time after completion and acceptance of the work or acceptance

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of the goods. Pending claims shall not delay payment of amounts agreed due in the final payment ( Code of Virginia, Section 2.2-436_3). A contractor may not institute legal action prior to receipt of the Director of Procurement decision on the claim, unless that office fails to tender such decision within thirty (30) days. The decision of the Director of Procurement shall be final and conclusive unless the contractor, within six (6) months of the date of the final decision on the claim, institutes legal action-as provi_ded in the Code of Virginia, Section 2.2-4364.

7. CLARIFICATION OF TERMS: If any prospective offeror has questions about the specifications or other solicitation documents, the prospec~ive offeror should contact the buyer whose name appears on the face of the solicitation no later than five working days before the due date. Any revisions.to the solicitation will be made only by addendum issued by the buyer.

8. COMMONWEALTH OF VIRGINIA PURCHASING MANUAL FOR INSTITUTIONS OF HIGHER EDUCATION AND THEIR VENDORS: This solicitation is subject to the provisions of the Commonwealth ofVirginia Purchasing Manual for Institutions of Higher Education and Their Vendors and any revisions thereto, which are hereby incorporated into this contract in their entirety. A copy of the manual is available for review in the Viriinia Tech Procurement Department or by accessing URL http://www.procurement.vt.edu on the Web.

9. CONFLICT OF INTEREST: Virginia Tech is a public university, subject to the laws of the Commonwealth of Virginia. Among these is the State and Local Government Conflict oflnterests Act (The Act). The Act can be accessed via http://legl.state.va.us/cgi­bin/legp504.exe?OOO+cod+2.2-3 l 00. You may wish to consult the provisions of The Act before submitting a response to the Request for Proposal. Additionally, by submitting a proposal or by entering into any resulting contract, the offeror certifies that it is in full compliance with the provisions of The Act as to this RPF.

JO.CONTRACT PARTICIPATION: Any public body, public or private health or educational institutions, or Virginia Tech's affiliated corporations and/or partnerships may access any resulting contract/purchase order if authorized by the contractor. Participating entities shall place their own order(s) directly with the Contractor and shall fully and independently administer their use of the contract/purchase order to include contractual disputes, invoicing and payments without direct administration from Virginia Tech. Virginia Tech shall not be held liable for any costs or damages incurred by any other participating entity as a result of any authorization by the Contractor to extend the contract/purchase order. It is understood and agreed that Virginia Tech is not responsible for the acts or omissions of any entity, and will not be considered in default of the contract/purchase order no matter the circumstances.

11. DEBARMENT STATUS: By submitting their proposals, offerors certify that they are not currently debarred by the Commonwealth of Virginia from submitting bids or proposals on contracts for the type of goods and/or services covered by this solicitation, nor are they an agent of any person or entity that is currently so debarred.

12. DEFAULT: In case of failure to deliver goods or·services in accordance with the contract terms_ and conditions, Virginia Tech, after due oral or written notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other-remedies which Virginia Tech may have.

13. DRUG-FREE WORKPLACE: In every contract over $10,000 the following provisions apply: During the performance of this contract, the Contractor agrees to (i) provide a drug-free workplace for the Contractor1s employees; (ii} post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subco_ntractor or vendor. For the purposes of this section, 11 drug-free workplace11 means a site for the performance of work done in connection with a specific contract awarded to,a Contractor the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana duriµg the performance.of the contract.

14. EO/AA STATEMENT: If this contract is a covered government contract or subcontract, contractors and subcontractors shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.S(a) and 60-741.S(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. Virginia Tech does not discriminate against employees, students, or applicants,on the basis of age, color, disability, gender, gender identity, gender expression, n,_ational origin, political affiliation, race, religion, sexual orientation, genetic information, or veteran status; or otherwise discriminate against employees or applicants who inquire about, discuss, or disclose their compensation or the compensation of other employees, or applicants; or any other basis protected by law. For inquiries regarding non-discrimination policies, contact the Office of Equity and Access at 540-231-20 l O or Virginia Tech, North End Center, Suite 2300 (0318), 300 Turner St. NW, Blacksburg, VA 24061.

15.ETHICS IN PUBLIC CONTRACTING: By submitting their proposals, offerors certify that their proposals are made without collusion or fraud and that they· have not offered or received any kickbacks or inducements from any other offeror, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any p·ayment, loan, subscription, advance, deposit of money, services or anything of more than nominal val~e, present or promised unless consideration of substantially equal or greater value was exchanged.

16. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION: The eV A Internet electronic procurement.solution, web site portal www.eva.state.va.us, streamlines and automates government purchasing activities in the Commonwealth. The portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide goods and/or services

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to Virginia Tech should participate in the eVA Internet e-procurement solution either through the eVA Basic Vendor Registration Service or eVA Premium Vendor Registration Service. Failure to register may result in the proposal being.rejected.

11. FACSIMILE PROPOSALS: Facsimile unsealed proposals received in the Virginia Tech Procurement Department prior to the time and date designated for proposal submission will be accepted. For sealed Request for Proposal (RFP) programs, an offeror may fax a proposal to a non-Virginia Tech third party, who in turn must deliver it, with the number of copies specified in the RFP, to the Procurement Department in a sealed envelope before the proposal due date and time. All information requested in the Proposal Preparation and Submission section of the RFP must be delivered with each copy of the proposal.

18. IMMIGRATION REFORM AND CONTROL ACT OF 1986: By submitting their proposals, the offerers certify that they do not and will not during the perfonnance of this contract employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986.

19. INDEMNIFICATION: Contractor agrees to indemnify, defend and hold harmless Virginia Tech and the Commonwealth of Virginia and their officers, agents, and employees from any claims, damages and actions of any kind or nature whether at law or in equity, arising from or caused by the use of any materials, goods, or equipment of any kind or nature, furnished by the contractor/any services of any kind or nature furnished by the contractor, provided that such liability is not attributable to the sole negligence of Virginia Tech or failure ofVirginia Tech to use the materials, goods, or equipment-in the manner already and permanently described by the contractor on.the materials, goods or equipment delivered.

20. INDEPENDENT CONTRACTOR: The contractor shall not be an employee of Virginia Tech, but shall be an independent contractor. Nothing fn this agreement shall be construed as authority for the contractor to make commitments which shall bind Virginia Tech, or to otherwise act on behalf of Virginia Tech, except as Virginia Tech may expressly authorize in writing.

21. LATE PROPOSALS: To be considered for selection, proposals must be received by the Virginia Tech Procurement Department, Ste 2100, Virginia Tech, 300 Turner StreetNW, Blacksburg, Virginia 24061, by the designated date and hour. The official time used in the receipt of proposals is that time on the automatic time staril.p machine in the Virginia Tech Procurement Department. Proposals received in the Virginia Tech Procurement Department after the date and hour designated are automatically disqualified and will not be considered. Virginia Tech is not responsible for delays in the delivery of mail by the U.S. Postal Service, private couriers, the intrauniversity mail system, or another means of delivery. It is the sole responsibility of the offerer to insure that its proposal reaches the Virginia Tech Procurement Department by the designated date and hour.

22. MANDATORY USE OF VIRGINIA TECH FORMS AND TERMS AND CONDITIONS: Failure to submit a proposal on the official Virginia Tech form provided for that purpose may be a cause for rejection of the proposal. Modification of or additions to the General Terms and Conditions of the solicitation may be cause for rejection of the proposal; however, Virginia Tech reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a proposal.

23. NONDISCRIMINATION OF CONTRACTORS: An offeror or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, disability, faithbased organizational status, any other basis prohibited by state law relating to discrimination in employment or because the offerer employs ex-offenders unless the state agency, department or il}stitution has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization-and an individual, who applies for or receives goods, services, or disbursements .provided pursuant to this contract objects to the religious character of the faith-based organization from' which the individual receives or would receive-the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

24. NONVISUAL ACCESS TO TECHNOLOGY: All information technology which, pursuant to this Agreement, is purchased or upgraded by or for the use of (the "Technology") Virginia Tech shall comply with the following nonvisual access standards from the date of purchase or upgrade until the expiration of this Agreement: (i) effective, interactive control and use of the Technology shall be readily achievable by nonvisual means; (ii) the Technology equipped for nonvisual access shall be compatible with the information technology used by other individuals

with whom any blind or visually impaired user of the Technology interacts; (iii) nonvisual access technology shall be integrat~d into any networks used to share communications among employees, program

participants or the public; and (iv) the technology for nonvisual access shall have the capability of providing equivalent access by nonvisual means to

telecommunications or other interconnected network services used by persons·who are not blind or visually impaired. Compliance with the foregoing nonvisual access standards shall not be required if the head of the using agency, institution or political subdivision determines that (i) the Technology is not available with nonvisual access because the essential elements of the Technology are visual and (ii) nonvisual equivalence is not available.

Installation of hardware, software, or peripheral devices used for nonvisual access·is not required when the Technology is being used exclusively by individuals who are not blind or visually impaired, but applications programs and underlying operating systems (including the format of the data) used for the manipulation and presentation of information shall permit the installation and effective use ofnonvisual access software and periph~ral devices If requested, the Contractor must provide a detailed explanation of how compliance with the foregoing nonvisual access standards is achieved and a validation of concept demonstration. The requirements of this Paragraph shall be construed to achieve full compliance with the Information Technology Access Act,§ 2.2-3500 through 2.2-3504 of the Code of Virginia.

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25. PARKING PERMITS: Virginia Tech Parking Services requires the purchase and display of a parking permit for all vendor/business/contractor vehicles, privately and company owned, that park on campus. The cost of the p~rmit is the same as the faculty/staff permit. Permit options include one year, six months, three months, summer, or day. Permits are available through application at Virginia Tech Parking Services, 455 Research Center Drive, Blacksburg, Virginia 24061. Additional information is available at http://www.parking.vt.edu\vbc.him or by calling Parking Services at (540) 231-3200.

26.PAYMENT: A. TO PRIME CONTRACTORS:

1) Invoices for.items ordered, delivered and accepted shall be submitted by the Contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the Virginia Tech or state contract number and/or purchase order number; social security number {for individual contractors} or the federal employer identification number (for proprietorships, partnerships, and corporations).

2) Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

3) All goods or services provided under this contract or purchase order, that are to be paid for with public funds, shall be billed by the Contractor at the contract price, regardless of which public agency is being billed.

4) The following shall be deemed to be the date of payment: the date of postmark in all cases where payment is made by mail, or the date ofoffset when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act.

5) Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, contractors should be put on notice that final payment in full is contingent on a determination of reasonabfeness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and chalJenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, the Commonwealth shall promptly notify the contractor, in writing, as to those charges.whi9h it considers unreasonabl~ and the basis for the determinatio_n. A contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days ofnotification. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, § 2.2-4363).

B) TO SUBCONTRACTORS: l) A contractor awarded a contract under this solicitation is hereby obligated:

a) To pay the subcontractor(s) within seven (7) days of the contractor's receipt of payment from the Commonwealth for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or

b) To notify Virginia Tech and the subcontractor(s), in writing, of the contractor's intention to withhold payment and the reason. The contractor is obligated to pay the subcontractor(s) interest at the rate of one. percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that remain unpaid seven (7) days following receipt of payment from the Commonwealth, except for amounts withheld as stated in b) above. The date of mailing of any payment by U.S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier contractor performing under the primary contract. A contractor's obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Commonwealth.

