Request for Proposal for

Account - Based Print and Copy Access System for University Libraries and Campus Departments

RFP #0814KHC

University of California, San DiegoMarch 24, 2008

Table of ContentsGeneral Information Section I

Current Overview and Facts Section II

Objectives and Program Requirements Section III

Bidder Options Section IV

Bidder Qualifications Section VProgram Support Requirements Section VI

Invoicing Section VIIPricing Section VII

Specific Terms Section VIII

ExhibitsAppendix “A” University of California Terms and Conditions of PurchaseAppendix “B” University of California San Diego Terms

Exhibit A. Supplement 5 - Special Terms and Conditions for Federal Government ContractsExhibit B. Proposal Cover PageExhibit C. Insurance Certification FormExhibit D. Business Information FormExhibit E. Conflict of Interest FormExhibit F Bidder’s Customer Reference FormExhibit G. Supplement 2 - Special Terms and Conditions for MaintenanceExhibit H. Mandatory Price Sheet

RFP Objective: The University of California, San Diego is seeking to establish a preferred Bidder for establishing

a new Account – Based Print and Copy Access System

RFP Release Date: March 24th, 2008

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RFP Due Dates: April 7, 2008 Deadline for email submission of Bid conference questions

April 11, 2008 Pre-Bid conference 10:00am – Noon Pacific Standard Time

April 15, 2008 Deadline for email submission of Final questions.

April 23, 2008 Original Signed hard copy Proposal due by 2:00 p.m.

Date TBD: Supplier Presentations from finalist(s)

Date TBD: Supplier Site visit to finalist(s)

May: Anticipated Award Date

Contact information

Procurement

Technical

Kim CarnotInterim Assistant Director, Business ContractsUCSD Procurement and Contracts 9500 Gilman DriveLa Jolla, CA 92093-0914E-mail: kcarnot@ucsd.eduPhone: (858) 534-6528Fax: (858) 534-5803

Street Address for Hand Delivery or Private Carrier:

Kim CarnotInterim Assistant Director, Business ContractsUCSD Procurement and Contracts10280 North Torrey Pines RoadSuite 350La Jolla, CA 92037

Gina WebbUCSD ImprintsEmail: gwebb@ucsd.eduPhone: (858) 534-2534

SECTION I: GENERAL INFORMATION

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A. Purpose of the RFPThe purpose of this Request for Proposal (the “RFP”) is to invite qualified suppliers to prepare and submit a proposal (or “bid”) to furnish an account based access system suitable for UCSD Imprints to manage access to print and copy devices both in campus departments and in the libraries for campus faculty, staff, students and library patrons.

B. Facts and Overview

“Innovation is our tradition”

Nestled along the Pacific Ocean on 1,200 acres of coastal woodland, UCSD is a powerful magnet for those seeking a fresh, next-generation approach to education and research. Since its founding four decades ago, UCSD -- one of the ten campuses in the world-renowned University of California system -- has rapidly achieved the status as one of the top institutions in the nation for higher education and research. UCSD’s interdisciplinary ethos and tradition of innovation and risk-taking, underlie its research strength and ability to recruit top scholars and students.

Current enrollment (Fall 2007) is 27,682

UCSD Imprints, a campus service department of Auxiliary and Plant Services provides reprographic equipment and related print/copy and document services to UC San Diego in both university departments and libraries. Current card access devices are deployed on approximately 250 copiers and MFP units located throughout UCSD departments. Within the six UCSD libraries, card access terminals control access to all copiers, printers and micro format reader/printers for all users. Different access systems are used in the two major areas.

UCSD invites responses to this RFP to propose and install a card access system for copy/print in the areas described, satisfying all UCSD requirements listed throughout this RFP document and any Appendix, Exhibit or Attachment.. The objective for the selected system, software and hardware components is to develop a common access for all users through use of secure server-based monetary accounts. (Though separate servers may be used to manage different aspects such as print and copy activity validation and final roll up of accounting activity must be to one central server for account management).

C. Issuing Office and Communications Regarding the RFP This Request for Proposal, and any subsequent addenda to it, is being issued by the UCSD Procurement and Contracts Department. The UCSD Procurement and Contracts Department is the sole point of contact regarding all procurement and contractual matters relating to the requirements described in this RFP, and is the only office authorized to change, modify, clarify, etc., the specifications, terms, and conditions of this RFP and any contract(s) awarded as a result of this RFP.

All communications, including any requests for clarification, concerning this RFP should be addressed in writing to both of the following people:

Kim Carnot Interim Assistant Director, Fax: (858) 534-5803Business Contracts UCSD Procurement and Contracts E-mail : kcarnot@ucsd.edu 9500 Gilman Drive - 0914La Jolla, CA 92093-0914

Gina Webb(858) 534-2534UCSD ImprintsEmail: gwebb@ucsd.edu

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D. RFP DatesSuppliers interested in submitting proposals in response to this RFP should do so according to the following schedule set forth in the above chart. A supplier will be disqualified for failing to adhere to the dates and times for performance specified in the chart above (all times pacific standard time).

E. Pre-bid Conference - OptionalThe Conference Call will provide bidders the opportunity to ask questions about the Request for Proposal and UCSD requirements. Participation at this conference call is highly advised for suppliers who intend to submit a bid.

Conference Call ScheduleDate: April 11, 2008Time: 10:00am – Noon PSTDial #: Phone: 866 740 1260 

Access code: 5341764

F. Addenda and Award Process

This solicitation, the evaluation of proposals, and the award of any resulting contract shall be made in conformance with applicable University policies and State of California law. The University reserves the right to withdraw this Request for Proposal at any time. All documents submitted to UC on behalf of this RFP will become the exclusive property of the UC system and will not be returned.

Any contract(s) resulting from this Request for Proposal will be awarded to the responsive and responsible bidder whose proposal, in the opinion of the University, offers the greatest benefit to the University when considering the total value, including, but not limited to, the quality of products and service and total cost (including prompt payment discounts, trade-ins, upgrades, available volume discounts, shipping and other miscellaneous charges).

Proposals will be evaluated by the UCSD RFP evaluation team using a lowest cost per quality point system. The evaluators will examine each proposal to determine, through the application of uniform criteria, the effectiveness of the proposal in meeting the University’s program requirements for office equipment. In addition to materials provided in the proposals, the office equipment commodity team may utilize site visits, oral presentations, product testing, additional material/ information, or references from the supplier and others.

Factors that will be used to evaluate proposals include:

1. GENERAL CAPABILITIESa). Company organization, environment and strategic directionb). Expertise of personnelc). Support structure d). Traininge). Implementation plan

2. TECHNICAL QUALIFICATIONS AND INFORMATION MANAGEMENTa). Proposed systems structure, hardware/software b). Hardware features, performance, reliability and durability c.) Hardware and software security d) Redundancy and data backup provisionse). Hardware and software ease of use f) Alignment of bidder's technology direction with UC requirementsg). Technical expertise and supporth. Ability to provide automated systems, web-based management

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i.) Overall alignment and compatibility with UCSD network, campus and libraries environments

3. SERVICE QUALITY AND COMMITMENTSa). Ability to provide support standards to meet UC requirementsb). Quality management and continuous improvement processc.) Service and hotline support c). Geographic supportd.) Ability to meet service levels and performance requirements

The University may waive irregularities in a proposal provided that, in the judgment of the University, such action will not negate fair competition and will permit proper comparative evaluation of bids submitted. The University's waiver of an immaterial deviation or defect shall in no way modify the Request for Proposal documents or excuse the bidder from full compliance with the Request for Proposal specifications in the event the contract is awarded to that bidder.

The University reserves the right to accept or reject any or all bids, make more than one award, or no award, as the best interests of University may appear. Any contract awarded pursuant to this RFP will incorporate the requirements and specifications contained in the RFP, as well the contents of the bidder’s proposal as accepted by the University and will be in writing.

F.1. COST PER QUALITY POINT SCORE:

The following formula will be used to compute a Bidder’s cost-per quality point score.

cost / quality point score = cost per quality point score

F.2. REJECTION OF PROPOSALS

The University reserves the right to reject all proposals and make no award.

The University reserves the right to make an award in the aggregate or in parts as its interests may appear. In particular the University may elect to buy hardware including but not limited to such items scanners, computers or storage equipment from other suppliers in accordance with its interests.

