State of California CONTRACT USER INSTRUCTIONS ****MANDATORY**** Supplement #7. 25 Year Service and Retirement Awards

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Department of General Services Procurement Division 707 Third Street, 2 nd Floor West Sacramento, CA 95605-2811 State of California CONTRACT USER INSTRUCTIONS ****MANDATORY**** CONTRACT NUMBER: 1-13-84-14 DESCRIPTION: CONTRACTOR(S): CONTRACT TERM: STATE CONTRACT ADMINISTRATOR: 25 Year Service and Retirement Awards MTM Recognition February 1, 2013 through January 31, 2016 Rudolph Jimenez 916-375-4390 Rudolph.Jimenez@dgs.ca.gov The contract user instructions, products, and pricing are included herein. All purchase documents issued under this contract incorporate the contract terms and applicable California General Provisions. All changes highlighted in RED Original signature on file 07/14/2014 Rudolph Jimenez, Contract Administrator Effective Date

Contract SUMMARY OF CHANGES Supplement Description/Articles No. (All changes in this supplement are in bold red) 7 Subject contract for 25 Year Service and Retirement Awards is hereby modified to reflect the following changes: Article 8. ORDERING PROCEDURE has been updated to reflect a change to the Award Coordinator. 6 Subject contract for 25 Year Service and Retirement Awards is hereby modified to reflect the following changes: Article 8. ORDERING PROCEDURE has been updated to reflect a change to the Award Coordinator. 5 Subject contract for 25 Year Service and Retirement Awards is hereby modified to reflect the following changes: Article 8. ORDERING PROCEDURE has been updated to reflect a change to the Award Coordinator. 4 Subject contract for 25 Year Service and Retirement Awards is hereby modified to reflect the following changes: Article 4. CONTRACT ADMINISTRATION has been updated to reflect a change to the State Contract Administrator. 3 Changes to Supplement 3, in order of change, dated 6/12-13/13: 4. Contract Administratiion; Contract Administrator has been changed. 8. Purchase Execution, 2. Non-Core Employee Payment Form added 17. Payments, Non-Core Higher Cost items; language has been changed to reflect the payment mechanism choices for a non-core item. 21. Attachments; changed the word charge to payment Attachment 6; changed to reflect new payment methods Attachment 6; new form name (Non-Core Employee Payment Form 2 Changes to Supplement 2, in order of change, dated 5/1/13: 2. Contract Usage Rules, B. Local Government Agencies; language has been added to allow local agencies to purchase from this contract. 3. DGS Administrative Fee, B. Local Governmental Agencies; language for the local administrative fee has been added. 6. Contract Items; certificates with and without folders have been added to the core list of products. 8. Purchase Execution B. Local Government Agencies; language has been added for locals and how to purchase from this contract. 1 Changes to Supplement 1, in order of change, dated 3/12/2013: 4. Contract Administration; added a note to go to Ordering Procedures for order placement. 6. Contract Items; CLIN numbers have been further defined by size of watches and color of plaque. 6. Contract Items; a viewable Core catalog is added, Attachment 2B. 6. Contract Items; corrected numbering of attachments. 7. Specifications; corrected numbering of attachments. 8. Purchase Execution 2) Direct Order by State Employee Provision (Higher Cost Non-Core Items); corrected numbering of attachment. 8. Purchase Execution 2) Direct Order by State Employee Provision (Higher Cost Non-Core Items); form added for submission with Non-core items with ordering procedures. Supplement Date 07/14/2014 12/20/2013 10/30/2013 09/13/2013 6/12/13 5/1/2013 3/22/2013 Contract 1-13-84-14 Page 2 7/14/2014

Contract 9. Ordering Procedure; added name to US Mail section 9. Ordering Procedure; added a note concerning grammatical errors on behalf of the State. 17. Payment, c. Non-core Higher Cost Items; additional explanations of ordering Non-Core items 19. Recycle Content; corrected numbering of attachment. 21. Attachments; corrected numbering of attachments 21. Attachment 1; corrected Price Pages to reflect the new CLIN numbers for the different sizes and colors of items on the core list. Attachment 6; added Non-core Employee Charge Form Contract 1-13-84-14 Page 3 7/14/2014