27. PRECEDENCE OF TERMS: Paragraphs 1, 2, 3, 7,'8, 9, 13, 15, 18, and 19 of these General Terms and Conditions shall apply in all instances. In the event there is a con'flict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation; the Special Terms and Conditions shall apply.

28. PUBLIC NOTICE OF AWARD: Public notice of the purchase,order/contract award will be publicly posted on the DGSIDPS eVA web site www.eva:state.va.us . Award information may also be obtained by contacting the buyer whose name appears on the solicitation.

29. QUALIFICATIONS OF OFFERORS: Virginia Tech may make such reasonable investigations as deemed proper and necessary to determine the ability of the offerer to perform the work/furnish the item(s) and the offerer shall furnish to Virginia Tech all such information and data for this purpose as may be requested. Virginia Tech reserves the right to inspect Offerer's physical- facilities prior to award to satisfy questions regarding the offerer's capabilities. Virginia Tech further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such offerer fails to satisfy Virginia Tech that such offeror is properly qualified to carry out the obligations of the contract and to complete the work/furnish the item(s) contemplated therein.

30. SMALL, WOMEN, AND MINORITY-OWNED (SWAM) BUSINESS SUBCONTRACTING AND EVIDENCE OF COMPLIANCE: A. Where it is practicable for any portion of the awar9,ed contract to be subcontracted to other suppliers,.the contractor is

encouraged to offer such business to small, women, and/or minority-owned (SW AM) business. IfSW AM subcontractors are used, the prime contractor agrees to report the use of SWAM subcontractors by providing the Owner at a minimum the following information: name of firm, SBSD SW AM certification number, phone number, total dollar amount subcontracted, category type (small,'women, or minority-owned), and type of product/service provided. Note that SW AM vendors MUST be certified with the Virginia Department of Small Business and Supplier Diversity (SBSD) http://www.sbsd.virginia.gov.

B. Definitions: 1. Small business-An independently owned and operated business which, together with affiliates, has 250 or fewer employees

or average annual gross receipts of$10 million or less averaged over the previous three years. Virginia Department of Small Business and Supplier Diversity (SBSD) certified women-owned and minority-owned business shall also be considered small business when they have received SBSD small business certification.

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2. Women-owned business -A business concern that is at least 51 % owned by one or more women who are U. S. citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51 % of the equity ownership interest is owned by one or more women who are citizens of the United States or non-citizens who are in full compliance with the United States immigration law, and both the management and daily business operations are controlled by one or more women who are U.S. citizens or legal resident aliens.

3. Minority-owned business -A business·co~cern that-is at least 51 % owned by one or more minority individuals (see Section 2.2-1401, Code of Virginia) or in the case ofa corporation, partnership, or limited liability company or other entity, at least 51 % of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more minority individuals and both the management and daily business operations are controlled by one or more minority individuals.

4. Minority individual- means an individual who is a ci_tizen of the United States or a non-citizen who is in full compliance with United States immigration law and who satisfies one or more of the.following definitions: a. "African American" means a person having origins in any of the original peoples of Africa and who is regarded as suCh

by the community of which this person claims to be a part. b. "Asian American" means a person having origins in any of the original peoples of the Far East, Southeast Asia, the

Indian subcontinent, or the Pacific Islands, including but not limited to Japan, China, Vietnam, Samos, Laos, Cambodia, Taiwan, Northern Marinas, the Philippines, a U. S. territory of the Pacific, India, Pakistan, Bangladesh, or Sri L~nka and who is regarded as such by the community of which.this person claims to be a part.

c. "Hispanic American" means a person having origins in any of the Spanish-speaking peoples ofMexico, South or Central America, or the Caribbean Islands or other Spanish or Portuguese cultures and who is regarded as such by the community of which this person claims to be a part.

d. "Native American" means·a person having origins in any of the original peoples of North America and who is regarded as such by the community of which this person claims to be a part or who is recognized by a tribal organization.

C. All Small, Woman-owned, Minority-owned and Disabled Veteran-owned businesses who meet the definition established by the Code of Virginia as certifiable are strongly encouraged to obtain .certification with the Virginia Department of Small Business and Supplier Diversity (SBSD).

31. TAXES: Sales to Virginia Tech and the Commonwealth of Virginia are normally exempt from State sales tax, State sales and use tax certificates of exemption~ Form ST-12, will be issued upon request. Deliveries against this contract shall be free of Federal excise and transportation taxes. The Commonwealth's excise tax exemption registration number is 54-73-0076K.

32. TESTING AND INSPECTION: Virginia Tech reserves the right to conduct any test/inspection it may deem advisable to assure supplies and services confonn to the specification.

33. TRANSPORTATION AND PACKAGING: By submitting their proposals, all offerors certify and warrant that the price(s) offered are for FOB destination and include only the actual freight rate costs at the lowest and best rate and is based upon the actual weight of the goods to be shipped. Except as otherwise ~pecified herein, standard commercial packaging, packing and shipping containers shall be used. A.JI shipping containers shall be legibly marked or labeled on the outside with purchase order number, commodity description, and quantity.

34. USE OF BRAND NAMES: Unless otherwise provided in this solicitation; the name of a certain brand, make or manufacturer does not restrict offerers to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired. Any article which Virginia Tech in its sole discretion determines to be equal ofthat specified, considering quality, workmanship, economy of operation, and suitability for the p4rpose intended, shall be accepted. The offeror is responsible to clearly and specifically indicate the product being offered and to provide sufficient descriptive literature, catalog cuts and technical detail to enable Virginia Tech to detennine if the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make or manufacturer specified. Unless the offerer clearly. indicates in its proposal that the product offered is an 11 equal11 product, such proposal will be considered to offer the brand name product referenced in the solicitation.

Electronically available from 01/01/2016 until present

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ATTACHMENT 8

QUARTERLY SALES HISTORY REPORT TEMPLATE

1. Indicate time period covered by the report

2. Required data elements to be provide in eitherAccess or Microsoft Excel:

University name Product Category Name Product Category Number Part Number Part Description Manufacturer Name Manufacturer Part Number UOM Hot Ust Item {Y, N) List Price Discount Percentage Net Price Quantity Extended Amount

15

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ATTACHMENT C

FULL PRICE FILE TEMPLATE

Required date elements to be reported in either Access or Microsoft Excel:

Product Category Name Product Category Number Part Number Part Description Manufacturer Name Manufacturer Part Number UOM Hot List Item (Y, N) List Price Discount Percentage Net Price Price File Date

16

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Response to

Virginia Tech

RFP #0046374

General Laboratory Supplies and Equipment

Wednesday, September 14, 2016

Redacted Version

The information contained in this bid proposa l was prepared expressly for your institution ("Customer" ). VWR International, LLC ("VWR") considers this information to be proprietary and confidential, to the extent marked as such herein and subject to applicable public records disclosure laws, and it may be used only for the purpose of eva luating the merits of a business relationship with VWR. To the extent that information marked proprietary or confidential does not disqualify this response, VWR requests the material be maintained as such. The responses provided herein are intended for evaluat ion purposes only and do not represent a warranty or any other contractual commitment.

1.800.932.5000 VWR.com

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VWR Proposal to Virginia Tech RFP# 0046374

EXECUTIVE SUMMARY

On behalf of the entire VWR team, we wou ld like to thank Virginia Tech and VASCUPP for the opportunity to provide VWR's vision for a collaborat ive partnership for Laboratory Supplies, Equipment and Casework. VWR appreciates the opportunity to outline the benefits of working w ith VASCUPP institutions and cooperatively with participating group in Virginia.

VWR understands that the objective of this RFP is to obtain best va lue, and in some cases achieve more favorable pricing than is obtainable by an individual inst itution because of the collective volume of potential cooperative purchasing. VWR will enable Virginia Tech and other participating universities to achieve this goal through our following key benefits:

./ Breadth of Scientific Product Portfolio

./ Best Value Pricing and Terms

./ Account Coverage and Dedicated Customer Care

../ Focus on Distribution Excellence and Technology

Broad Product Portfolio - We believe in the Power of Choice • Over 2 million products online at VWR.com • Research Product Portfolio offering chemicals, apparel,

biologicals, equipment, instrumentat ion, filtration, glassware, apparatus for laboratories, PPE, and much more

• Healthcare product portfolio to meet needs of universities with partnering hospitals

• Broad Science Education portfolio for K-12, technical colleges, and universities

• Comprehensive Laboratory Furniture product line -designed, delivered, and installed by VWR

• Highly customized products including such as Antibodies (over 100,000 Antibodies searchable with Selector tool) and fi ne chemicals (VWR Building Blocks Portal -Chemica l structure search tool with international procurement capabil ity through one source)

• Low Cost Opt ions that give back to the Community- VWR

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Gw@:H1i•

Collection products supporting the VWR Foundation for Science Outreach • Expansive Market Source Program to acquire one-time items under contract

I I

,EMO I I

We Enable Science

BD

Thermo SC IEN TIF I C

Best Value Pricing & Terms - We believe in the Power of Leverage (Confidential and Proprietary)

VWR International, LLC 2

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VWR Proposal to Virgin ia Tech RFP# 0046374

Statewide Account Coverage and Customer Care - We believe in the Power of People. VWR is committed to providing the resources necessary to exceed the expectations of each university customer. As such we will provide access to the following resources:

• Dedicated Contract Manager

• Sales Representatives assigned to each

University

• Technical Specialists on campus

• National Brands & Low Cost Alternatives

• Unique Services and Products

• Dedicated Customer Care Team

• Nationwide Distribution Network

• Contract Reporting Team

• Nationwide Customer Logistics Managers

• 828 Project Manager for integrations

Focus on Distribution Excellence and Technology- We believe in the Power of Innovation For over 100 years, VWR has created innovative approaches to changing market dynamics, economic conditions, and customer expectations. We've kept our focus and investments squarely on distribution - maintaining the flexibi lity to add and remove manufacturers from our product offering without conflicts of interest from being "vertically integrated" into the manufacturing side of the industry.

• We are a nimble, customer-focused organization that offers cost savings through leveraged volume over a broad portfolio of products delivered through a state-of-t he-art supply chain network.

• We actively engage end-users and listen to their requests and concerns, then align our resources and technology to meet the goals and deliver better value.

• We strive for t ransparency with our customers and offer reporting that provides the basis for strong audit tools to give you both visibility to spend history and ensure contract compliance.

• We continuously invest in our state-of-the-art E-comm erce platform by adding features/content like "Click to Chat", industry leading product availability and order tracking information, product recommendations, end-user level management controls and approval workflow tools, customized shopping experiences, low cost alternatives and tracking of choice, robust electronic documentation and Level 2 punch-out capabilities. These tools make buying on contract easy.

VWR understands that in a multiple-award scenario, end-users have a choice when procuring laboratory supplies. We have outlined in this Executive Summary and our RFP Response what we believe sets VWR apart as you consider which suppliers will provide best value in a contract award. Virginia Tech and VASCUPP's commitment to support strategic partnerships gives VWR confidence in building this agreement.

VWR International, LLC

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VWR Proposal to Virginia Tech ·,n V VWR Pr.oposa/ (Confidential and Proprietary) :

RFP# 0046374

We appreciate the opportunity to review these benefits and further design partnerships that benefits all VASCUPPs schools both individually.and cooperatively.