F.3. EVALUATION PROCESS.

Proposals will be evaluated under this RFP in four stages:

First the University will evaluate each Proposal on the basis of its conformance to the RFP instructions, completeness, clarity of content, and responsiveness to the mandatory requirements (“shall”, “must”, “will”, “should”) in the RFP. Proposals that do not conform may be rejected by the University as non-responsive and will not pass to the second stage.

During this stage, Proposals also will be evaluated to determine each Bidder’s qualifications, including financial resources, and relevant experience. Bidders who do not meet a minimum standard of said qualifications will be disqualified as non-responsive.

The second stage will be an evaluation of the merits of the Technical Proposal. Quality points will be awarded to each item being scored according to how well the Proposal satisfies the requirement. The number of points available for each item may vary depending upon the relative importance of the item. Proposals shall also be evaluated for their acceptance of University terms and conditions. A Bidder must receive a minimum of 2/3 of possible points to pass on to the third stage.

The third stage will be the cost over quality point evaluation. Proposals at this stage will be evaluated and scored on a cost-per-quality-point basis, and the costs will be calculated according to a multi-year projection. Then the cost will be divided by the quality point score awarded in the second stage.

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Ideally, at least two bidders receiving the lowest cost per quality point score will pass on to the fourth stage.

In the fourth stage, Reference checks and Site Visits will be conducted. The University may require at least two Bidders with the lowest cost per quality point score to demonstrate their proposed solutions, and such demonstrations will be scored (if they have not already occurred). Scores from the demonstrations will be added to the quality point scores awarded in stage three and the cost per quality point score for those Bidders will be recalculated. The University may also, or instead, require pilot testing of the proposed solution by University staff.

F.4. BIDDER DISQUALIFICATION.

A Bidder may be disqualified at any stage based on misrepresentation and/or omission of facts; lack of credibility of proposed costs, technologies, or implementation procedures; evidence of collusion among Bidders; or failure of the Bidder to perform in a satisfactory or faithful manner on any previous contract or order with the University.

F.5. CONTRACT NEGOTIATION.

The Bidder who’s Proposal receives the lowest cost per quality point score will be given the opportunity to engage in final negotiations on a Contract. If, however, the University is unable to reach agreement with a Bidder, the University reserves the right to cease negotiations with that Bidder and commence negotiations with the Bidder having the next lowest cost-per-quality-point score, or to reject all Proposals.

F.6. VACATED AWARD.

If the Contract is terminated for breach within 180 days of its effective date, the University reserves the right to negotiate a Contract with the Bidder next in line according to the evaluation.

F.7 Addenda To The Request For ProposalAny changes, additions, or deletions to the Request for Proposal will be in the form of written addenda issued by the University. Any addenda to this Request for Proposal will be distributed to all participating bidders through posting on the UCSD website (insert link). Additionally UCSD will attempt to send Addendums directly to the known participating bidders via email. Bidder’s should check the UCSD RFP website on a regular basis to ensure they have the latest information and Addenda for this RFP.

G. Instructions for Submitting ProposalsOne signed original bid must be received by the UCSD Procurement and Contracts Office no later than 2:00 pm (Pacific Time), April 23, 2008. Late bids will not be accepted.

Bids must follow the format specified in this RFP. Bids must be signed by a company officer authorized to enter into contracts on behalf of the bidding firm. The submission of a signed bid will confirm understanding and acceptance of all requirements, terms, and conditions of the RFP unless specific exceptions are taken and alternative language or provisions are offered.

Bid responses must be submitted by bidders directly to Kim Carnot. Four (4) copies of the proposal must be submitted and include all requirements as stated in the RFP.The copies of proposal shall not include price quotations, bidder’s financial statements and annual reports, insurance requirements and legal forms and should be printed double sided so as to reduce paper usage.

Pricing data/information is to be sent to the UCSD Procurement and Contracts Office Only.

Bidders must submit their proposals in compliance with the following instructions:

1. Original proposal must be complete and include all requirements as stated in the RFP.

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Bids must be sealed and marked: Print and Copy Access System RFP #0814KHC Closing Date: March 23rd, 2008

Bids sent via facsimile (FAX) or electronically via email will not be accepted.

H. Qualification of Bidders – Mandatory

The intent of this solicitation is to provide for UCSD the successful implementation of the program for print and copy access as specified. The University believes that the supplier’s previous experience, financial capability, expertise of its personnel, and related factors are important in assessing the bidder’s potential to meet the goals and objectives of the program. Accordingly, prospective bidders must conform to the following minimum qualification standards and provide the required information in order to be considered for award.

1. For each Bid Option specified below, bidders must have verifiable successful experience in the last three (3) years in providing the range of products and services specified in this RFP as a primary vendor for at least (1) account of similar size, complexity, and business volume. Bidders must include with their proposal the company name, address, contact name and phone number, and brief description of reference accounts meeting the criteria set forth in the RFP.

2. Bidder’s proposals must include at least one option for both the UCSD libraries and UCSD campus copier services that meet and/or exceeds minimum requirements for each as specified in the RFP.

3. The attached Pricing Schedule must be completed and is mandatory. Failure to complete the Mandatory Pricing Sheet shall cause a supplier to be disqualified..

4. Bidders must submit audited financial statements for the past two (2) years (or equivalent data) in order to establish its financial capability to provide the required products and services on a long-term contract basis.

5. Bidders must agree to obtain the necessary insurance (ref.: Article 17 of the enclosed University of California Terms and Conditions of Purchase).

6. Bidders must possess all trade, professional, or business licenses as may be required by the work contemplated by this RFP.

In addition to the information required above, the University may request additional information either from the bidder or others, and may utilize site visits and bidder presentations, as reasonably required by the University to verify the bidder’s ability to successfully meet the requirements of this RFP. The University also reserves the right to obtain Dun & Bradstreet reports, or similar independent reports, for further indications of the bidder’s ability.

I. Proposal Format GuidelinesBidders must submit their proposals in the format presented in this part. The entire Proposal must be submitted in hard copy (1 executed original and 4 double sided copies) and 1 electronic unlocked/unprotected Microsoft word version, in addition the Mandatory Price Sheet must be completed and submitted separately in both hard copy and electronic formats. The price file must be returned in an unlocked/unprotected Microsoft Excel format. Proposals are to use the same section titles used below for ease of evaluation. Proposals must provide a complete response to all requirements stated in the RFP. Incomplete proposals are subject to disqualification. The Proposal shall be signed by an Officer or employee duly authorized to legally bind the entity submitting the Proposal. Proposals shall be complete, submitted in the prescribed format or on forms provided, and comply with the specifications and all legal requirements. All information furnished on the signed original copy of your bid shall be typewritten or written in ink.

1. Statement of Company Background

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Bidders shall provide an introduction and general description of the company's background, nature of business activities, and experience in providing print and copy access systems and related services.

2. Management OverviewThis section should present the bidder's understanding of the major objectives of the RFP and the bidder's approach to fulfilling the RFP requirements.

3. Vendor Qualification And ExperienceThis section should contain the required qualification information specified in “Qualification of Bidder” (Paragraph H above).

4. Vendor Organization and StaffingThis section should describe the bidder's organization and representation team. The narrative should include the name of staff, their background and qualifications, and their role in providing representation to UC.

5. Responses To Program RequirementsBidders are to provide a complete response to all of the requirements set forth in the RFP. Bidders should be concise in responding to the requirements.

6. Supplemental InformationThis section provides bidders an opportunity to inform UC of the other services and/or products that may be relevant.

7. Price QuotationBidders are to provide a price quotation in the form and format described in Section VII and Exhibit H.

8. University Of California Business Information FormAll bidders must complete the enclosed University of California Business Information Form (UAA101 1/92) and return it as part of the bid.

J. Rejection of Proposals

The University reserves the right to reject proposals, which are non-responsive, including, without limitation, proposals, which contain the following defects:

1. Late or incomplete proposals;2. Failure to conform to the rules or requirements contained in the Request for Proposal;3. Failure to sign the proposal;4. Proof of collusion among bidders, in which case all proposals involved in the collusive action will be

rejected;5. Noncompliance with applicable law, unauthorized additions or deletions, conditional bids, incomplete

proposals, or irregularities of any kind which may tend to make the proposal incomplete, indefinite or ambiguous as to its meaning;

6. Provisions reserving the right to accept or reject an award, or to enter into a contract containing terms and conditions that are contrary to those in the solicitation.