Contract SCOPE The State s contract with MTM Recognition (contractor) provides 25 Year Service and Retirement Awards at contracted pricing to the State of California in accordance with the requirements of Contract # 1-13-84-14. The contractor shall supply the entire portfolio of products as identified in the contract and will be the primary point of contact for data collection, reporting, and distribution of 25 Year Service and Retirement Awards to the State. The contract term is for three (3) years with an option to extend the contract for two (2) additional one (1) year periods or portion thereof. The terms, conditions, and prices for the contract extension option shall be by mutual agreement between the contractor and the State. If a mutual agreement cannot be met the contract may be terminated at the end of the current contract term. 1. CONTRACT USAGE/RULES A. State Departments The use of this contract is mandatory for all State of California departments.. Ordering departments must adhere to all applicable State laws, regulations, policies, best practices, and purchasing authority requirements, e.g. California Codes, Code of Regulations, State Administrative Manual, Management Memos, and State Contracting Manual Volume 2 and 3, as applicable. Prior to placing orders against this contract, departments must have been granted non-it purchasing authority by the Department of General Services, Procurement Division (DGS/PD) for the use of this statewide contract. The department s current purchasing authority number must be entered in the appropriate location on each purchase document. Departments that have not been granted purchasing authority by DGS/PD for the use of the State s statewide contracts may access the Purchasing Authority Application at http://www.dgs.ca.gov/pd/resources/publications/scm2.aspx or may contact DGS/PD s Purchasing Authority Management Section by e-mail at pams@dgs.ca.gov. Departments must have a Department of General Services (DGS) agency billing code prior to placing orders against this contract. Ordering departments may contact their Purchasing Authority contact or their department s fiscal office to obtain this information. B. Local Governmental Agencies Local governmental agency use of this contract is optional. Local government agencies are defined as any city, county, city and county, district or other governmental body or corporation, including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges, empowered to expend public funds for the acquisition of products, per Public Contract Code Chapter 2, Paragraph 10298 (a) (b). While the State makes this contract available to local governmental agencies, each local governmental agency should determine whether this contract is consistent with its procurement policies and regulations. Contract 1-13-84-14 Page 4 7/14/2014

Contract Local governmental agencies shall have the same rights and privileges as the State under the terms of this contract. Any agencies desiring to participate shall be required to adhere to the same responsibilities as do State agencies and have no authority to amend, modify or change any condition of the contract. Local governmental agencies must have a DGS agency billing code prior to placing orders against this contract. DGS agency billing codes may be obtained by emailing the DGS billing code contact with the following information: o o o o o Local governmental agency Contact name Telephone number Mailing address Facsimile number and e-mail address DGS Billing Code Contacts: Marilyn.ebert@dgs.ca.gov or Wilson.lee@dgs.ca.gov C. Unless otherwise specified within this document, the term ordering agencies will refer to all State departments and/or local governmental agencies eligible to utilize this contract. Ordering and/or usage instructions exclusive to State departments or local governmental agencies shall be identified within each article. 2. DGS ADMINISTRATIVE FEES A. State Departments The DGS will bill each State department an administrative fee for use of this statewide contract. The administrative fee should NOT be included in the order total, nor remitted before an invoice is received from DGS. Current fees are available online in the Procurement Division Price Book located at: http://www.dgs.ca.gov/ofs/resources/pricebook.aspx. (Click on Purchasing under Procurement Division.) B. Local Governmental Agencies For all local government agency transactions issued against the contract the Contractor is required to remit the DGS/PD an Incentive Fee of an amount equal to 1% of the total purchase order amount excluding taxes and freight. This Incentive Fee shall not be included in the agency s purchase price, nor invoiced or charged to the purchasing entity. All prices quoted to local governmental agency customers shall reflect State contract pricing, including any and all applicable discounts, and shall include no other add-on fees. Contract 1-13-84-14 Page 5 7/14/2014