Sincerely,

Education, Medical Research, Healthcare, Government VWR International, LLC

VWR International, LLC

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RFP# 0046374

Table of Contents

EXECUTIVE SUMMARY .................................................................................................................................................................. 2

ATTACHMENT B SPECIFIC REQUIREMENTS ............................................................................................................................... 6

Question #1 ..................................................................................................................................................................................... 6

Company Overview ...................................................................................................................................................................... 6

Geographical Operations ............................................................................................................................................................... 8

Unique Services .......................................................................................................................................................................... I 0

E-Business .................................................................................................................................................................................. 13

Acquisitions ................................................................................................................................................................................ 18

Product Portfolio Expansion ....................................................................................................................................................... 18

Question #2 ................................................................................................................................................................................... 19

Product Lines .............................................................................................................................................................................. 19

Exclusive Manufacturers ............................. : .............................................................................................................................. 20

Life Science Aggregation and Portfolio ............................................................................... , ...................................................... 21

Healthcare and Clinical Lab Products .......................................................................................................................................... 24

VWR Collection - Private Label ................................................................................................................................................. 25

Sustainable Products ................................................................................................................................................................... 26

Science Education ...................................................................................................................................................................... 27

Lab Furniture Program ................................................................................................................................................................ 28

Discounts.and Hot Lists ............................. : ................................................................................................................................ 30

Question #3 ................................................................................................................................................................................... 31

Sales Support .............................................................................................................................................................................. 31

Voice of the Customer ................................................................................................................................................................ 32

Question #4 ..............................................................•.................................................................................................................... 33

VWR Price File link: ............................................................................................................................................................... 33

Question #5 ........... : ....................................................................................................................................................................... 34

Partnership options ..................................................................................................................................................................... 34

University Enriclunent Options ................................................................................................................................................... 34

Question #6 ................................................................................................................................................................................... 35

Participation ............................................................................................................................................................................... 35

Question #7 ................................................................................................................................................................................... 39

GENERAL INFORMATION FORM ............................................................................................................................................. 39

COMP ANY INFORMA-TION/SIGNATURE .................................................................................................................................. 40

ATTACHMENT A TERMS AND CONDITIONS ............................................................................................................................. 41 ,, ATTACHMENTB ............................................................................................................................................................................. 45

ATTACHMENT C ............................................................................................................................................................................. 46

VWR International, LLC ,,_

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VWR Proposal to Virginia Tech RFP# 0046374

ATTACHMENT B SPECIFIC REQUIREMENTS

Proposals should be as thorough and detailed as possible so that Virginia Tech may properly evaluate your capabilities to provide the required goods or services. Offerers are required to submit the following information/items as a complete proposal:

Question #1

1. Provide a summary overview of the company, including geographical operations, unique services provided to the higher education marketplace and envisioned company changes including planned technological advances and acquisitions.

Company Overview VWR (NASDAQ: VWR) is a leading, independent provider of laboratory products, services and solutions to the global life science, general research and applied markets. With over $4.3 billion sales in 2015, VWR has significant market share positions in Europe and North America. Additionally, we have operations in Asia-Pacific and other key emerging markets to support our multi­national customers around the globe. VWR serves a critical role in connecting over 300,000 customer sites with over 4,000 core laboratory product suppliers across multiple industries and geographies. We offer one of the broadest portfolios of branded and private label laboratory products and a full range of value-added services, including custom manufacturing, to meet our customers' needs. We deliver value to our customers by improving the costs, efficiency and effectiveness of their research laboratories and production operations.

With an offering of approximately 2.4 million products, VWR has developed an extensive global infrastructure comprised of over 160 facilities. VWR has approximately 3,800 sales and service-focused professionals, including 330 sales specialists in areas such as Life Science, Chromatography, Production Chemicals and Furniture, selected for their in-depth industry and product knowledge; for a total of over 9,300 associates globally. We operate a distribution network with more than 4.6 million square feet of distribution space, consisting of strategically located distribution centers, various smaller regional service centers, and "just~in-time" facilities, as well as customer contact centers for customer specific requirements.

VWR has a highly automated ERP system that promotes standardization and simplicity. Our global web infrastructure provides seamless integration with our customers. Furthermore, our technology platforms support rapid development and deployment of enhancements so that we may quickly adapt to meet the technology needs of our customers and seamlessly integrate new acquisitions. We have made significant investments in our IT platform to implement a common ERP and e-commerce platform to enhance the customer experience. In 2015, over half of our orders were derived from our e-commerce platform. We have more than 175,000 customer accounts on our website.

Our portfolio includes chemicals, reagents, consumables, durable products and scientific equipment and instruments with a range of complexity and sophistication. We offer most of the leading branded products in the customer segments we serve. VWR private label products enhance our branded product offerings by providing additional choice at varying price points to our customers. We complement our branded and private label product portfolio with value-added service offerings marketed under "VWRCATALYST", including on site services, sourcing and procurement, logistics, chemical and equipment tracking and business process consulting. We have recently expanded our service offerings to include more complex scientific research support services, such as genotyping, bioreactor servicing, compound management and customized kit assembly. In addition, we offer custom manufacturing solutions, including buffers, reagents and other chemicals used in biopharmaceutical and industrial applications and production processes. We believe these growing value-added service offerings integrate us within our customers' critical operational processes and further differentiate our value proposition from that of our competitors.

VWR International, LLC §\GJ

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VWR Proposal to Virginia Tech RFP# 0046374

Over VWR's 164-year history, we have built longstanding and extensive customer relationships. As of December 31, 2015, our top ten customers have had relationships with us averaging more than 12 years.

In 2015, VWR provided solut ions to approximately 100,000 individual customers, including a significant number of Fortune 500 companies, approximately 5,000 leading academic institutions and thousands of smaller businesses in multiple industries. We centrally manage and actively collaborate with our largest global customers to provide them with value-added services, optimize the efficiency of their research, production and procurement activities, and support them with dedicated onsite professionals and technicians. At VWR, we enable science.

Value Proposition

Operationa l Excellence, Structured Choice and Differentiated Services drive the VWR mission to Enable Science. VWR is a global provider of laboratory supplies, equipment, VWRCatalyst services, furniture, casework and accessories.

VWR enables the advancement of the world's most critical research by providing product and service solutions to laboratories and produ ction facilit ies in the educational, clinica l healthcare, governmental, pharmaceutical, biotech and industrial industries.

With relationships at over 3,800 schools in the USA, VWR has invested years into understanding the needs of our higher education clients and have built solutions to answer these needs.

VWR International, LLC

We believe in: ·.

Product Choice Unparalleled choice wrth over 2M products

Operational Excellence Total solutions dnv1ng supply chain security and effic1enc1es across the globe

Differentiated Services Innovative flexible and custom12ed solutions

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VWR Proposal to Virginia Tech RFP# 0046374

Geographical Operations

Supply logistics: Right Product, Right Place, On Time

As a Supplier to Virginia universities, VWR will commit to continuing to stock high turn consumables, chemicals and life science reagents in our Bridgeport, NJ distribution center to allow for faster turnaround times for end-users. VWR will work with VA TECH procurement and high volume departments to identify products to be stocked in Bridgeport.

Local Distribution Center= Capacity, Sustainability, Quality.

• 310,000 square feet

• 17,000 -+ Items on stock

• Serving NE customers

• Dehveryln 1-2 days

• ISO 9001:2008 registered

• cGDPComplrant

• Centro, ed storage areas (cool, cold, frozen)

• Regulatory complrant storage and handhng

• • VWR~

VWR also provides access to 2 million square feet of warehouse space with over 40,000 product s, utilizing 10 central and regional centers and 8 local service centers. Each distribution location is governed and operated under cGDP, modeled after world class and industries best practices, delivering on VWR's promise of quality products, shipped and delivered on-time, error­free.

The VWR distribution infrastructure utilizes the most recent state of art technologies to provide fast, efficient and accurate order fulfillment from Bridgeport and alternate sites. VWR utilizes integrated warehouse management technology:

• Environmentally friendly facilities and paperless warehouse operation • Technologically advanced WMS, RF, Barcode Scanning, Slotting and Cubiscan Systems

• Conveyor Automation • Engineered Performance Standards • Directed Put-away System

Safe, efficient, state of art work environment for our associates Quick and reliable order processing and special services for our customers.

VWR International, LLC

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VWR Proposal to Virginia Tech

North America Distribution & : Su I Chain Ex ertise

Delivery

'

North American Operations

• Approximately 2 million sq. ft. of warehouse space

• 6 CDC's {central distribution centers)

• 4 RDC's {regional distribution centers)

• 8 Local Service Centers

• Over 4,500 suppliers

• 40,000+ products in stock

• 2.1 Million+ products available

RFP# 0046374

For all orders placed regardless of method, VWR returns an order acknowledgement via e-mail that provides all details on the order, including line item det ail, pricing and updated shipping status/estimates. Department information that is transmitted at the time of order (e.g., cost centers, charge codes, department codes, purchase orders, etc.) is also included.

When orders are rea dy to ship, VWR provides an advanced shipping notice via e-mai l. If desired, VWR can instead, provide these electronically (system-to-system) via EDI or XM L.

Items requiring specialized delivery services such as equipment and instrumentation will be coordinated by subcontracted groups certified for proper delivery and installation.

Rush/emergency Orders - Rush orders are entered into the system as "Immediate orders" by a Customer Care Expert, noting an immediate order. The order will then drop to the appropriate Regional Distribution Center (RDC) noted as an immediate order {VWR has RDCs located in four time zones within the US). The order is automatical ly moved to the top of the Pick, Pack and Ship queue. All orders entered into the system before noon local time wi ll automatica lly be processed th e same day.

Network-wide Logistics Performance

• On tim e deliveries = 97%.

• Error free shipments = 99.8%.

• Line Fill Rate= 96%, or about 4% of all lines backorder. • Supply Chain minimum/ standard order line completion is 95%.

• The order line completion average exceeds 96%.

• Distribution Center order turnaround of orders received by Noon is 99.95% ship same day.

VWR's Purchasing and Customer Care teams work in tandem to review all critical inventory backorders and expedite product from the supplier or alternate VWR Distribution Center to fil l backorders as quickly as possible.

VWR commits to partnering with VA TECH to help utili ze our local Distribution Center in reducing customer pain points such as lack of laboratory storage space, frozen and refrigerated product delivery, and Just -In-Time delivery needs.

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VWR Proposal to Virginia Tech RFP# 0046374

Unique Services

Differentiated Services and Lab Specific Inventory Management

VWRCatalyst solutions are an extension of the broad VWR portfolio and offer an extensive range of on-site services. Overviews and awareness for VA TECH of the solutions are outlined below and can be explored going forward. Addit ional detail on Point of Use, Storeroom 3 rd Party M anaged Stock (Freezer Programs) and Chemica l Tracking are provided.