K. Proposal Preparation CostsAll costs incurred in the preparation and submission of proposals and related documentation, including bidder presentation to UC, will be borne by the bidder.

L. Proposal Acceptance Period"Acceptance Period" as used in this provision, means the number of calendar days available to the University for awarding a contract. All bids shall remain available for University acceptance for a minimum of 120 days following the RFP closing date.

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M. Initial Contract TermIt is anticipated that the initial term of any agreement resulting from this RFP will be for a period of five (5) years.

N. Optional Renewal Term(s)UC may, at its option, extend or renew the agreement for additional five (5) one-year periods at the same terms and conditions.

O. Disclosure of RecordsAll bids, supporting materials, and related documentation will become the property of University.

This Request for Proposal, together with copies of all documents pertaining to any award, if issued, shall be kept for a period of five years from date of contract expiration or termination and made part of a file or record which shall be open to public inspection. If the response contains any trade secrets that should not be disclosed to the public or used by University for any purpose other than evaluation of bidder’s approach, the top of each sheet of such information must be marked with the following legend: "CONFIDENTIAL INFORMATION"

All information submitted as part of the bid must be open to public inspection (except items marked as trade secrets and considered trade secrets under the California Public Records Act) after the award has been made.

Should a request be made of the University for information that has been designated as confidential by the bidder and on the basis of that designation, the University denies the request for information, the bidder shall be responsible for all legal costs necessary to defend such action if the denial is challenged in a court of law.

P. Audit RequirementsAny agreement resulting from this Request for Proposal shall be subject to examination and audit by the University and the State of California for a period of three (3) years after final payment. The examination and audit shall be confined to those matters connected with the performance of the agreement, including but not limited to, the costs of administering the agreement.

Q. Marketing ReferencesThe successful bidder shall be prohibited from making any reference to University, in any literature, promotional material, brochures, or sales presentations without the express written consent of the University Communications Office.

R. Insurance RequirementsIf work is to be performed on University premises bidders(s) shall furnish a certificate of insurance acceptable to UC (see Appendix “A”, Article 17). All certificates shall name the Regents of the University of California as an additional insured. The certificate must be submitted to the UCSD Procurement and Contracts Department prior to the commencement of services and should be delivered to Kim Carnot at the address set forth above.

S. University of California Terms and Conditions of PurchaseThe University of California Terms and Conditions of Purchase, Appendices “A” and “F” and Supplement 2 and 5, and Exhibits A-C as attached, shall be incorporated into purchase agreement resulting from this RFP. Prevailing wage scale is a requirement as stated in Supplement 2.

T. Errors and OmissionsIf the bidder discovers any discrepancy, error, or omission in this RFP or any Exhibits attached, UC should be notified immediately and a written clarification/notification will be issued to all bidders who have been furnished a copy of this RFP for bidding purposes. No bidder will be entitled to additional compensation for any error or discrepancy that appears in the RFP where UC was not notified and a response provided.

SECTION II: CURRENT OVERVIEW

II. 1 UCSD Libraries – Current Overview

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In the multiple UCSD Libraries, Imprints provides all card service centers, copiers, printers, microfiche reader-printers, accessed through a stored value “debit” card. Stored value is recorded on the junk stripe of the card, track 2. Imprints’ technical staff provide maintenance and repair support to all the below listed equipment. UCSD Libraries IT staff maintains the library network, computer workstations, servers and the Pharos Uniprint ® application.

Library Copiers, Microformat Reader Printers, stand alone Printers and Map Copier: Offline card capture terminals (Schlumberger-Danyl D-5000) are installed on and enable access to Library copiers, laser printers, microformat units and a map copier.

Card Purchase and Revalue Stations: Cards are currently purchased and value added at variously located (Schlumberger-Danyl Card Service Centers). Cards are purchased with a small initial value encoded. Value is added to the card by reinserting it into the station and inserting bills. Unit accepts $1, $5, $10 and $20 bills.

Data Collection: Danyl RECAP Software is used for data collection, setting reader parameters. Collection is done manually by laptop and serial port cable connection.

Patron Access Networked printing is accomplished through Pharos Uniprint ® using print release stations and attached Schlumberger-Danyl D-5000 AUX card readers – a card capture terminal. All patrons at this time use stored value cards which are purchased at the Card stations or at the Imprints Print/Copy Center located in Geisel Library. Currently there is no provision for charges to department account codes due to the limitations of the AUX card terminals.

Patron Access Copying is accomplished through Xerox Digital Bookmark non-networked copiers, and several Minolta EP 3050 and EP 4050 analog copiers. Attached Schlumberger-Danyl D-5000 card readers accept the same stored value cards which are purchased at the Card stations or at the Imprints Print/Copy Center located in Geisel Library. Recharge cards can also be used by UCSD departmental card holders. Card readers track the card number and number of pages which are later downloaded via laptop. The card number and clicks are then matched to the card holder’s information and processed for monthly billing.

II.2 Imprints Campus Copier Services – Current Overview

Through its campus copy and print service, Imprints provides a full facilities management approach to copy and print to approximately 700 + UCSD owned copiers and business-grade multifunctional devices in UCSD departments on and off campus. Of this copier/MFD population, nearly one third are accessed through Equitrac EmSys terminals reporting to Equitrac software and dedicated server to permit access and track usage. A desktop print tracking application for workstations to MFD’s (multifunctional devices) has not been implemented at this time and is a key objective in selecting and installing a comprehensive system.

Imprints technical staff provide maintenance and repair support to all copiers, MFD’s and attached card terminals. Auxiliary and Plant Services IT staff manage the network and server

Current Print/Copy Equipment deployed in UCSD Libraries & Med Ed Labs

EQUIPMENT TYPE # UNITS in public areas w/ card terminals

# UNITS in staff areas w/ card terminals

Total

Konica Minolta EP3050/4050 Analog Copiers 1 23 24Konica Minolta EP1081 Analog Copiers 0 2 2Xerox Bookmark Digital Copiers 21 1 22HP 8150DN Laser printers 10 (networked print release

station printers)10

10

HP Laserjet 5 16 (non-networked, standalone printers)

16

HP Color Inkjet Printer 2 (networked print release station printers)

2

Minolta 605Z Microfiche Reader/Printer 12 12Oce’ 7055 Map Copier (b/w) 1 1Medical Education Lab HP Printers (Not part of the libraries, yet using Uniprint ).

5 (networked print release station printers)

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Current Pharos Uniprint® printer licenses in UCSD Libraries

Pharos version 7.1 is the current version in use by UCSD

Library Location # licenses

Geisel Library SSH Info Desk 1Geisel Library SSH Reference Desk 2International Relations & Pacific Studies 1Geisel Library Science and Engineering 1Geisel Library Current Periodicals 1Biomedical Library 4Scripps Institute Library 1Medical Center Library 1Medical Education Computer Lab 2Medical Education Farris Lounge 1Medical Education Basic Science Bldg MDL

1

Medical Education Med Center Lounge 1

Total 17

Current Copiers/MFD’s deployed in UCSD Departments

EQUIPMENT TYPE # UNITS w/o card terminals

# UNITS w/ card terminal

Total

Konica Minolta Analog Copiers

145 76 221

Konica Minolta Digital Copier/MFD’s

186 137 323

Xerox Digital Non-Networked Copiers

23 11 34

Xerox Digital Copier/MFD

27 3 30

The above information is provided as an estimate only to assist bidders in preparing proposals. The figures provided are indicative of the potential business volume and the complexity of the account. However, the University does not and cannot guarantee any specific quantities or business volume during the agreement period or any extensions thereto.

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SECTION III: OBJECTIVES AND REQUIREMENTS

The overall objective of the RFP is to select a supplier or suppliers to assist UCSD in establishing the most cost effective and account based efficient print and copy access system for libraries and departments with highest ease of use for students, faculty, staff and library patrons, matched with suppliers who provide high standards of quality and responsive support. Though separate servers and card terminals may be used to manage different aspects such as print and copy activity, validation and final roll up of accounting activity must be to one central server for account management. Imprints and other UCSD technical staff shall remain as the service agent for all hardware after completed installation and manufacturer warranties.