Contract 3. CONTRACT ADMINISTRATION Administrator Information Both the State and the contractor(s) have assigned contract administrators as the single points of contact for problem resolution and related contract issues. DGS/PD (State Contract Administrator) CalHR Service Award Program Administrator MTM Recognition (Contractor) Contact Name: Rudolph Jimenez Kari Ehrman Molly Martin Telephone: (916) 375-4390 (916) 324-0522 (405) 609-6853 Facsimile: (916) 375-4439 (916) 327-0568 (405) 602-0218 Email: Rudolph.Jimenez@dgs.ca.gov Kari.Ehrman@calhr.ca.gov mmartin@mtmrecognition.com Address: DGS/Procurement Division Attn: Rudolph Jimenez CalHR/Benefits Division Attn: Kari Ehrman MTM Recognition Attn: Molly Martin 707 Third Street, 2 nd Floor, 1515 S Street North Bldg. 3201 Southeast Twenty Ninth MS 201 Suite 400 Street West Sacramento, CA 95605 Sacramento, CA 95811- Oklahoma City, OK 73115 7258 Note: Please see #9. Ordering Procedure for order placement information. 4. PROBLEM RESOLUTION/SUPPLIER PERFORMANCE Ordering agencies and/or contractors shall inform the State Contract Administrator of any technical or contractual difficulties encountered during contract performance in a timely manner. This includes and is not limited to informal disputes, supplier performance, outstanding deliveries, etc. For contractor performance issues, ordering agencies must submit a completed Supplier Performance Report via email or facsimile to the State Contract Administrator identified in Article 4 (Contract Administration). The ordering agency should include all relevant information and/or documentation (i.e. Purchase documents). 5. CONTRACT ITEMS Core Items Line Description Price items/clin 100 Men's Watch, 25 Year Service, Gold, 8 $ 80.92 100a Men's Watch, 25 Year Service, Gold, 9 $ 80.92 101 Women's Watch, 25 Year Service, Gold, 7 ¼ $ 80.92 101a Women's Watch, 25 Year Service, Gold, 9 $ 80.92 102 Men's Watch, 25 Year Service, Silver, 8 $ 80.92 102a Men's Watch, 25 Year Service, Silver, 9 $ 80.92 103 Women's Watch, 25 Year Service, Silver, 7 ¼ $ 80.92 103a Women's Watch, 25 Year Service, Silver, 9 $ 80.92 104 Wall Clock, 25 Year Service $ 71.92 105 Anniversary Clock, 25 Year Service $ 59.62 106 Vase, 25 Year Service $ 70.32 Contract 1-13-84-14 Page 6 7/14/2014

Contract 107 Plaque, 25 Year Service, Black Pianowood $ 52.06 107a Plaque, 25 Year Service, Red Pianowood $ 52.06 108 Certificate with Folder $ 7.30 108a Certificate without Folder $ 5.70 200 Men's Watch, Retirement, Gold, 8 $ 80.92 200a Men's Watch, Retirement, Gold, 9 $ 80.92 201 Women's Watch, Retirement, Gold, 7 ¼ $ 80.92 201a Women's Watch, Retirement, Gold, 9 $ 80.92 202 Men's Watch, Retirement, Silver, 8 $ 80.92 202a Men's Watch, Retirement, Silver, 9 $ 80.92 203 Women's Watch, Retirement, Silver, 7 ¼ $ 80.92 203a Women's Watch, Retirement, Silver, 9 $ 80.92 204 Wall Clock, Retirement $ 71.92 205 Anniversary Clock, Retirement $ 59.62 206 Vase, Retirement $ 70.32 207 Plaque, Retirement, Black Pianowood $ 52.06 207a Plaque, Retirement, Red Pianowood $ 52.06 Note: A viewable Core catalog is attached (Attachment 2B). Non-Core Line items/clin Description Discount off of List N/A Non-Core Items 10% Note: 25 Year Certificate is furnished with all 25 Year Service Awards, free of charge. For Non-Core Items: Certificates are included in Non-Core 25 Year Service Awards. For the California State Seal, please contact the supplier for details. There will be no additional charge for either of these items. Pictures of Core and Non-Core items with prices will be listed at: http://awards.mtmrecognition.com/california A viewable catalog and prices are also attached (Attachment 3, Non-Core Catalog & Attachment 4, Non- Core Price List). 6. SPECIFICATIONS All Core products listed on Attachment 1, Contract Pricing, must conform to the State of California Bid Specification Number #8455-1908R1, dated November 14, 2012 (Attachment 2). 7. PURCHASE EXECUTION A. State Departments 1) Purchase Documents State departments must use the Purchasing Authority Purchase Order (Std. 65) for purchase execution. An electronic version of the Std. 65 is available at the Office of State Publishing web site: http://www.dgs.ca.gov/pd/forms.aspx (select Standard Forms). Contract 1-13-84-14 Page 7 7/14/2014