Click on image below to launch:

Sourcine and Procurement

• Material Logistics and Product Standardization

• Requisition Review

• Third-Party Procurement

Facility Support and Loiistics

• De-Trashing/Cart Delivery

• Intra-Campus and Desktop Delivery

• Shipping, Receiving, and Mallroom

VWR International, LLC

' I

Safety Services

• Chemical and Safety Training

• Workplace Inspections

• Records and Compliance Management

• National and Local Reporting

• Cleanroom Cleaning& Management

• Station Inspection and Replenishment

VWRCATAUST Ovetview .pdf

Technical Bench Activities

• Solutions Preparation

• Media Kit Assembly

• Compound / Sample Managem ent

• Scientific Device Managem ent

• Scientific Study Preparation

• Gas Cylinder Management

Inventory and Chemical

Manaeement

• Point-of­Use/Stockroom Inventory Management

• Garment Management

• Warehouse Management

Laboratory Support

• Clinical Trial Managem ent

• Autoclaving

• Dry Ice Distribution

• Glass Washing

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VWR Proposal to Virginia Tech

Industry leading, chemical inventory management system

• Container based tracking

(Other materials - Biological,

Equipment, Supplies)

• Expiration Date monitoring

• Product specific MSDS Management

• Efficiency through barcode scanning • Regulatory Identification and

Reporting • Advanced Printed and Email Reports

RFP# 0046374

Chemical management has become one of the most crit ical issues for many scientific labs, production facilities and universities. Compliance with Homeland Security, OSHA, DEA, stat e and loca l agencies, including fire departments, has many companies looking to VWRCATALYST for the solution.

VWRCATALYST's chemical management programs are built on the industry leading software for chemical tracking and management. From receiving and storage to usage and disposal, our chemical tracking will let you know exact ly where your chemicals are and how much has been used, as well as provide the necessary information for security and compliance.

We can provide support for:

• Compliance

• Tracking & Logistics

• Cost Savings & Quality Control

Our chemical management programs are in the smallest of chem ica l stockrooms t o the largest enterprise environments. In today's highly regulated environ ment it is essential t hat we deliver exceptiona l chemical inventory accuracy that's driven by error-resistant processes, well-trained users, and intelligent use of technology, thereby reducing stock levels, costs, liability, and environmental impact. VWR helps address regulatory requirements, whether EPA, FDA, OSHA, or DHS. We can accurately t rack chemical inventory and generate report s that document compliance at any time, in any format.

VWRCATALYST's chemical management programs address each stage of the chemical management lifecycle, from procurement through use and disposal, delivering you end-to-end inventory integrity.

VWR International, LLC

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VWR Proposal to Virginia Tech RFP# 0046374

Point of Use Locations

Point-of-Use {POU) locations allow for researchers and scientists to select articles for daily use. VWR onsite customer service representatives monitor stock and replenish inventory at predetermined locations by building or department.

VSR+ software manages Point-of-Use (POU) locations in your high through-put lab areas that will reduce the travel time and ordering requirements needed to order/ gather materials.

Chemical Tracking provides the ability to track all future chemical packages received through the storerooms and Point of Use Locations. Consideration can be given to inventory alignment with current VA TECH chem ica l inventory in individual labs. VWRCATALYST's chemical management programs address each stage of the chemical management lifecycle, from procurement through use and disposa l, delivering you end-to-end inventory integrity.

VWR has the ability to provide a dedicated Business Process Consultant to VA TECH to help manage and implement a chemical tracking system. VWR will work jointly with your EH&S Department to create a customized approach to attain VA TECH's goa ls. VWR typically utilizes ChemSW software, but is not exclusive to that program. Below are the capabilities that can be combined for your customized Chemical Tracking Program.

3rd Party Managed Stock or Freezers

VWR participates in over 100 freezer programs at universities nationally including Georgia Tech, Penn State, Vanderbilt, Northwestern, Harvard, MIT, Duke and Cornell. We run successful programs with leading life science brands you know and trust.

Since there is realty no "one-size-fits-all" formula for implementation, most onsite supply programs are customized based on customer needs. A typical procedure for implementation includes, but is not limited to:

• Meetings with end users based on request and usage.

• Surveys to determine high volume and total usage

• Meeting with the suppliers to verify shipping and packaging needs, and schedules

• Delivery and set up of equipment (ambient, refrigeration, and freezers)

• Establishment of phone/ data lines for t ransmittal of replenishment orders

• Establ ishment of initial inventory {VWR typical ly provides first $1000 in inventory at no charge) • Review of inventory and training of end users

• Confirmation of billing procedures

• Weekly visits by designated personnel to maintain inventory

Asset Management

Equipment and Instrument Services

Calibrations:

• Service and calibrat ion on 99% of VWRs Equipment and Instrument Portfol io • Strategic Partnerships with other Service Providers

VWR International, LLC

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VWR Proposal to Virginia Tech RFP# 0046374

Qualifications I Validations:

• Services that assure customer equipment, systems or processes meet their intended use

Lab Coordinator Service

• Asset Inventory and Management • Service and Contract Management • Preventive Maintenance Programs

Compliance:

SciTivity

• Training, Assessments and Procedure Development • Project Management

SciTivity is a free cloud-based collaboration site to provide individual lab inventory management, equipment sign-up, protocol sharing.

Selector Tools, Support Programs and Custom Products

• Antibody Selector

• E-molecules chemical structure

• Pipette Tip Selector

• Freezer rack Selector guide

• New Lab Start Up lists

• Promotions Visibility

E-Business

VWR Building Blocks Porul

- .. ,t,

PipetTips

..,.._ .. _..,. ____ .,...._ ..... ,.. ___ ._ _ _.,..._

.w.,.__....,.. _ _ .._-··--•"'"t_......,. __ _ - - - - •-.._....- •,r•-

VWR International has invested significant ly into developing the best e-business solutions in our indust ry to support our customers and their requirements. We are committed to supporting each customer's business processes through the use of scalable electronic commerce solutions to increase efficiency, reduce costs, improve the overall buy/sell process, and increase service levels to customers and end-users.

VWR International, LLC

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VWR Proposal to Virginia Tech

ENABLING SCIENCE TO ADVANCE YOUR WORK Ourso,lioa,_, __ , __

~ fO productk:ft ttw'Oi.4h Pn,cb:t Chok,o. CloornicNI i..:.llffl<t Ml Oifftrenciautd S..Vk.fl.

RFP# 0046374

In addition to integration with Market Place, VWR currently offers B2B solutions to over 1,000 customers and over 100+ unique B2B systems. VWR continuously monitors emerging technology with an eye toward adopting those that improve systems and processes.

Best in Class Web capabilities and Features providing an Enhanced Customer Experience:

• Most advanced order status functionality in the market including live carrier tracking

• Lower Cost & In stock Alternatives • Robust Search and Selection Tools

• Customized Landing Page with VA TECH specific information

• Quotes Visibility an d Processing

• Shopping Lists customized by End-user

• Click to Chat On-Line Support

• Access to over 2 Million products

For a look at VWR.com capabilities, please see the attached below:

Industry Leading Order Status Functionality

Aligning our 2016 goa ls to support VA TECH:

e-Business Capabilities C>.lefview.

• Direct Factory Sh ip Tracking and Visibi lity, Enhanced shipping confi rmations including certificates • Complete, consistent, reliable, visi bility to order status

• Proactive notifications providing order updates

• Expansion of stock visibility leveraging increased supplier virtual inventory

• Supplier integration standards to support seamless interact ions • Best in class user experience on vwr.com

VWR International, LLC

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VWR Proposal to Virginia Tech

·;.

Industry Leading Order Status Functionality {

~ Orderoverview

;... View invoices

), Real t ime shipping -·

information

;... Tracking Numbers

-.--­_,,_ .. _ '«&a

~ ... -· -- - -

& & · · ·' ' ·~ · · VWR~ .. ... W~l~ bk k~

VWR.com Order Status - New Look and Function~lity

More Visibility - Up to two years of order history o.s,,,., Faster look Up - Predetermine dat e ranges or custom range for quick look ups

Quick Access - click on Your Order number for order process details and shipping status

,/'New - Product picture and expanded descriptions

.,.Easier access - to product inform ation, SOS and literature

"'New - Est imated arriva l with updates to orders that haven't shipped

.,.New - Tracking number for shipped packages

"'New - Certificate of Analysis for applicable shipments

Lower Cost & In stock Alternatives

-- -m!:11 -- -- - -·-

-- ....:.t... --lr-> __ _ ,_

S =--··- :.:" =---- -~ _...... .. =~~ .. -~ ... -..,_._ .... _

Q ··- _____ ......... ,

---··" ---··- ··---­--~ -.---­" · '- --11.0 _ ... __ __ --··-·---..

RFP# 0046374

VWR ca n provide technology to offer end users Cost Savings choices during order placement w ith back end reporting to provide VA TECH reports on savings gained and missed opportunities. This technology provides best in class capability to reduce budget spend at the point of sa le.

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VWR Proposal to Virginia Tech

Cost Savings Offerings & Tracking by Customer ,

Offrr (ost <;.wing, Opporturntw\ 011

[ ~ ly 14fectin9 altern,1Uve products, you •aved $224.08 on this order.

Total : S1, l 9l.4' Tr dlk & Report

• Cost Savings • Mrssed Opportunities

-.-------. -- .. _ .. ____ .... - ----- ---... _ .. _ .. ____ ,

Robust Search Tools

• Integrated Manufacturer Part Number search

• Selector Tools for Antibodies, Freezer Racks, Pipettors and Pipette tips

• Alternate Brands offered to meet budget or in stock requi rements • Environmentally Preferred Products • Diversity Manufactured Products

• Advanced Chemical Search (CAS #,MDL#, Molecular Weight, etc.)

• Chemical Substructure Search

• MSDS/SDS Visibility

• Certificate of Analysis Search and Visibility

• Owner's Manuals

Customized Landing Page

• Local representative and specialist contact info

• Links to documents and specific locations on VWR.com

• Site features

• Preferred product lists and/ or promotions • Links to other sit es recommended by end users • Order reminders

• Technical Seminar invitations

Quotes Visibility and Processing

• Visible on VWR.com punch-out through 828 plat forms • Provided to customers as PDF or Excel formats

• Can be uploaded and quantity modified on VWR.com for fast check out

RFP# 0046374

• Addit ional products not included on the quote can be add for consolidated purchasing

VWR International, LLC

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VWR Proposal to Virginia Tech

'9i :>nnt

My Quotes Below""' quotes that have bem =•ted for you (or • member of your oroanwobon). Oidc the "add" 6nk to add an ol the rtems on the quote to your shopping basket. O ,ck the · .;.,.,,. link to view the quote befor,, adding ~ems to your basket.

,.ma; ·- _,saa.g_.,e,+a•• 3tM1213

8002285569 Terri Esteves • Low (New Account 12/31/2013 $424.50 2 a!lll ~ Retention Plate Number·

80098703)

3041213

8002284398 Terresa Esteves · Kodak (New Account

12/31/2013 $1,819.54 2 a!lll ~ Number· 80098703)

3345810

8002283984 Shapira • Eppendorl and (New Account 6/7/ 2013 $2,802.08 8 a!lll ~ Various Number ·

802u no)

3345810

8002283191 Shapiro • Eppendorf (NewAccourrt

12/31/2013 $2,849.98 5 a!lll ~ Number· 80214nO)

JtMl tMl

8002283189 Russ Szalasny • Polyplus (New Account

12/31/2013 $1,020.92 a!lll ~ Humber -80098681)

Shopping Lists customized by End-user and VWR for Best Buys, Sustainable, SWAM, etc.