III.1 Campus ID Card Use

The selected system shall use the current UCSD Campus ID card, in its current encoding scheme, as the primary card for all UCSD affiliates – faculty, staff, students, and other related affiliates. Secondarily, encoded department cards provided and encoded by Imprints, will also be utilized for departmental, or tracking and access. The department card is encoded on the same track, using a card number rather than a user ID. In addition to these two card types, the new system shall provide a card to accommodate campus visitors using library-based services for day use or for extended timeframe use. Specific information concerning encoding will be supplied to the awarded bidder.

III.2 Server and Account Based System – BlackBoard ® Compatibility

Bidders should propose server-based approaches supporting their solution, however, all systems must accurately and reliably interface with the current BlackBoard ® system in use for student housing and dining services. (Currently UCSD Housing and Dining Services uses the BlackBoard ® system for meals, vending and door access). Integration with this system is considered essential for UCSD to realize benefits of the use of an existing investment and campus card, with possible common database management and leveraged resources. Linking to the Housing and Dining Services server is not in the timeline of the equipment and solution sought in this bid, though future connectivity is to be assumed. The system being proposed by bidders must consider future integration with H&DS server as a requirement and a step which could be taken now or in the future.

Though integration with BlackBoard ® is considered a future and eventual step, the bidders proposed system must, at the time of proposal, be able to report print and copy usage to the BlackBoard ® server, use the BlackBoard ® database on a shared relationship for validation of user, password and card version, and accurately process account debit and credit activity. The awarded bidder’s services will be required at that time to assist with integration, working with UCSD staff resources and those of existing vendor/suppliers. The system must also be capable of working offline in the event of a power or network outage and retaining all transactions to be restored when the power or connectivity is restored.

III.3 General RFP objectives for the UCSD Libraries:

3.3.1) Change from use of stored value cards to an account based system using existing Campus ID cards and visitor swipe style cards. System must authenticate cards, an entered pin or password, an active, valid account with sufficient funds to cover transaction and/or valid departmental account codes. Transactions are to be to be denied with failure to validate any of these four criteria. Bidder must also outline how their system will function in an offline situation such as a server or network failure. 3.3.2) If proposing to continue using a Pharos Uniprint ® solution for UCSD Libraries, upgrading is necessary from the current standard license to Uniprint ® Enterprise level, suitable for the campus user population. New licensing quote should include a discount provided by Pharos for the current standard version currently in use.

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3.3.3a) If proposing to continue using a Pharos Uniprint ® solution for UCSD Libraries, bidder must install, license and set up Pharos Off-the-Glass ® suitable for the user population of faculty, staff, students and public patrons for copying., though still must use a swipe card access terminal.

3.3.3b) If proposing an alternate solution for copy access in UCSD Libraries, bidder must install an application suitable for the user population of faculty, staff, students and public patrons, using swipe card access terminal. Any alternative proposed must meet all requirements for print access and usage reporting listed in this RFP.

3.3.4) Enable billing to alphanumeric department account codes from all devices.

3.3.5) Provide access for public users to obtain an account and access all devices on card terminals and to add value to the account by all the specified means, cash, credit card.

3.3.6) Provide terminal cabling and connection of terminals to all existing library equipment – Xerox Digital Bookmark copiers, Minolta EP 3050 and EP 4050 analog copiers, Minolta 605Z Microfiche Reader/printers, HP Laser printers, OCE’ 7055/7056 map copier, and HP color laser printers. See comprehensive list II.1.2.

3.3.7) Propose and provide a method and suitable timeframe to transfer the remaining stored value on the current cards to the newly established accounts in the least impactful manner to all card holders as well as Imprints and libraries staff. Schlumberger Danyl card readers will be made available for this transfer to allow determination of remaining stored value.

3.7.8) Cash, Check and Credit cards are the accepted payment methods for adding value to accounts. Cash to be accepted at the self-assisted card payment stations, though card payment station must be able to be accept an internal credit card terminal for possible later installation.

All payment types will be accepted at the Imprints Center. For credit card transactions, all proposed systems must propose a secure web based system so card holders can add money using major credit cards. Systems must be compliant with the PCI DSS Standard. (Payment Card Industry Data Security Standard). https://www.pcisecuritystandards.org/tech/index.htm

III.4 General RFP Objectives for Campus Copiers and MFDs

3.4.1 Replace existing Equitrac Emsys ® system and approximately 270 terminals on campus copiers and MFD’s, 3.4.2 Providing a solution which allows, tracks and records usages for copying, using card swipe terminals for authentication and account access3.4.3 Providing a solution which allows, tracks and records usages for printing from staff workstations based upon user login and billing to authorized account numbers. 3.4.4 LDAP functionality, though employed at a later phase 3.4.5 Fax and scanning usage on MFD’s should be addressed in the bidder’s response in regard to the bidder’s ability to track and report all usage. All items to be quoted for Phase II are listed on Schedule B.

SECTION IV: BIDDER OPTIONS FOR COPY & PRINT SOLUTIONS

This section sets forth specific product requirements for the UCSD card access system for print and copy.

A. Bid OptionsAs previously stated, UCSD wishes to consider alternative methods to structure its system and terminals. Therefore, all proposals can include any of the options, though all bidders must select options for printing and copying using the same type of card reader. All card readers must be capable of using the current Photo ID & department cards as well as accommodating “guest” cards. In addition, bidders may submit alternate proposal(s) so that the University can evaluate the costs and benefits of the different program(s). The University reserves the right to select for award the option(s), which is in the sole opinion of the University, in its best interest.

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4.1.1 Printing Option A: Pharos Uniprint ® (highly desirable)

As Pharos Uniprint ® is currently in use in UCSD libraries and several labs, UCSD will highly consider retaining this system due to its current reliability and familiarity, though it will be evaluated against the benefits and suitability of other proposed applications. Bidders proposing the Uniprint solution for use and upgrading shall also propose it for the application for all UCSD printing using cash based accounts, as well as accepting department codes (alphanumeric) for faculty and staff billing to department accounts. System must use the current UCSD ID cards as well as accommodate “guest” cards or accounts. Uniprint ®-compatible print release stations for laser printers in the libraries may remain the means for print queue lookup, release and/or deletion of queued print jobs, and the access point for payment from accounts. Printing done from MFDs outside the libraries i.e. campus departments shall not be on print release stations, but allow printing from a workstation print client to local MFDs. The bidder proposing this option must propose and provide Uniprint ®-compatible card terminals to be attached to the print release stations. Print release station hardware (computer, monitor, stand) will be provided by the libraries.

Bidders proposing this option must also provide pricing for upgrade to the appropriate licensing level for UCSD, providing any allowable credit for the existing license. Required or recommended server quantities and specification must be listed, though computing hardware will be proved by UCSD. Current license level is the Pharos Standard license with 17 printer licenses.

4.1.2 Copying Option A: Pharos Uniprint ® and Pharos – Off-the-Glass Application

UCSD currently has Xerox digital networked and non-networked copiers as well as Minolta EP series analog copiers and Konica-Minolta digital non-networked copiers in multiple campus and off campus locations. The Pharos Off the Glass copy access application, not currently in use at UCSD, may be proposed by bidders who are also proposing a Pharos Uniprint ® solution for printing. Pharos Off the Glass application may be proposed and considered as the application for copying using copy/print accounts, as well as department codes (alphanumeric) for faculty and staff billing to department accounts. System must use the current UCSD ID cards as well as accommodate “guest” cards. Required or recommended server quantities and specification must be listed, though computing hardware will be proved by UCSD. Appropriate licensing must be included.

The bidder proposing the Pharos Uniprint ® and Pharos Off the Glass copy and print option must also propose and provide Uniprint ®-compatible account value and card stations for adding value to UCSD and “guest” accounts and for dispensing “guest” cards to occasional users.