Contract All Purchasing Authority Purchase Orders (Std. 65) must contain the following: Agency Order Number (Purchase Order Number) Agency Billing Code Purchasing Authority Number Leveraged Procurement Number (Contract Number) Agency Name Item Number Quantity Unit Description and Contract Line Item Number (CLIN), if applicable Unit Price Extension Price Personalization Description 2) Direct Orders by State Employee Provision (Higher Cost Non-Core Items) This contract offers a non-core list of items which the Employee may choose from (Attachment 3 & Attachment 4). Many of these items are higher priced than the Core Items offered in the contract. Provisions for orders placed directly by State employees shall be included as part of this contract. Ordering procedures will be negotiated between the State and MTM Recognition. Orders of this type are infrequent and would not occur under the provisions of Government Code 19849.9. Under this provision, pricing can exceed the price offered in this IFB and may exceed maximum allowed under the Government Code. The State will still pay $90 (plus tax on $90) and the Employee will be responsible for the balance. A form has been attached (Attachment 6, Non-Core Employee Payment Form) to be submitted with a Non-Core purchase to the supplier. See Payments, C. for further details. 3) Blanket Orders The use of blanket orders against this statewide contract is not allowed. 4) American Recovery and Reinvestment Act (ARRA) - Supplemental Terms and Conditions Ordering departments executing purchases using ARRA funding must attach the ARRA Supplemental Terms and Conditions document to their individual purchase documents. Departments are reminded that these terms and conditions supplement, but do not replace, standard State terms and conditions associated with this leveraged procurement agreement. ARRA Supplemental Terms and Conditions Note: Additional information regarding ARRA is available by clicking here to access the email broadcast dated 08/10/09, titled Supplemental Terms and Conditions for Contracts Funded by the American Recovery and Reinvestment Act. B. Local Governmental Agencies Local governmental agencies may use their own purchase document for purchase execution. The purchase documents must include the same data elements as listed above (Exception: Purchasing Authority Number is used by State departments only). Contract 1-13-84-14 Page 8 7/14/2014

Contract C. Documentation All ordering agencies will submit a copy of executed purchase documents to: DGS - Procurement Division (IMS# Z-1) Attn: Data Entry Unit 707 Third Street, 2 nd Floor, MS 2-212 West Sacramento, CA 95605-2811 8. ORDERING PROCEDURE A. Ordering Methods: Ordering agencies are to submit appropriate purchase documents directly to the contractor(s) via one of the following ordering methods: U.S. Mail Facsimile Phone Email (with original signed hard copy to follow) The contractor s Order Placement Information is as follows: ORDER PLACEMENT INFORMATION U.S. Mail Phone/Facsimile Email MTM Recognition Corporation Attn: Connie Young 615 South Sixth Street Princeton, IL 61356 Phone: (800) 443-4618 Ext. 2655 Fax: (866) 674-0498 connie.young@mtmrecognition.com NOTE: When using any of the ordering methods specified above, all State departments must conform to proper State procedures. NOTE: Please ensure proper spelling of employee names and correct dates. If corrections have to be made on any items due to a State/governmental error, the State/governmental is responsible for reimbursement to the supplier. 9. MINIMUM ORDER There is no minimum order for this contract. 10. ORDER RECEIPT CONFIRMATION The Contractor will provide ordering agencies with an order receipt confirmation, via e-mail or facsimile, within 48 hours of receipt of purchase document. The Order Receipt Confirmation shall include the following information: Ordering Agency Name Agency Order Number (Purchase Order Number) Purchase Order Total Cost Anticipated Delivery Date Contract 1-13-84-14 Page 9 7/14/2014

Contract 11. DELIVERY SCHEDULES Delivery for orders placed against this contract shall be in accordance with the following: A. Locations Deliveries are to be made (statewide) to the location specified on the individual purchase order, which may include, but not limited to inside buildings, high-rise office buildings, and receiving docks. B. Schedule Delivery of ordered product shall be completed in full within thirty (30) days after receipt of an order (ARO). Since receiving hours for each ordering agency will vary by facility, it will be the Contractor s responsibility to check with each facility for their specific delivery hours before delivery occurs. The Contractor must notify the ordering agency within 12 hours of scheduled delivery time, if delivery cannot be made within the time frame specified on the Order Receipt Confirmation. Contractor is requested to make deliveries in Los Angeles County, Orange County, San Bernardino Metropolitan Area, and San Diego Metropolitan Area during off-peak hours. Off-peak hours are Monday through Friday, 10:00 AM to 4:00 PM. C. Security Requirements Deliveries may be made to locations inside secure institutional grounds (such as the California State Prisons) that require prior clearances to be made for delivery drivers. Since security clearance procedures for each facility may vary, it will be the Contractor s responsibility for contacting the secure location for security clearance procedures, hours of operation for deliveries and service, dress code, and other rules of delivery. 12. EMERGENCY/EXPEDITED ORDERS Not Applicable. 13. FREE ON BOARD (F.O.B.) DESTINATION All prices are F.O.B. destination; freight prepaid by the contractor, to the ordering organization's receiving point. Responsibility and liability for loss or damage for all orders will remain with the contractor until final inspection and acceptance, when all responsibility will pass to the ordering organization, except the responsibility for latent defects, fraud, and the warranty obligations. 14. SHIPPED ORDERS All shipments must comply with General Provisions (rev 06/08/2010), Paragraph 12 entitled Packing and Shipment. The General Provisions are available at: http://www.documents.dgs.ca.gov/pd/modellang/gpnonit060810.pdf. 15. INVOICING Ordering agencies may require separate invoicing, as specified by each ordering organization. Invoices will contain the following information: Contractor s name, address and telephone number Leveraged Procurement Number (Contract Number) Contract 1-13-84-14 Page 10 7/14/2014