End Users have the capability to build and share shopping lists. Features include :

• Frequently Ordered Items

• Personalized, multiple lists as reference for repeatable orders

• Ability to upload multiple items for order entry • Recommended products for New Labs

• Storeroom Stock if applicable

• Special Catalogs/Lists uploaded by VWR to highlight prom otiona l pricing and features

RFP# 0046374

• VWR Sales representat ives update frequently to provide current information specific to VA TECH.

VWR International, LLC

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VWR Proposal to Virginia Tech RFP# 0046374

Click to Chat On-Line Support

VWR is an industry leader with our live "Click to Chat" feature that redirects to specialists depending on the type of request.

• Available weekdays 8am-8pm.

• Product selection

• Specifications • Order tracking

Click to Chat with .i Reprtient.atlve.

• Contact information • Billing details

• Returns

Catalogs:

Sma ller publications to highlight best buys, new technologies and specific guidance on for specific workflows has been developed via the All You Need Guides and Smaller Format catalogs for the workflows shown below. These allow researchers qu ick access via a traditional or electronic catalog to specific products they need without being overwhelmed with materials not necessary for their workflows.

• Organic Synthes is

• Analytica l Chemistry

• Analytical Chemicals

• Tissue Culture

• Proteomics

• Genomics • Cell Biology • Food Analysis

• Science Education - Physics, Chemistry and Biology

• Laboratory Renovation

• VWR Collect ion - Low Cost Alternatives for Common Items

• Healthcare

Acquisitions VWR will work w ith VASCUPP to bring the benefits of future acquisitions to the agreement. VWR consistently seeks opportunities to augment the value we bring to our customers. In that framework w e continually look at acquisitions, all iances and joint ventures as possible vehicles to facilitate these improvements. VWR plans to continue our acquisition strategy that has seen us acquire and successfu lly integrate 34 companies since 2007. These globa l acquisitions will further assist to enhance the services and products we ca n deliver to our customers.

Product Portfolio Expansion VWR continues to offer capabilities to utilize state of the art products and technologies to Enable Science. In the past few years VWR has extensively expanded our Life Science portfolio and capabilities. Companies such as NEB, SGI, Seradigm, Azure, Lucigen and many more have been added with many more to come in order to allow easy acquisition of newly launched technologies for resea rchers.

In addition, VWR has brought enhanced digital tools such as our Antibody Selector online to allow end users to easily navigate the vast offering of products and quickly narrow down the options to the products that w ill work seamlessly in their workflows.

VWR International, LLC

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VWR Proposal to Virginia Tech RFP# 0046374

Question #2

2. Provide detailed information regarding product lines and associated discounts off list prices. Also provide your concepts for providing hot lists to the VASCUPP members. Provide shipping costs and return policies.

Product lines

BROADEST SCIENTIFIC PRODUCTS PORTFOLIO IN THE INDUSTRY

VWR offers an exceptionally wide range of products, including chemicals, glassware, plasticware, instruments and other laboratory equipment , protective clothing, laboratory furniture and scient ific educational materials. We currently market more than two million products from a network of thousands of suppliers.

• Chemicals, Consumables and Equipment

• Thousands of Everyday brands such as Corning, Eppendorf, Thermo & GE Healthcare: Click for Link {Suppliers)

• Exclusive Brands for access to the newest technologies • World's Largest Distributor of Thermo Products

• Life Science Aggregation to allow trad it ional and new technology

• Largest Antibody Select ion in the World

• Healthcare - Clinical Laboratory Portfolio for diagnostic and research • VWR Collection to minimize cost and maximize usage and support Science Outreach Programs

• Environmentally Preferred Products (EPP) Offerings with Enhanced marketing and low cost options

• Science Education products specific to teaching facilities • Furniture and Casework for Renovation with no charge design service

We bring you an extensive portfolio of products to give you the best choices. VWR understands that today's universities expect higher levels of return on their investments.

VWR is the one source to supply virtually any type of laboratory setting:

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VWR Proposal to Virginia Tech RFP# 0046374

Exclusive Manufacturers

VWR cont inuously expands our expansive list of exclusive manufacturers. These are noted in the attachment below.

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VWR International, LLC

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VWR Proposal to Virginia Tech RFP# 0046374

As an example, VWR has exclusive distribution partnersh ip for many additional brands such as those below in the Danaher family of companies.

Danaher Group - Powered By VWR / '

Beckman Leica Hach Mol Dev Pall Sci Ex Focus: Focus: Focus: Focus: Focus: Focus:

Cer.trafugiltlan M1croscop., - fl.11cro Plate -Fdtri'tion -Mass Spec Water A.f'lalym readers and -S.eparoi'tron -HPLC Automation H,stol.-:>~( arj In-line proceu1rc 11.-a~ers -Purification

Consumables patholot;Y - Field and lab

Con su rr at:: es instruments, Live cel l 1ma~1n~

Differemiators .... Differentiators: .... reagents and .. Reagent!. .. Differentiators t- Differentiators: software

Industry innovator m \\'.:,r :d l >?aj'::'r , n Differemiators: Differentiators: -lndustr,, leader centrifugation, '.ata~da~d anj

-E.xclus,,,e automation, and corf:,.:a l PL echem - One of world's Global SLppl1er diagnostics l'T' : :~:'.;co;::·, supp!rer 1ead1nr:; provider 1n -Leader ,n HPLC Broad product and . Glo~al : -:·a::11::~ " - V\\'R GI obal b1oanal'(t1cal and Chrom sen11ce portfolio

rw;;t.:1.:;f Suppl1€'-r measurement sample prep for Value Pro~itioo 1,:;•;f1_::1o F11?ld expertise Field expertise over 40 years

S: · ,_t: Y'"i Value Proposition Comprehensive ·Acrod1s.c' brand Supporttrir; inno'1at1ve sc1entrfi.: Value Propos1t1on portfolm recor:n,zed as. the

-Ensure water solut ions that .~1ake dec1sll,e

quality for people Val u ll! Proposition h 1ghe~ qual ity improve heal t hcare c.ortr1 C1...i t1 on~ to ar ound the world -Enable customers

syringe fil t er

-lndu:;tr'( Bra!'ljs our users' efforts to unravel the -GM61sthe

-Cross-es all fields -l a"gl?:t col lect1()('

complexity of membrane of ;i.J:egra, .l..-.;rnt 1. -:>f EP..\ ai;:~r'.),Jt:"d

reference for eiarnei:, ~tencc~rt of 5-e1ence r."om rrett- .Jj:; b1010,1cal systems

-Ded,cated field cl1r.·cal to R&D . :r·:h.'.itr'( Bra~d-;

M1crobtology

service and support 5~~:tra~/a.t, Flex -:.°'

Life Science Aggregation and Portfolio

VWR is a global provider of a broad portfolio of life science reagents, consumables, kit s, tools and services to the research laboratory, enabling resea rchers to improve the effectiveness of their research through quality, cost and greater efficiency. VWR serves the research community as an Aggregator of products as opposed to a vertical integration model. This allows for broader product choice and technical expertise communicated to the end user community.

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VWR Proposal to Virginia Tech RFP# 0046374

'

Life Science Workflow Products/Technique~s

Academic customers have come to appreciate VWR's selling organization supported by the VWR representative, the VWR Life Science Specialist and Manufacturer Technica l Reps. VWR's "Life Science Specialists" have advanced scientific degrees in molecular and cellu lar biology, microbiology, and neuroscience, to name a few. Their role is to assist in providing your research community with technica l expertise in product selection to drive innovation and cost savings as identified with your institution.

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VWR Proposal to Virginia Tech RFP# 0046374

I Global Reach in Life Science Researtffi One of the largest providers in the industry

Technology driven solutions & tools

Deepest portfolio with focu~ towards Brand Choice

...... .,

• Soorcing from True Mfg. in l<i?y disciplines, driving sisnl ficant cost savings

Emergine Mfg. C.J~bil11tcs in Cell Bioloav

Focusing on 4 key disciplines with 200 technical specialists

Genomlcs

1r,veS11sa1M>r,of thuoluand funcvonsof ONA,flNA Technoques lnd.ide

clonln1,nd expression PCR/qP(JI nuclck Kid punflcauon Southern tnd Northern blott.ns arr ayund sequen<fnc

Prottomlcs

• Study of prottrns, pvt,<ul.,tythelr wuctv1estnd functions Main components of mtubohc P•thwavs of cells & vital to IMnc orpn,SITl5 Techniques lr,cudt

t•trK110n ,nd fractlOnatJon prcl)6fabon tnd conc:tn!rlbon £USA. wtsttrn blottina. meuspeclrometry Jnv,,unoh1rtochcm1wy

Cell blolo,v

lttcorpo,ttes tht use of cell culture lfflll'IU~n,r,a. antibody proclucbol\ transftctk>n, and otntr techniques to study the structure and funct>Ol'I of cells 111d bssucs Cc II blOlor,' s pr "'*Y Nl'lcbon In rcsurch Is to serve uamodtl svsttmfo1 blOloctc•I ~ ul)tnded use In tne develot:,mentofmodtmdtv thtrapeubcs tnd dltfllOSIIU

Mlcrobiolo,v Study of Irie roorpnisms Wide •pphctbon In ttus of rutarch from medical to 1ndustr1al Bioproctssircand er,Vlronmental mon1tot1n1 for tht phllmte:CUUUI & food science lnd1111ties

VWR will continue to build the Life Science structure at VA TECH with the primary goal of supporting researchers in improving their research through product selection and education on innovative technologies, equipment and reagents.

VWR continually develops distribution partnerships with both traditional and developing technology manufacturers, such as New England Biolabs and Omega BioTek.

VWR Life Science has also been busy creating selector tools to help stream line and simplify researchers on line inquires. Our antibody selector tool, fondly named lgGy, is an antibody selector guide with over a 100,000 antibodies that optimizes customer convenience by allowing a research to searchable by application, target, host and antigen. Jg~

The attachments below outl ine the VWR Life Science Portfolio and a cross walk of the portfolio in comparison to Life Technologies. -~

VWR Life Science Val ue Proposition.pdf

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VWR Proposal to Virginia Tech RFP# 0046374

Healthcare and Clinical Lab Products

As a distribution partner, VWR also offers strong differentiation in the clinical space. We welcome additional dialogue and data analysis around ways VWR may be able to help VASCUPP participants and partners achieve goa ls in the healthcare arena. Some highlights to our offering are outlined below:

VWR Healthcare Differentiators

Single price formulary to support clinical and research laboratories Research/ Clinical lab spend consolidation Research/ Clinical lab consignment inventory

Key VWR Healthcare Product Categories

• Hematology/Blood Bank

• Consumables

• Microbiology

• Immunology/Serology

• lmmunochemistry

• Phlebotomy/Sample Collection

• Chemicals

• Histology /Cytology

• Equipment & Instruments

• Molecular Diagnostics

• Analytica l Chemistry

• Furnit ure Program & Planner

The source guide in the attachment below provides an overview of key brands offered through VWR that are typically found in Clinical Laboratories

~ VWR Healthcare Source Guide. pdf

VWR International, LLC

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The VWR Healthcare Value 'rout goel, ,,e our goal,• A.t VWR, we',t foo.iHd on p,o-.,d,n9 you w,th th• produds and toluton, y\'lu nud to ftay hcu•td on you, we,~

Chromatogr~hy It ~,ov,dt >n"IP'4"'tns•~•

1nform,1t, Jn 111d ,e,v• :ts on 1n1tt,,arnenti ,oftw1rt end c:on,umabltr for a w1dt un•tv of ct.,om,1to9u11phy ted\r'IIQues and

Histology rwR un p, vidt you "<j, ru9tl'l:U and

1pp111b1 to p1ep1r1 p,e1,,.,,. and procen tinuH. H weft H C\.': and stl n ucton,.