4.1.3 Printing Option B: Bidder-Proposed Print Access Application

UCSD will consider all bidder proposals for best value, functionality and suitability. Bidders are encouraged to propose other applications for printing using copy/print accounts, as well as department codes (alphanumeric) for faculty and staff billing to department accounts. System must use the current UCSD ID cards as well as accommodate “guest” cards and accounts. All listed requirements must be met and are to be indicated on Appendix A. Application-compatible print release stations should be proposed for student/patron print queue lookup, release and/or delete of their queued print jobs, and as the access point for payment from accounts n the libraries. Printing done from MFDs outside the libraries i.e. campus departments shall not be on print release stations, but allow printing from a workstation print client to local MFDs. The bidder proposing this option must propose and provide compatible card terminals attached to print release stations or another means to pay for printing. Required or recommended server quantities and specifications must be listed, though computing hardware will be proved by UCSD.

4.1. 4 Copying Option B: Bidder-Proposed Copy Access Application

UCSD currently has Xerox networked and non-networked copiers as well as Minolta analog copiers and Konica-Minolta non-networked copiers in multiple campus and off campus locations. Alternate applications

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other than Pharos Off-the-Glass ®, may be proposed by bidders. The bidder’s application must suit UCSD for copying using copy/print accounts, (not stored-value cards) as well as department codes (alphanumeric) for faculty and staff billing to department accounts. System must use the current UCSD ID cards as well as accommodate “guest” cards. Required or recommended server quantities and specifications must be listed, though computing hardware will be proved by UCSD. All applicable licensing must be included.

The bidder proposing an alternate copy and print option must also propose and provide compatible account value and card stations for adding value to UCSD and “guest” accounts and for dispensing “guest” cards to occasional users.

SECTION V. BIDDER QUALIFICATIONS AND SUPPLIER CAPABILITY

Bidder must complete this section of the RFP by discussing each item in the order presented.

In general Bidders must be able to demonstrate and show evidence of having the capability to provide the required products and services by possessing adequate available resources, including personnel and warehouse/distribution facilities, product line, order processing and delivery capabilities, maintenance, support, systems, organization structure, operation controls, quality control, and other related factors.

A. Company Profile1. State whether your company is local, regional, national or international. Include information on any affiliates

and/or subsidiaries.

2. State the locations from which the program will be administered if your company is awarded the contract.

3. Describe the range of activities performed by this location.

4. Please furnish UC with your company’s Service Level Agreement(s), Mission Statement and Environmental Sustainability Policy.

5. Does your company own all of its sales/service locations? If not, please provide a list of local or regional dealerships.

B. Bidder’s Service CapabilityPlease address your company’s capabilities as they relate to the following service issues or questions.

1. Can your company absorb all UCSD needs and requirements for equipment and services as stated in this RFP?

2. Does your company have experience with customers in Higher Education and customers with equivalent geographic distribution of operations as UCSD?

3. Does your company have systems in place to handle, in an efficient and timely manner, emergencies during business and non-business hours? If yes, please describe and provide fees, if any.

4. Does your company have a tested recovery or business resumption plan in place? If yes, please describe.

5. Describe how your company will meet our requirement for occasional on-site visitation by your account representatives to handle, problems, invoice disputes and etc.

6. Describe your customer service and quality control programs.

7. Describe your process for exchanging defective card access terminals? Do you offer an exchange program or a self service program? Explain.

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8. Does your company manufacture your own equipment or develop the software? If not, please specify who manufactures equipment or develops software for your company by model, and why?

9. What is your company’s business strategy regarding the following;

How often do you introduce new models of card terminals? Parts and supplies availability for the discontinued terminal models ? If your company does not manufacture terminal equipment, how often do you replace your

manufacturers and why? How long do you provide parts and supplies availability for discontinued models of terminals ? Does your company carry in stock all parts for quick access by your service personnel? If your company does not develop the software, how often do you replace your software provider and

why? How often do you introduce new software versions or updates? How long do updates to software versions take to install? Describe your process for updating exchanging bill acceptors to accept new currency while keeping

card stations in service.

10. Describe your ability to integrate with UCSD’s existing systems

Pharos Uniprint ® BlackBoard ®

11. Describe your ability to transfer the existing database of: Campus card holders using department copiers and MFD’s to your proposed system’s database.

12. Describe your ability to transfer stored value on encoded cards to new accounts established for the cardholder

13. Describe the “guest” library card . Specifically address:

a. How a “guest” card is associated with a “guest” account ie: pre numbered cards, b. How a guest obtains and uses the cardc. How guests add account valued. Card material , thickness, and durability e. Card encoding , and if they are pre-encoded or able to be encoded by Imprints staff f. What encoding equipment is needed g. The initial card purchase prices supported and start value in accounth. The security of the account number – use of pin #, etc.

14. Specify your company’s performance standards in the following service categories:

Response Time to remote support calls Repair Time Minimum Uptime Maximum Downtime Delivery Time (new equipment) Delivery Time (replacement parts) Installation Time

15. Provide your company’s definitions of the service categories listed above, and the methods used for measuring your performance.

16. How do you track and what type of documentation will be provided to verify your performance for the service categories listed above?

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17. Describe your maximum available hotline support coverage hours on a Sunday to Saturday basis, listing any exception dates.

18. Provide a statement describing your company’s ability to provide all the products and services required by this RFP, including any plan to subcontract any portion of the work.

19. Specify your company’s normal business hours for receiving orders and providing customer service, including maintenance and hotline support.

20. Specify your company’s capability to provide customer service, including maintenance support after normal business hours.

21. Describe your company’s capability to provide customer training.

C. Bidder’s Invoicing Process

Describe your company’s normal invoicing payment terms and conditions for the following options:

1. Manual Process (individual invoices issued for each ordering department and remitted to each UC Campus Accounts Payable Office or other designated office)

2. XML and EDI Invoicing and EFT3. Procurement Card4. Summary Billing and Summary Invoices5. Receive ACH payments and notification via email, fax or EDI6. Any other options, please specify

C.1 UCSD Current Invoicing Requirements

1. All invoices must clearly indicate the following information:2. Invoices will be submitted directly to the UC Campuses/Labs Accounting Departments unless the supplier

is notified otherwise by amendment to the agreement. Invoices will normally be paid within 30 days of satisfactory product delivery or receipt of correct invoice, whichever occurs last, unless a discount for prompt payment is offered.

3. Please specify your company’s dispute resolution process and time frame.4. California sales tax as a separate line item5. Order or release number and the agreement number6. Description, quantity, and manufacturer number of the product ordered7. Net cost of each item8. Any applicable discount9. Reference to original order and invoice number for all credit invoices issued10. Level 2 purchasing card information

D. Bidder’s Technology CapabilityPlease address your company’s capabilities as they relate to the following technology issues or questions.

1. Please specify your company’s capabilities to provide system updates/revisions, including software platform.

2. Please describe how your company will support the utilization of credit cards by users to add value to their accounts.

Transaction points ie: workstations, account value stations, etc Authorization process Security – PCI DSS compliance System Redundancy and data backups

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E. Bidder’s Staffing and Qualifications1. Indicate the name and title of the person who will have the overall account management responsibility as

specified in this RFP. Provide a brief resume of the account manager(s) background, training, experience and length of time with the company. Specifically discuss the individual’s experience in managing a program of the size and scope of the program described in this RFP.

2. Please provide an organization chart, including functions and responsibilities of your company’s recommended account management team.

3. Describe procedures your company will utilize to provide training on your system and other technology and process related issues.

F. Account References

1. Provide three references to verify bidder direct experience in servicing accounts of a similar size, complexity, and business volume to UC based on the options specified in Section IV of this RFP.

2. Provide names of three accounts that have left your company within the last 36 months for reasons other than consolidation.

3. Please include company names, contact names and phone numbers for all the references.

SECTION VI: PROGRAM SUPPORT REQUIREMENTS

A. Program for Licensing Upgrades

Bidder proposals must include a program for licensing upgrades, if applicable, including terms and conditions for the existing Pharos Uniprint ® license.

Bidders proposing this option must also provide pricing for upgrade to the appropriate licensing level for UCSD, providing any allowable credit for the existing license. Required or recommended server quantities and specification must be listed, though computing hardware will be proved by UCSD.