Contract Agency Order Number (Purchase Order Number) Item and commodity code number Quantity purchased Contract price and extension State sales and/or use tax Prompt payment discounts/cash discounts, if applicable Totals for each order 16. PAYMENT A. Terms Payment terms for this contract are net forty-five (45) days, with a 2% discount if paid within 10 days. Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927, et seq. Unless expressly exempted by statute, the Act requires State departments to pay properly submitted, undisputed invoices not more than forty- five (45) days after the date of acceptance of goods, performance of services, or receipt of an undisputed invoice, whichever is later. B. CAL-Card Use State departments may use the CAL-Card for the payment of invoices. Use of the CAL-Card requires the execution of Purchasing Authority Purchase Order (Std. 65) as referenced in Article 8 (Purchase Execution) and must include all required documentation applicable to the purchase. The CAL-Card is a payment mechanism, not a procurement approach and, therefore, does not relieve departments from adhering to all procurement laws, regulations, policies, procedures, and best practices, including those discussed in the State Contracting Manual (SCM) Volume 1 and Volume 2. This includes but is not limited to the application of all sales and use tax laws, rules and policies as applicable to the purchase. C. Non-Core, Higher Cost Items Employees have the option to purchase any item from the Non-Core items attached in the contract. The State of California will be responsible for the first $90 (plus tax on $90). The Employee is responsible for the balance of the item. At time of order, it is the responsibility of the employee to pay anything above and beyond the $90 plus tax. The Purchase Order may be sent to MTM before the employee s payment is made; however, no order will be officially placed until the employee s portion is paid in full. Employee payments may be made by one of the following three methods: Personal Check Money Order Contact MTM and make a personal credit card payment over the phone The payment must be made directly to MTM Recognition. Ensure that any payments made have a Purchase Order number reference attached. The employee shall notify the department purchasing agent with the confirmation number after payment has been made. The Non-Core Employee Payment Form may be kept with State documentation for payment reference. The State s portion of the payment will be standard State terms. Contract 1-13-84-14 Page 11 7/14/2014

Contract D. Payee Data Record Each State accounting office must have a copy of the Payee Data Record (Std. 204) in order to process payments. State departments should forward a copy of the Std. 204 to their accounting office(s). Without the Std. 204, payment may be unnecessarily delayed. State departments should contact the contractor for copies of the Payee Data Record. 17. CALIFORNIA SELLER S PERMIT The California seller permit number for the contractor is listed below. State departments can verify that permits are currently valid at the following website: www.boe.ca.gov. State departments must adhere to the file documentation required identified in the State Contracting Manual Volume 2 and Volume 3, as applicable. 18. RECYCLED CONTENT Contractor Name Seller Permit # MTM Recognition 100-067791 State departments are required to report purchases in many product categories. The Postconsumer- Content Certification Form (CIWMB 74) for the contractor(s) is attached (Attachment 5). 19. SMALL BUSINESS/DISABLED VETERAN BUSINESS ENTERPRISE PARTICIPATION There is no small business (SB) or disabled veteran business enterprise (DVBE) participation for this contract. 20. ATTACHMENTS Attachment 1 Contract Pricing Attachment 2 Specifications, Core Items Attachment 2a Core Catalog Attachment 3 Non-Core Catalog Attachment 4 Non-Core Price List (before contract discount) Attachment 5 Post Consumer Content Certification Form Attachment 6 Non-Core Employee Payment Form Contract 1-13-84-14 Page 12 7/14/2014