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HealthCl!re

Wt a rt committed to providin9 you with produC:U and proceuu that m ake tt easy for you t o focus on Nsulu . This commitment begtns with our tum of opu 1enced and cepable \/Wt( He•tthc.are Rep,uentlbvet, our teehnic.al support rtaff. and our key manuh cbJrer . n, an<et,

VWR Httltt><att ct,nical Ctt1199 2012·201•

Blood Collection F,om blood l•ncet.., synngu mad• of plutic o, 9lau. op,Utry tube,, o, blood d,hrting p,peU

Hematology P su:i:,:oru htr'l'ut.,-lo9y I abore' }r,es

de~act,no abnorm•!tt.u of tht blood

In V"ltro F ert111zatJon ..:hoou from a ult<.tion of productr des19ned to ,upport NF taa'ln ~uu ..

M1crob1ology ,.,,aob,ol09y ,s the ft\.!J11 of m1aoorgan1sms .tind how tht1 •ffect thtlt en,monment.

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VWR Proposal to Virginia Tech RFP# 0046374

VWR Collection - Private Label

Choices that Deliver. Products That Do More. VWR Collection sales also automatically contribute to giving back to the community through the VWR Foundation, which financially supports national education initiat ives for science.

Creating Value : The Power of Choice ;,

Diverse Product Mix to Meet Your Diverse Needs

Chemicals

Life Science Products

Equipment

Apparel

Plastlcware

VWR Collection

Production & Safety Supplies

Glassware

Furniture

Instruments

The VWR Co llection is an exclusive line of products that delivers the required combination of quality and value at an affordable price. The portfolio includes furniture, equipment, instruments and consumables, stocked at the highest service levels in the industry and designed to meet budget . They are su pported by a minimum 2-year warranty.

VWR International , LLC

Building a Stronger Foundation for Science ·;_

www.V\11,'Rfoundat ion.ori

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The VWR Collection ,s an exclusive line of products that delivers the quality and value you've come to trust from VWR. Now, every product in this line has the poten t ia l to make a difference.

Purchase VWR Collection products and a percentage• o f sales will be donated to the VWR Foundatton.

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Sustainable Products At VWR, we have a strong environmenta l ethic and are committed to reducing our own impact as well as the impact along our supply chain. We have implemented a number of sustainability initiatives to reduce our energy use, reduce waste and improve recycling, lower our greenhouse gas emissions, promote wellness and safety, and give back to the communities in which we work and live.

VWR Provides ti

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Identification of sustainable products on VWR.com through B2B platforms Quarterly reporting on purchase levels of sustainable products Annual corporate reporting on VWR International Sustainable levels LEED certification for renovation furn iture, casework and fume hoods VWR Tip Rack Recycling Program - From the Lab Bench to the Park Bench Equipment Trade In options for Sustainable replacement

Product Identification and Tracking In order to better serve our customers' sustainability needs and goals, VWR continues to work with its suppliers to identify

Environmentally Preferable Products (EPPs) fl that are designed to reduce waste, conserve energy and resources, and protect human and environmental health. These are shown on VWR.com with the fl icon and are sea rchable. A sampling of environmentally preferable products can be found at :

https ://us. vwr. com/store/ content/ externalContentPage. jsp ?path=/en US/ celebrate sustainability. jsp

In an effort to offer products that are environmentally preferable, VWR has implemented a process to evaluate our products according to certain attributes. These include:

1) Product is energy and/or water efficient;

2) Product and/or packaging is recyclable or reduces waste;

3) Product and/or packaging contains recycled/renewable cont ent ;

4) Product is manufactured with low CO2 impact;

S) Product and/or packaging is safer to human and environmental health

Programs

Lab Bench to Park Bench - VWR is always looking for customers to partner with on innovative sustainability init iatives. The tip box recycl ing program was developed to help support a customer request and has since diverted more than 167,000 tip boxes from the landfill from customers all around the United States and Canada. This recycling program accepts all brands of pipet tip boxes for recycling and transforms lab waste into park benches and other eco-friendly products.

Promotions VWR offers a variety of promotions to advance our joint mission of environmental protection and resource conservation. Each year, VWR offers customers the opportunity to participate in a t ree planting promotion in which VWR plants trees on behalf of our customers when they support VWR Collection products. We also offer free seed card giveaways and screen saver downloads to help raise awareness in your labs and further engage your researchers in sustainability.

Manufacturer Partners VWR ca n also facilitate recycling or trade-i n programs independently and with suppliers at the end-of-life, if these programs are offered by our suppliers. For example, Eppendorf North America offers trade-in programs of both pipettors and microcentrifuges, where parts are recycled if appropriate, the unit is disposed of properly or if still functional, is donated back to a science educator in need.

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VWR Proposal to Virginia Tech RFP# 0046374

Science Education

Ward's Science, a VWR company, provides innovative science supplies and services for teachers in all science discipl ines. We focus on the details that make teachers' lives easier, so they have more time to inspire their students to connect with science and with the real world. With unique products that are developed by in-house scientists and former educators, standards-based activities organized to meet teachers' needs, cutting-edge digital science resources, and personalized technical support, Ward's Science provides teachers with the tools they need to turn science lessons into science connections.

Whether you're looking for a unique live specimen for your classroom, a custom microscope slide preparation, or an activity kit

built to you r specifications, we can help you find a solution.

• Custom activity kits

• Custom biology specimens and preparations

• One-of-a-kind geology specimens and custom collections • Custom microscope sl ides and more • Classroom laboratory furniture and accessories

.

Ward 's: Quality Products for Teaching Labs_:.·

VWR International, LLC

Preaerved Specimen•

Pla stinatl!d

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Live Specimens

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Geology Specimens P'-"" ·...... ·t .... ~.~ '

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Probeware ·~ull line of Vernier probeware •r ull line of Neu log probeware

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VWR Proposal to Virginia Tech RFP# 0046374

Lab Furniture Program

VWR's Furniture Specialist and Lab Designers are t rained to assist customers in designing the most efficient and effective configuration for the available space. VWR wil l provide complimentary engineering and design assistance to all designated facility personnel and/or end users.

Team Dedicated to Complete Furniture Solutions VWR® supports VA TECH throughout every phase of furnishing a lab. Our team of experienced sa les and support staff is dedicated to supplying original, innovative solutions - on time and within budget.

VWR Furniture Specialists

Working in coordinat ion with the VWR sales representative, these factory-trained specialists help you select the most functional and cost-effect ive solutions for your lab. Specialists also oversee the design-to-install process.

The VWR Furniture Office is located in Irving, TX. This office includes Laboratory Design, Drafting and Quotations development personnel. All office personnel are dedicated to ensure accurate and effective administration from design to fina l installation.

A laboratory's typical tasks, required instruments, number of staff, and the infrastructure of the bu ilding, are some of the topics considered in designing and planning a laboratory. Insight into laboratory technician space requirements, fume hood location, and physical layout will be provided by VWR to ensure that the design process and scope definition becomes a joint project between the laborat ory supervisor, facilit ies manager, and the laboratory personnel.

VWR's design capabilities are greatly enhanced by the use of latest CAD technology available. Our services include preparat ion of coordination drawings and working with an architect when necessary. Concept drawings, proposal drawings, shop/installat ion drawings, and complete materials listings are provided by VWR's Lab Design Department for proper project scope definiti on, as required.

VWR Rediship Program - Ready When You Are!

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Pror«u•~ ! O•• lok,010,y ""'"'o""''"'

LABCONCO

If you need essential lab fu rn iture at a moment's notice, VWR0 REDISH IP is your source. Our fast -track inventory program ensures delivery of top-qual ity furniture items in a matter of days versus months, helping you operate without interruption. In addition to the products listed above, VWR REDISHIP includes carts, tables, shelving, task lighting, and much more.

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The Lab Designers work directly with the VWR Area Furniture Specialist and our clients to prepare CAD (AutoCAD) drawings and materials listings. Transfer of drawing files via E-mail offers immediate delivery of information to better service VA TECH facilities personnel /researchers.

Through the use of laptop computers, IPad's, AutoCAD design software and a state-of-the-art quotation program, designed specifically for VWR's furniture program, in the field collaboration with your Area Furniture Specialist is available to create efficient,laboratory designs. This on-site design service has become very common to ensure that the design process and scope definition is effectively communicated to all Interested parties.

Electronic design libraries for each of the product lines VWR Is proposing are available. VWR will provide the CAD libraries to any University desig.ners and/or University architects upon request.

VWR will also be responsible for coordination of field measurements as well as the preparation of complete casework and materials listings for accurate order processing. Site reviews to identify working and field conditions are also coordinated by VWR.

VWR field sales reps are trained to review and handle small to medium size laboratory furniture requests. VWR Furniture Specialists are fully trained and have experience in all areas of the laboratory furniture business

• Comprehensive planning for every kind of lab including complimentary planning and design

• A closely monitored inventory of top-quality furniture and components

• Complete project supervision from proposal through final installation with a local installer

Furniture support team:

VWR Furniture Project Estimator Members of this professionally trained team help you identify all applicable laboratory furniture requirements. Estimators value-engineer your project to meet budgetary needs and provide a comprehensive estimate of your project's cost.

VWR Furniture Design Specialists Using the latest Computer Aided Design (CAD) software, our Design Specialists create plans to suit your specifications, maximizing available space while complying with.all established safety guidelines.

VWR Furniture Project Coordinators Once your lab is planned, a Project Coordinator will oversee every detail of your project from start to finish, managing ordering, shipping, and final Installation.

VWR Furniture Installers Our factory-trained Furniture Installers deliver quality installations on time. Their extensive experience and thorough knowledge of VWR furniture components assure a fast, trouble-free finish to your project.

VWR International, LLC ff\F.2?1 ... ·.· .... ·.·. ~

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VWR Proposal to Virginia "Feth \7 RFP# 0046374

Discounts and Hot Lists (Confidential and Proprietary)

Shipping Costs (Confidential 13nd Proprietary)

No Hassle Return Policy:

Items can be returned without incurring return freight or restocking fees, when they do not meet the customer specifications and have the original packaging. Hazardous or sterile items may not be returned, however VWR representatives will work with end users to ensure their specifications have been met and issued creditor alternative product options ifnecessary. For customer errors in ordering VWR will work with the customer to minimize the cost of return.

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VWR Prop0sal to Virginia Tech RFP# 0046374

Question #3

3. Provide your concept for sales support and on-campus representation to VASCUPP member institutions.

Sales Support

VWR is committed to dedicating the resources necessary to exceed expected service levels at Virginia Tech and VASCUPP Schools .

./ VWR On-Site Sales Representatives and Associates dedicated daily to universities such as Virginia Tech, Radford, Virginia Commonwealth, University of Virginia and George Mason. Specific background and training in equipment, consumables, customer service and life science workflows is part of the continual development of each representative .