B. Technical SupportBidders must specify their capability to provide technical support to UCSD as follows:

Assist UC Imprints and associated IT support staff with installation and configuration of hardware/software for campus and off campus department MFD network printing in a timely manner

Assist UC Imprints and Libraries with installation and configuration of hardware/software for library network printing in a timely manner

Provide on-going hardware, software and network support Provide dedicated technical support staff with strong working knowledge of all aspects of account

based access to network printing and copying across all platforms, including the following: Hardware installation (network cards, cabling, etc). Network administration (equipment, software installation/configuration, printer driver

installation/configuration/characteristics) Troubleshooting

C. Technology Requirements

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Describe your capability to interface with UCSD campus IT and Network Administrators on an ongoing basis to effectively install and set-up access terminals on University networks and install and set-up appropriate software, drivers and etc. to operate and manage said equipment within individual departmental network environments.

1. Bidders must specify the capability to provide the following requirements to UC:

Support of IP/IPS Internet capability Provide internet connectivity Capability for connectivity to the following operating systems:

NT Windows (specify versions) Linux AIX Solaris Apple systems, including OSX Service location Protocol Version 2 (SLP V2) LDAPv3 – for e-mail directory lookup (rfc 2251) Kerberos – for authentication, must include true MIT Kerberos support for UNIX systems not

just Windows2k Kerberos (frc 1508, 1510, 1964) LPR/LPD – standard TCP/IP based printing protocol used in the UNIX world (rfc 1179) SLP – service location protocol, used by MAC OS 9 (AND Novell) to find resources on the

network (rfc 2165) AppleTalk phase II – Apple’s networking protocol TCP port 9100 direct printing (bidirectional) PostScript Level 3 PDF 100BaseTX Ethernet (IEEE 802.3u) http management PPD’s for OS 9, & OS 10 Concurrent scanning of copy job while print job is being processed Scan to network server Scan to e-mail SMTP (rfc 2821 and other) SNPM v1 (rfc 1157) Other (please list)

2. Network and Device Security

Describe how this system (including all card readers, other hardware, and software) are secured and kept secured (both physical and software)

Describe your ability and plans to provide technical expertise in the area of security, including, but not limited to:

-Timely development and delivery of security fixes and patches as necessary-Research into cause(s) of security breaches within this system as they may occur-Other security issues with hardware or software

3. ExclusionsBidders should list any products, services, and/or options as specified in this RFP they wish to exclude from their proposal to UC.

D. Program Management and Administration

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1. Does your company have an existing major account program? if so, please describe.

2. Supplier shall provide the following program administration functions:

Project manager to coordinate program implementation Account management for on-going contract monitoring and maintenance Coordinate all the order/installation process, inquiries regarding order status, and pricing concerns

3. The University requires a Bidder to provide the following written notices in addition to any others that may be specified in the Contract:

The Bidder must provide prompt notice in case the Bidder is encountering difficulties in meeting any performance requirements or schedule under the Contract. This notice must provide pertinent details, including the scope of the problem and any projected delays.

However, this notice shall be informational only, and receipt of such information shall not be construed as a waiver by the University of any performance requirement or delivery date, or any rights or remedies provided by law or under the Contract.

The Bidder must provide prompt notice in case the Bidder’s work under the Contract is impeded because University staff are not available as agreed in the Contract, so that appropriate corrective action can be taken.

The Bidder must provide prompt notice in case the Bidder considers any work requested by the University to be outside the Scope of Work defined in the Contract.

The University requires a Bidder to provide the following written notices in addition to any others that may be specified in the Contract:

F. Delivery and Installation1. UCSD will require for suppliers’ dedicated account representative to coordinate all the delivery,

installation and training processes with designated representative(s).

2. Supplier will provide a written acknowledgment of equipment delivery and installation.

3. Please describe in detail your company’s delivery and installation capabilities.

G. Software Support and MaintenancePlease describe in detail your company’s capabilities to provide a software and application support services for the application, and required software. Support licenses and agreements are to be listed on the pricing schedules.

H. Software Support Period.

The Bidder shall offer an initial period of Software Support. The Bidder should present options for annual and multi-year Software Support. The Bidder should offer the University a Software Support option for a period of five (5) years after the effective date of the Contract.

I. Scope of Software Support (Inclusive of maintenance).

Software Support fees shall include (a) error corrections, (b) all updates and upgrades made available to licensees of the Software, and(c) any new minor or major releases made available to licensees of the Software, and (d) technical assistance on the installation, use, performance tuning, maintenance, and repair of the Software.

After each major new release of the Software, Software Support should be provided for the prior version of the Software for a minimum of one year.

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Software Support should be available for the Operating Platform initially selected by the University for a minimum period of five (5) years from the initial date of Production Use, provided that the University continues to operate the Software on that Operating Platform.

Within one year after a new release of the Operating System used on the University’s Operating Platform, Bidder should provide any Updates or Upgrades that are necessary to operate the Software on the new operating system with at least the same levels of functionality and performance that were provided on the previous operating system release.

The same level of Software Support should be provided for any Customizations that are necessary to meet the requirements of this RFP.

The Bidder should provide Software Support for all Software, including any Bundled Technology. If any Bundled Technology is not covered by Bidder’s Software Support service, the Bidder shall identify in its Proposal the unsupported product(s) and its supplier for such product(s).

J. Implementation

UCSD will adopt a phased implementation plan, beginning with installation in departmental areas. The timeframe to begin in the libraries will be determined, though is anticipated to take place during summer 2008. Additional detail for these phases are:

Phase I : Department Copy/Print access - includes the installation, setup, testing, and release. Export/import of current user database into new database. Training in user account maintenance. Initial setup of predetermined number of test units with terminals and training UCSD technical staff. Setup predetermined number of workstations with client access to MFD’s for print access and printing recharge. Training UCSD technical staff and A&PS IT staff on setup procedures.

Phase II : UCSD libraries Print/Copy/Microform access - includes the installation, testing, release working with UCSD libraries systems group, Imprints technical staff, and A&PS IT staff. Train on user account setup and maintenance. Initial setup of predetermined number of test units with terminals, training UCSD technical staff, if needed. Test within a trial environment with predetermined number of workstations and copiers. Demonstrate and test the accepted method for transferring existing stored value to newly established accounts. Conduct a presentation session along with Imprints management to library administration on user access. Provide documentation on typical FAQ’s. Provide schematic for attachment of proposed card terminals to microform, map copiers and standalone printers. Verify proper counts on all equipment. Set up card centers based upon established pricing. Train UCSD Imprints staff for self maintenance.

Phase III . Possible eventual integration to a Campus Blackboard database. A plan or timetable has not been set for a transition at this time.

Bidders must provide a description of the transition plan in Phase II for proposed card to account value conversion and program implementation activities for the various bid options. UCSD requirements in order to make transition seamless and successful, including any contingencies which may restrict bidder from a successful transition.

1. Describe your implementation plan, including onsite and remote support. Specifically address:

a) Onsite installation and setup, configuration and set up of servers and applications in your company’s proposals

b) The anticipated timeframe for onsite support to conduct installation, training, testing and debugging. c) Onsite initial training for UCSD support staff on complete application, account setup,d) Onsite or remote advanced training, as necessary, for UCSD support staff on complete application,

maintenance, upgrades and further expanding system use.

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e) Onsite installation and setup, configuration and set up of card terminals, training UCSD Imprints technical staff on setup, options and serviceable components.

f) Provision of all system manuals, configuration settings, and training materials with access and permissions to print digital versions.

g.) Provision of all necessary administration cards, codes and keys necessary for the management of card centers and card terminals.

2. Describe your ongoing support provision, including onsite and remote support. Specifically address:

a) Access to support staff during the first 3 months following switchover date to new system

c) Provision for card terminal repair parts (serviceable items, such as swipe reader, circuit boards, keypads) if applicable, and/or a terminal exchange program.

c) Providing card terminal service and parts manuals. 3. Describe your process for updating exchanging bill acceptors to accept new currency while keeping card stations in service.

4. What information, other than provided in this RFP, will you need for implementation?

5. Taking into account the Scope of Work described in this RFP and the Bidder’s experience with similar implementations, the Bidder should describe the stages of work, types and amounts of resources, and other elements that would be needed to implement the proposed solution in the most cost-effective and efficient way, with timelines and critical milestones and resources required from University. This description should cover requirements for installation, customization, configuration, system tuning, data conversion, etc. The Bidder is expected to provide guidelines and documentation on how all software and hardware necessary for the proposed solution (including Third Party Technology) must be installed and configured. Bidder must state what Third Party Technology licenses they have procured, their cost, and what access the licenses provide to the University.