./ Each VASCUPP school is currently assigned a VWR representative familiar with VASCUPP and is available to answer questions, provide pricing, follow up on orders and offer cost savings based on customer requirements .

./ Dedicated Customer Service Team - small group of dedicated customer service representatives with extensive experience in support university customers

./ Specialists in the following areas

Life Science Chromatography Furniture & Casework Cleanroom Technology

./ Manufacturing Partners representing core standard and emerging products and technology are on campuses daily working with VWR representatives to ensure end users are aware of new products, can access promotions and address technical Inquires

./ Quarterly Customized "Voice of the Customer'' surveys - provides feedback from customers to ensure VWR supports requirements specific to each campus

Sales Support Bias (Confidential and Proprietary)

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VWR Proposal to Virginia Tech

Voice of the Customer

To achieve a successful outcome, we must continue to have the buy-in of the researcher community at VA TECH. VWR wi ll continue monitor and measure our performance through Scorecards, Voice of the Customer Surveys and Programs. These programs will provide rea l-time information regarding the customer experience with Product Portfolio, Operations, Sales Reps, Customer Care, and our Website. VWR will collect feedback from Florida State end-users after interactions with Customer Care, Technical Product Support, and web transactions to monitor customer experiences at these critical touch points. Results will be shared with procurement during routine business reviews.

• Quarterly customer feedback surveys

• Issue/ Resolution log to document change

Example Voice of the Customer Feedback

FName LName Survey Rating Type Comment

RFP# 0046374

Loop

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VWR is outstanding compared to Fisher. VWR pricing, sales reps knowledge, your response to your customer's needs out standing! Kate Mayorkis & Rosie Scafan

Joseph Shackelford 9 out of 10 Promoter are outstanding reps. My 32 years working with VWR has been great!

Jean Cookinham 10 out of 10 Promoter VWR's products and customer service are very good.

VWR International, LLC

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VWR Proposal to Virginia Tech ,u Question #4

4. Provide a statement of agreement with desired structure and frequency of transaction data reporting. Further, provide the Full Price File Template Data. See Attachment C for data elements.

VWRcan provide the transaction data reporting as requested on a quarterly and/or as needed frequency. The data can be specific to a university or at the VASCUPP level.

Please see the attached E&I Quarterly Business Review (QBR) Sample: (Confidential and Proprietary)

VWR Price File link: (Confidential and Proprietary)

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VWR Proposal to Virginia Tech RFP# 0046374

Question #5

5. Provide information regarding financial incentives that may be available under the preferred supplier concept. Provide an alternate plan that supports an optional stronger relationship as a primary supplier.

To the extent that information marked proprietary or confidential does not disqualify this response, VWR requests the material be maintained as such.

Partnership options (Confidential and Proprietary)

Overall VASCUPP Incentive (Confidential and Proprietary)

Additional Benefits Descriptions (Confidential and Proprietary)

University Enrichment Options (Confidential and Proprietary)

These are examples of ways universities can benefit in lieu of incentives offered above

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VWR Proposal to Virginia Tech RFP# 0046374

Question #6

6. Participation and Reporting of Small, Women-owned and Minority-owned Bus iness (SWAM) Business:

Describe your plan for utilizing Virginia-certified SWAM subcontractors if awarded a contract. Describe your ability to provide reporting on Virginia-certified SWAM subcontracting spend when requested. If your firm or any business that you plan to subcontract with can be classified as SWAM, but has not been certified by the Virgin ia Department of Small Business and Supplier Diversity (SBSD), it is expected that, with the active encouragement from the prime contractor, the certification process will be initiated by the subcontractor in a timely manner.

Participation Virginia Partners:

VWR currently partners with many vendors both within Virginia and other states. For over 6 years VWR has been a participating sponsor of SWAM Fest as part of its efforts to identify diversified partners in Virginia.

As an example of one our most successful partnerships, (Confidential and Proprietary).

VWR continues to look for similar programs and partnerships to develop and mentor WMBE businesses in Virginia.

For product with certified attributes, such as those supplied by WMBE manufacturers, VWR.com will display and "SOE" icon in sea rch results list view and in the shopping basket. This allows users to easily identify these types of products and quickly refine their search results by t hese attributes.

New Attribute Icons

cSBEJ

VWR Supplier Diversity Reporting

EPP (Environmentally Preferred Products)

MWBE (Minority or Women Owned Business Enterprise)

SBE (Small Business Enterprise)

GSA Contract (Government Service Administration)

VWR recognizes the outstanding co ntributions made by smal l and diverse businesses and is committed to offering opportunity for potentia l suppliers to pa rticipate in its procurement activities regardless of size and ownership status.

Keeping in line with this, VWR has a standard Diversity report available that can be produced at specified frequencies, when requested by a customer. The report ca ptures a customer's spend wi th suppliers that fall into a diverse category, and provides 3 different varyi ng views. Views displayed in the report are:

• Diversity Spend Summary by Month

• Diversity Spend by Supplier & Diverse Ca tegory

• Diversity Spend by Supplier, with Diverse Category flagged

Diverse categories included in the report are:

• BA • Abi lity One

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VWR Proposal to Virg,inia Tech RFP# 0046374

• Disabled Owned

• Disabled Veteran • Disadvantaged

• Diverse • Economically Disadvantaged Women-Owned Small

• LGBT • Hub-Zone Certification

• Minority

• Minority-Women Owned • small Business • Small Disadvantaged

• Veteran • Women Owned Small

• Women-Owned

Additionally, the total percent of spend through diversity suppliers, as compared to the customer's overall total spend, is displayed.

VWR will cross reference the data with the SBSD database and indicate which vendors are Virginia certified.

A sample diversity report is attached below. It does not include the cross reference to Virginia certified businesses. This will be added for future reports for any contract signed as a result of this RFP.

Report is Confidential and Proprietary

VWR Tier II Supplier Diversity Spend Process for Verification

VWR International is committed to actively fostering a diverse supplier base wherever possible, in the process of meeting our customers' range of business requirements. The programs are often developed for a specific customer relationship, with activities focused on their individual requirements as well as the development of corporate wide initiatives. In keeping with this commitment, VWR's Supplier Diversity Program Is designed to·ensure opportunities for small, minority and women-owned suppliers to partner with us to meet our business goals and to satisfy our customers' requirements.

Since VWR functions as a distributor of products, to effectively measure our diverse supplier participation, we request that each supplier we utilize furnish their classification(s) with regard to their business status. On an annual basis, VWR sends out a "Supplier Certification" form, in which suppliers self-classify themselves. We maintain each suppliers' current classification.

VWR has established an on-line Supplier Diversity supplier registration portal as the primary entry point for small and diverse business suppliers interested in establishing a potential business relationship. Part of our supplier vetting process requires the small and diverse supplier to upload a copy of their certification(s) documents from an approved third party certifying agency such as:

• National Minority Development Council (NMSDC) • Women Business Enterprise National Council (WBENC)" • National Gay & Lesbian Chamber of Commerce (NGLCC) • State and City certifying municipalities

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VWR Proposal to Virginia Tech RFP# 0046374

To further validate the certification of our small and diverse suppliers, VWR has contracted with a leading firm specializing in diversity data solutions and verification. On a regular basis, our complete supplier list is matched against a master database to confirmed suppliers' certifications. Classifications are appended to our file to help ensure the accuracy of our reporting.

When VWR produces a supplier diversity tier two report, the spend is populated into the appropriate small and diverse classification. This report is used for managing our corporate activities and also to enable VWR to track information for customer specific requirements.

VWR views all phases of the supply chain process as an opportunity for our organization to encourage and develop small and diverse supplier participation. This ranges from establishing distribution agreements with small and diverse firms, utilization of temporary employee agencies to furnish labor, and contracting with small and diverse firms to provide value­added services.

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VWR Proposal to Virginia Tech RFP# 0046374

Our mission is to enable the advancement of science throughout the world. We use process excellence to deliver

what we promise, accelerate discovery, improve productivity for our customers and suppliers, and encourage innovation through collaboration.

Our culture is how we deliver our vision and mission. We

strive to have an open, performance-driven collaborative culture based on integrity, respect, recognit ion and where people enjoy working and are proud to be part of VWR.

Our values are embedded into ou r culture and

competencies. We act with integrity, we drive for results by delivering service excellence, and we are successful by working as a team in an open col laborative environment.

Our competencies are the behaviors aligned with our

strategy which focus on driving results, developing people, critical thinking, continual improvement & innovation, collaboration & teamwork and customer focus. This is how we recruit and develop our people, our greatest asset and what differentiates VWR.

Our Mission, Vision and Values provide our associates with a clear understanding of how we plan to meet and exceed our customer needs.

VWR is committed to a continued partnership with Virginia Tech as well as all VASCUPP institutions. In response to this request, VWR would like to provide an opportunity for Vi rginia Tech to immediately benefit from VWR's ability through

the current (Confidential and Proprietary) agreement to provide Laboratory Supplies, Equipment, Services and Casework at additiona l savings. Our vision is to provide an enhanced level of service within each laboratory, classroom and campus stockroom on each and every campus and lower the overa ll cost of research and scientific academic instruction.

We look forward to continuing our mission in partnership with Virginia Tech and VASCUPP

Thank you for your consideration of our proposal.

VWR International, LLC

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VWR Proposal to Virginia Tech

Question #7

GENERAL INFORMATION FORM

7. The return of the General Information Form and addenda, if any, signed and filled out as required.

GENERAL INFORMATION FORM QUESTIONS: All inquiries for information regarding this solicitation should be directed to: Tom Kaloupek, Procurement Analyst, Phone: (540) 231-6221 e-mail: kals.vt.edu.

DUE DATE: Proposals will be received until September 14, 2016 at 3:00 PM. Failure to submit proposals to the correct location by the designated date and hourwill result in disqualification.

ADDRESS: Proposals should be mailed or hand delivered to: Virginia Polytechnic Institute and State University (Virginia Tech), Procurement Department (MC 0333) North End Center, Suite 2100, 300 Turner Street NW, Blacksburg, Virginia 24061. Referer:ice the due date and hour, and RFP Number in the lower left corner of the return ·envelope or package.

Please note that USPS is delivered to a central location and is not delivered directly to .Procurement. Allow extra time if sending proposal via USPS. It is the vendor's responsibility lei ensure proposals are received in the Procurement office at the appropriate .date and time for consideration.

TYPE OF BUSINESS: (Please check all applicable classifications). If your classification is certified by the Virginia Department of Small Business and Supplier Diversity (SBSD), provide your.certification number: -,-------,--·· For assistance with SWAM certification, visit the SBSD website at http://www.dmbe.virqinia.gov/.

JL_ Large

Small business - An independently owned and operated business which, together with affiliates, has 250 or fewer employees or average annual gross receipts of $10 million or Jess averaged over the previous three years. Commonwealth of Virginia Department of Small Businesll and Supplier Diversity certified women-owned and minority-owned business shall also be considered small business when they have received SBSD small business certification.

Women-owned business - A business concern that is at least 51 % owned by one or more women who are U. S. citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company cir other entity, at least 51 % of the equity ownership interest is owned by one or more women who are citizens of the United States or non-citizens who are in full compliance with the United States immigration Jaw, and both the management and daily business operations are controlled by one or more women who are U. S. citizens ,or legal resident aliens.