K. TrainingUCSD has the following training requirements:

Initial Training (following installation) Follow-up training On-going training (existing and new users)

Please provide your company’s response to support UCSD training requirements at no charge.

The Bidder should also include recommendations about the types and amounts of training that would be needed for University staff. This information should include:

1. Details of classroom training courses and their titles, curricula, intended audience, length (hours/days), minimum/maximum number of students, etc.

2. Options for custom training.

3. Options for providing the training On-Site, at the Bidder’s premises, or at other locations.

4. If training will be provided at a site other than University Campus the Bidder must identify the location of the training. The estimated cost of travel for University Employees receiving training will be used to calculate the cost of the proposal.

5. The organization responsible for the training, e.g., a unit under the Bidder’s management or a third-party Bidder.

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6. The qualifications of the trainers.

7. Scheduling for the training, e.g., the frequency that training is offered, the lead time required to schedule training, and the ability of the Bidder to provide training at the University’s convenience.

8. Any equipment and setup that may need to be provided by the University for On-Site training.

9.The types of documentation that are distributed to participants in the training.

10. The availability of alternatives to classroom instruction such as computer-based training.

11. The availability of the Bidder’s training materials for purchase and use by the University to train its staff.

12. The Bidder should describe the availability of Bidder implementing training resources in the San Diego area.

L. Service Guarantee Commitments1. UC service guarantee commitment requirements for digital copiers are as follows:

Description Commitment1. Initial installation (each for libraries and campus departments)

2. Service/Guarantee a) ) Total uptime (application) b) Total uptime (terminals)

Resources as needed for installation, approval required for more than 4 days total in each areas, totaling 8 days. (not more than 1 hr of downtime per six month period Minimum of 99% uptime (*)based on 200 working hours per month) - Total customer satisfaction guarantee*

3 Response and Resolution Time

a) Response time to hotline support request

b) Resolution time for critical system issues

c) Resolution time for non-critical system issues

½ hour

1 hour target and continual effort until resolved

8 business hours

4. Delivery/Installation a) Delivery (new equipment) b) Delivery (rush replacement parts) c) Delivery (non-rush replacement parts or returned terminals )

a. 10 business days or as agreed by UCSD b. 2 business days c. 10 business days

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5. Training a) Technical – application b) card terminal card station

a. 3 days /No chargeb. 2 days/no charge

(*) Starting from the date of product acceptance by UC. For the purpose of this RFP, acceptance defined as 100% satisfaction by UCSD with the system, including application and hardware, following the completion of installation, setup, training and testing. The successful bidder must guarantee to resolve application issues and provide like for like replacement of hardware equipment that fails to meet required uptime .

2. The minimum quality of service standards set forth above recognize that occasional errors are likely, however, the bidder further agrees to use best efforts to achieve 100% quality of service level. Should, however, the quality levels fall below the minimum standards and the supplier does not take corrective action within 30 days following University notification, the University reserves the right to terminate the agreement.

3. Please describe your company’s capabilities to meet UCSD’s service commitment requirements as set forth above..

4. The Bidder should also provide comprehensive information and costs on Software Support procedures, including:

a) Service days (e.g., Monday through Friday, or every day except statutory holidays).

b) Service hours (e.g., 8:00-5:00, with time zones defined, or 24 hours a day).

c) Methods of contact (phone, e-mail, fax, BBS). The University prefers that phone support be provided via an 800-number.

d) Bidder response times after the initial problem report and options for faster response.

e) On-line support resources (e.g., web sites, ftp servers, etc.).

f) Procedures and timeframes for escalating support problems in Bidder’s management structure.

g) The University’s responsibilities in the Software Support procedures.

h) The number of University personnel that may contact the Bidder to receive Software Support services.

i) The frequency of Updates and Upgrades; delivery methods for Updates and Upgrades.

M. Product CertificationThe bidder certifies and warrants that all products sold to UCSD under any agreement resulting from this RFP:

1. Shall be new and genuine, except short term rentals.2. Shall be provided to UCSD in the manufacturer's original packaging unless otherwise requested by UCSD.3. Shall be manufactured and sold or distributed to the supplier for retail sale in the United States.4. Shall be sold to the supplier from legal and reputable channels, which are understood to be the

manufacturer or authorized representatives of the manufacturer.5. Shall not be altered or misbranded within the meaning of the Federal and State laws applicable to such

products

N. Dealer Network

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In the event bidder rely on it Dealer network for customer support, bidder must include in their proposals a complete list of all Dealers, including their profile, who will be designated by bidder to support UC locations. Also, bidders must specify what functions will be provided by designated Dealers. UC reserves the right to approve or disapprove a dealer(s) provided in bidders proposal and/or recommend a dealer (certified by OEM) of UC choice for a campus or campus location.

O. Documentation Requirements

Scope of Documentation.

The University requires that the Bidder provide high-quality Documentation explaining all concepts, functions, installation requirements, installation procedures, maintenance routines, methods of applying functions to accomplish the tasks for which the Product was designed, and other information necessary to operate the Products.

Types of Documentation.

The University prefers that Documentation be provided in at least the following formats: printed documentation, electronic versions of the printed documentation in a standard format (e.g., PDF), and online help files.

Maintenance of Documentation.

The Bidder should describe how, as part of Software Support or in other ways, the Documentation will be updated as new releases of Software become available.

SECTION VII: PRICING

A. Price QuotationPRICING REQUIREMENTS.

FIRM PRICES.

All prices quoted in the Bidder’s Proposal shall be firm and fixed for one hundred and eighty (180) calendar days following the deadline for RFP submissions, or until a Contract is negotiated and signed that establishes future pricing, whichever comes first.

COMPLETE PRICES

Proposals must include all charges required to complete the work required herein.

All costs for freight, shipping, crating, and delivery must be quoted in the Proposal. Proposals quoted “FOB delivered freight prepaid and allowed” will be considered to meet this requirement.

Bidders must quote maximum “not to exceed” amount for travel and per diem expenses. These costs will be included in the evaluation of cost.

PRICE LEVELS AND DISCOUNTS.

The Bidder should propose any alternative price models or payment terms that would lower the University's overall cost for the initial one-year and five-year periods following the effective date of the Contract.

The Bidder should offer options such as caps on maintenance fee increases to enable the University to meet its need for cost stability.

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The Bidder should clearly specify any additional discount that would be applicable if a Contract is approved by the University prior to a date convenient to the Bidder.

The Bidder warrants that the prices offered in its bid are equal to or are lower than those offered for equivalent quantities of Products and services to similar institutional accounts. The Bidder shall apply any special university or educational pricing that will lower the cost to the University.

In order to allow a fair comparison of proposals all prices should be quoted FOB delivered freight prepaid and allowed.

PRICING FORMAT.

The Bidder must complete one (1) EXHIBIT H, MANDATORY PRICING SHEET for each Department given at Section I on an Individual basis (six in total) and one (1) EXHIBIT H, MANDATORY PRICING SHEET on an Enterprise basis (see definitions). All spaces must be filled in. Specific dollar amounts, “N/C” (no charge), “included in line __ above” are acceptable entries.

The Bidder shall quote the costs for each price category quoted on the mandatory pricing sheet as a single, consolidated set of cost worksheets that are clearly identified as “Costs for Proposed PRICE for Individual Department [insert department name]” and “Costs for Proposed PRICE for Enterprise Solution”. All pricing alternatives should be quoted in these cost worksheets. By submitting such worksheets the University will be able to determine what costing assumptions were made to make up the Bidder’s PRICE, per mandatory pricing sheet (Exhibit H).

The Bidder shall quote prices in U.S. dollars.

The Bidder shall identify the exact amount of the Price quoted that is subject to California Sales or Use Tax. The University is subject to California Sales and Use Tax.

To the extent possible, any applicable discounts should be shown separately from the prices for products and services, as global figures.

Separate subtotals should be shown for the core or essential elements of the proposed solution and for any layers of optional elements.

If a multi-phase implementation is required or proposed, the price and costs for each phase should be shown separately.