Minority-owned business - A business concern that is at least 51 % owned by one or more minority individuals (see Section 2.2-1401, Code of Virginia) or in the case of a corporation, partnership, or limited liability company or other entity, at least 51 % of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is-owned by one or more minority individuals and both the management and daily business operations are controlled by one or more minority individuals.

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VWRPtopo~al toVfrginia Tech RFP# 0046374

!

COMPANY INFORMATION/SIGNATURE

COMPANY INFORMATION/SIGNATURE: In compliance with this Request For Proposal ani:t to all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the ,goods or services in accordance with the attached signed proposal and as mutually agreed upon by subsequent negotiation.

FULL LEGAL NAME (PRINT) FEDERAL TAXPAYER NUMBER (ID#) (Company name as it appears with your Federal Taxpayer

Number) {Confidential and Proprietary) VWR International, LLC

BUSINESS NAME/DBA NAME/TA NAME BILLING NAME (If different than the Full Legal Name) (Company name as it appears on your invoice)

VWR International, LLC

PURCHASE ORDER ADDRESS PAYMENT ADDRESS 1050 Satellite Blvd, Suwanee, GA, 30024 PO Box 640169

Pittsburgh, PA 15264-0169

CONTACT NAME/TITLE (PRINT) E-MAIL ADDRESS

Lynn Moore, Regional Director, VWR Education & Medical Research

*PLEASE CONTACT LYNN MOORE FOR RESPONSE CLARIFICATION AND {Confidential and CONTRACT QUEST/Of\{S. Proprietary)

TELEPHONE TOLL FREE TELEPHONE FAX NUMBER TO NUMBER NUMBER RECEIVE 866-329-2897 {Confidential 800-932-5000 E-PROCUREMENT and ORDERS Proprietary)

Is any member of the firm an employee of the Commonwealth of Virginia who has a personal interest in this contract pursuant to the Code of Virginia, 2.2 - 3102 - 3112

YES NO X

SIGNATURE _______________ Date: 9-12-16 (IN INK)

07/01/2016

PRINTED NAME: {Confidential and Proprietary) Title: (Confidential and Proprietary)

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VWR Proposal to Virginia Tech RFP# 0046374

ATTACHMENT A TERMS AND CONDITIONS

VWR International, LLC ("VWR ") bids pursuant to the terms and conditions of the E&I/ VWR Supplier Agreement, entered into by Virginia Polytechnic Institute and State University via the Letter of Participation executed July 20, 2009; except as expressly set forth in VWR's response, no additional terms will apply. The information contained in this response was prepared expressly for your institution. VWR International, LLC considers this information to be proprietary and confidential, to the extent marked as such herein and subject to applicable public records disclosure laws, and it may be used only for the purpose of evaluating the merits of a business relationship with VWR. The responses provided herein are intended for evaluation purposes only and do not represent a warranty or any other contractual commitment. Should VWR be selected vendor of choice, the parties would deve lop a mutually acceptable agreement by post-award negotiations. Any post-award negotiations between VWR and University may take special consideration of the additional terms of this Request for Proposal# 0046374.

REP GENERAL TERMS ANO CONDITIONS

http:/www.procurement.vt.edu/html.docs/terms/GTC RFP 0101 2016.pdf

AODIJIONAL TERMS ANO CONDITIONS:

A. ADDITIONAL GOODS AND SERVICES: The University may acquire other goods or services that the supplier provides than those specifically solicited. The University reserves the right, subject to mutual agreement, for the Contractor to provide additional goods and/or services under the same pricing, terms and conditions and to make modifications or enhancements to the existing goods and services. Such additional goods and services may include other products, components, accessories, subsystems, or related services newly introduced during the term of the Agreement.

B. ADVERTISING: In the event a contract is awarded for supplies, equipment, or services resulting from th is solicitation, no indication of such sales or services to Virginia Tech will be used in product literature or advertising. The Contractor shall not state in any of the advertis ing or product literature that the Commonwealth of Virginia or any agency or institution of the Commonwealth has purchased or uses its products or services.

C. AUDIT: The Contractor hereby agrees to retain all books, records, and other documents relative to this contract for five (5) years after final payment, or unti l audited by the Commonwealth of Virginia, whichever is sooner. Virgin ia Tech, its authorized agents, and/or the State auditors shall have fu ll access and the right to examine any of said materials during said period.

D. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that Virg inia Tech shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement.

E. CANCELLATION OF CONTRACT: Virginia Tech reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the Contractor. In the event the initial contract period is for more than 12 months, the resulting contract may be terminated by either party, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

F. CONTRACT DOCUMENTS: The contract entered into by the parties shall consist of the Request for Proposa l including all modifications thereof, the proposal submitted by the Contractor, the written

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'--v_w_R_P_ro_p_o_s_a_it_o_v_i_rg_j_A_ia_r_e_c_h~~-------'· · \Q RFP# 0046374

results of negotiations, the Commonwealth Standard Contract Form, all of which shall be referred to collectively as the Contract Documents.

G. IDENTIFICATION OF BID/PROPOSAL ENVELOPE: The signed bid or proposal should be returned in a separate envelope or package, sealed and identified as follows:

Due Date Time Due

Street or Box No. Solicitation Number

City, State, Zip Code Solicitation Title

Name of Procurement Officer:

The envelope should be addressed to:

VIRGINIA POl:. YTECHNIC INSTITUTE AND STATE UNIVERSITY (Virginia Tech) Procurement Department (MC 0333) North End Center, Suite 2100 300 Turner Street NW Blacksburg, Virginia 24061

The offerer takes the risk that if the envelope is not marked as described above, tt may be inadvertently opened and the information compromised, which may cause the proposal to be disqualified. Bids or Proposals may be hand delivered to the designated location in the office issuing the solicitation. No other correspondence or other bids/proposals should be placed in the envelope.

H. INSURANCE:

By signing and submitting a proposal under this solicitation, the Offeror certifies that if awarded the contract, it will have the following insurance coverages at the time the work commences. Additionally, it will maintain these during the entire term of the contract and that au insurance coverages will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. During the period of the contract, Virginia Tech reserves the right to require the. Contractor to furnish certificates of insurance for the coverage required. INSURANCE COVERAGES AND LIMITS REQUIRED: A. Worker's Compensation - Statutory requirements and benefits. B. Employers Liability - $100,000.00 C. General Liability - $500,000.00 combined single limit. Virginia Tech and the Commonwealth of Virginia

shall be named as an additional insured with .respect to goods/services being procured. This coverage is to include Premises/Operations Liability, Products and Completed Operations Coverage, Independent Contractor's Liability, Owner's and Contractor's Protective Liability and Personal Injury Liability.

D. Automobile Uability - $500,000.00 The contractor agrees to be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from the payment of all sums of money by reason of any claim against them arising out of any and all occurrences resulting in bodily or mental injury or property damage that may happen to occur in connection with and during the performance of the contract, including but not

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VWR Proposal to Virginia Tech ·,n V RFP# 0046374

limited to claims under the Worker's Compensation Act The contractor agrees that it will, at all times, after the completion of the work, be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from all liabilities resulting from bodily or mental injury or property damage directly or indirectly arising out,of the performance or nonperformance of the contract.

I. NOTICES: Any notices to be given by either party to the other pursuant to any contract resulting from this solicitation shall be in writing, hand delivered or mailed to the address of the respective party at the following address

If to Contractor: Attention:

If to Virginia Tech:

Address Shown On RFP Cover Page Name Of Person Signing RFP

Virginia Polytechnic Institute and State University (Virginia Tech) Attn: Patricia Mullins, Assistant Director of Procurement for Research Support Procurement Department (MC 0333) North End Center, Suite 2100 300 Turner Street NW Blacksburg, Virginia 24061

and

Virginia Higher Education Procurement Cooperative Attn: Mr. Ryan Balber, Director University of Virginia 1001 N. Emmet St PO Box 400202 Charlottesville, VA 22904

J. PROPOSAL ACCEPTANCE PERIOD: Any proposal received in response to this solicitation shall be valid for (60) days. At the end of the (60) days the proposal may be withdrawn at the written request of the Offeror. If the proposal is not withdrawn at that time it remains in effect until an award is made or the solicitation is cancelled.

K. RETURN OF GOODS. Products judged by Virginia Tech not to be acceptable may be rejected. All costs associated with rejection are the responsibility of the Contractor. Over-shipments will be accepted at Virginia Tech's discretion. The Contractor will be responsible for the disposition of all defective, damaged or rejected over-shipped products. Laboratory apparatus returns will include original packing materials and operation manuals. Return authorizations shall be provided by the Contractor within 14 calendar days of verbal notification.

L. DELIVERY. FOB Destination (Freight included in price). This is inclusive of dry ice and hazardous material charges and any fuel surcharges. The Contractor should maintain an inventory sufficient to make delivery to Virginia Tech within two (2) working days from the date the order was placed. Products identified on the Hot List will be delivered on the next business day. The Contractor shall deliver to all receiving docks or inside delivery as designated by Virginia Tech.

"Non-standard transportation" charges may be specifically authorized by Virginia Tech for shipments that require special handling. An example would. be one-time service for a large item of equipment that requires special carriers and transportation equipment for delivery.

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L__V_w_· _R_P_ro_p_o_· s_a_l _to_v_._irg_i_h_ia_T_e_c_h _____ ____,/~J M. WARRANTY. All products purchased under this contract will minimally include the Original Equipment

,Manufacturers warranty and will. pass directly to Virginia Tech. Products which. fail after acceptance and installation will be covered under warranty. The decision to replace such products or accept warranty repair will be at the sole discretion of Virginia Tech, except in the event Virginia Tech fails to provide timely notice to the Contractor of product failure. The Contractor should provide a toll-free number for requests for warranty service for all equipment sold under the contract. Any maintenance agreements available from the Contractor should be provided to Virginia Tech as an option and priced as discounted off list price.

N. SEVERAL LIABILITY: Virginia Tech will be severally liable to the extent of its purchases made against any contract resulting from this solicitation. Applicable entities described herein will be severally- liable to the extent of their purchases made against any contract resulting from this solicitation.

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VWR Prqposal to Virginia i:ech,

ATTACHMENTB

QUARTERLY SALES HISTORY REPORT TEMPLATE

1. Indicate time period covered by_ the report

2. Required data elements to be provide in either Access or Microsoft Excel:

University name ProductCategory Name Product Category Number Part Number Part Description Manufacturer Name Manufacturer Part Number UOM Hot List Item (Y, N) List Price Discount Percentage Net Price Quantity Extended Amount

VWR can meet your reporting requirements.

A sample of the VWR Quarterly Business Review has been attached in question "B.4"

VWR International, LLC

RFP# 0046374

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VWR Proposal to Virginia Tech \D ATTACHMENTC

FULL PRICE FILE TEMPLATE

Required date elements to be reported in either Access or Microsoft Excel: Product

,Category Name Product Category Number Part Number Part Description Manufacturer Name Manufacturer Part Number UOM Hot List Item (Y, N) List Price Discount Percentage Net Price, Price .File Date

{Confidential and Proprietary)

RFP# 0046374

Due tothe size of VWR's full price file, the following link will provide access to the VWR Price File until November 13, 2016. If you need the date extended for further analysis, please contact Lynn Moore.

The following link will provide access to the General Discount Schedule as well.

VWR International, LLC