PRICING METHODOLOGY.

The Bidder should make clear the rationale and basis of calculation for all fees.

The University prefers that separate costs be quoted for all items in the proposed solution, including fees for licenses, maintenance, support, consultation, training, customizations, etc. However, the Bidder should also present alternatives to itemized costs and discounts, such as bundled pricing, if such pricing would be advantageous to the University.

In presenting Software license fees, the Bidder should:

1. Explain all factors that could affect licensing fees.

2. Make clear what type of license is offered for each price (perpetual, annual, named user, concurrent user, installed copies, MIPS-based, etc.).

3. Should include in their proposal any license agreement that is proposed as part of any agreement that may result from this RFP.

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4. Indicate which Product versions, Operating Platform(s), and machine classes are included for each price.

5. Indicate whether a Product is for “server” or “client,” as appropriate.

6. Make clear the extent of any implementation services that are included in the license fees (installation, configuration, training, etc.).

Bidder should also present the charges and fees that would apply if the University expands the solution to cover additional Hosts. What additional licenses would be required, and what will be the incremental cost of each such license. Per unit cost for any licenses added during the period of this Contract should be no higher than the per unit cost of the licenses quoted for the scope of the initial installation required herein.

The Bidder should provide an explanation of the constraints affecting the pricing, warranty, and other aspects of its Proposal that arise from the Bidder’s way of managing revenue recognition.

B. Price Protection1. Prices quoted cannot increase during the first 12 months period of the agreement. Price changes after the

first 12 months period, if any, shall be made on an annual basis as negotiated by both parties. Any price changes require a 30-day written notification. However, in no event shall price increase on an aggregate basis exceed three (3) percent or CPI whichever is less.

2.3. Price increases for any renewal periods must be supported by documented evidence of manufacturers’ or

manufacturers’ supplier price increases. UC shall benefit from any lower price offered to other universities, hospitals, government agencies or entities where the economic and service requirements are substantially similar. If the bidder's commercial or list price is reduced, UC shall benefit from a corresponding price reduction.

C. Manufacturer Price DecreasesIt is essential that manufacturer price decreases be passed on to the University immediately and the supplier agrees to do so. Further, supplier will use best efforts to provide a minimum of thirty (30) days prior notification of such price change.

D. Prompt Payment DiscountBidders are to quote discounts offered for prompt payment. UC considers 30-day payment periods as normal. Additional discounts should be quoted for payments received in 5, 10, 15, and 20 days.

UC expects to enter into a long-term alliance with successful bidder. Please provide your company’s long term pricing commitment for this contract.

Section VIII Specific Terms and Conditions

The following provisions shall be incorporated into the Contract that results from this RFP in addition to the terms set forth in the Exhibits

A. PERIOD OF CONTRACT.

The period of the Contract shall begin on the date of the Contract’s approval by both parties and shall last at least until the completion of all stages of implementation, support, the availability of special pricing, and expiration of any warranties as defined in the Contract.

The period of the Contract may be extended by mutual agreement of the parties in writing.

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Terms and conditions that survive the expiration or termination of the Contract will be specified in the Contract.

B. COSTS.

Software Support Renewals.

Software Support services and fees shall not renew automatically.

Price Reductions.

If the Bidder offers a general price reduction that lowers the cost for any Product or service below the cost included in the Proposal or the Contract, the Bidder shall offer the cost reductions to the University.

Bidder shall not be obligated to charge the maximum amount allowed under the Contract for any given service.

Freight and Handling Charges.

All shipments under the Contract shall be F.O.B. Destination, freight prepaid and allowed. The University shall not be responsible for paying freight charges.

Tax on Products and Services.

Taxes that are applicable for Products and services purchased by the University under the Contract will be specified in the Contract based on current excise tax regulations of the State of California that apply to software and services.

Bidder Expenses.

If any travel and related expenses for On-Site services by Bidder personnel are to be paid by the University under the Contract, the Bidder shall use its best efforts to minimize such expenses, and all such expenses must have the prior written approval of the University, which shall not be unreasonably withheld or delayed.

Regardless of the amount quoted the University will pay only for actual, necessary, customary and reasonable travel and expenses supported by valid receipts up to the amount quoted in the winning Bidder’s Proposal. The University will not be responsible for any travel and per diem expenses over the amount quoted unless such expenses are required for work outside the scope of this RFP and approved in advance in writing

C. PAYMENT

Payment Terms.

The University’s standard payment terms are net 30 days after completion of a payment milestone and receipt of invoice. The payment milestone for Software is Acceptance. The University shall not be subject to any late fees or finance charges.

Timely Notification of Past Due Invoices.

The Bidder shall notify the University if payment has not been received forty-five days after University’s receipt of invoice.

Renewal Notices.

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Notices of renewal of Software Support must be delivered to the University between thirty (30) and ninety (90) days prior to the renewal date.

Notices of price changes for Software Support renewals must be delivered to the University between sixty (60) and one hundred twenty (120) days prior to the renewal date.

Bundled Technology.

Any Bundled Technology that is licensed or acquired by the University under the Contract shall be subject to all the terms and conditions of the Contract, and any Bundled Technology in the form of software shall be treated in all respects like the Software licensed under the Contract, except as specifically provided in the Contract.

D. SOFTWARE LICENSE

Licensed Site.

The Software shall be licensed for the Licensed Site defined in this RFP unless otherwise defined in the Contract.

Licensed Users.

There is no limit on the Licensed Users of this System

Permitted Uses.

For Software licensed by the University (and related Documentation), the Contract shall include licensing provisions that reflect the application needs and usage requirements described in this RFP.

Backup/Archival Copies of Software. The University shall be permitted to copy the licensed Software in whole or in part as needed for backup, archiving, and any use authorized in the Contract.

Test and Development Copies. The University shall be permitted to maintain active working copies in both Test and Development environments for use in support of the purposes of this RFP.

Transfer Rights. The University shall have the right to transfer the Software within the University of California, San Diego; such transfers shall not be subject to any transfer fee.

The University shall have the right to transfer the Software to a different Operating Platform supported by the Bidder without paying transfer fees or a new license fee, except that University will agree to pay an incremental license fee if the pricing of the Software is based on the machine class of the computer. Such an incremental license fee shall be equal to or less than the lowest upgrade fees then currently available for the same Licensed Software on the same target Operating Platform.

Software Testing. The University shall have the right to make and use a copy of the Software for testing, quality assurance and development purposes, on another machine of the same Operating Platform type as machine where the Software is in Production Use.

Relocation of Software. The University may relocate the Software to a new University site upon notice to Bidder without incurring any additional fees. During a period of up to sixty (60) days while the University is transferring its operations from one University site to another, University shall have the right to use the Software for dual or parallel testing at no additional charge to the University.

Emergency Use of Software.

The University may, without prior written notification to Bidder and at no additional charge to the University:

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Use the Software temporarily on a backup system in the case of failure of the primary system.

Use the Software at any substitute location selected by the University if the University reasonably determines that the Licensed Site is or shall become temporarily unavailable.

se the Software on a temporary basis from time to time at any one University location for testing of backup procedures or evaluation of such location as a disaster recovery site.

Install and test the Software at a business recovery (“hot backup”) site to which the University may switch operations if the University’s business needs require it.

Disabling Code. Bidder agrees that, except as specifically permitted in the Contract, the Software delivered under the Contract shall be free of any code or mechanism that is designed to disable operation of the Software on any date or after any lapsed period of time or to enable the Bidder or any third party to disable operation of the Software by any technical means (“Disabling Code”).

Virus Protection. Bidder agrees to take reasonable steps to test Software delivered under the Contract for Virus Code as defined below and represents that the Software will be free, to the best of Bidder’s knowledge, of Virus Code as of the date of receipt from Bidder. Bidder agrees to take such steps with respect to future enhancements or modifications to the Software. Bidder further agrees that it will maintain an object-code master copy of each supported version of the Software free and clear of any known Virus Code. In the event that the University discovers an error in the Software that may be attributable to Virus Code, upon the University’s written request, Bidder agrees to duplicate a copy from the master copy and make such duplicate copy available to the University for comparison with and, if necessary, correction of the University’s copy of the Software.

E. PROPRIETARY RIGHTS INDEMNITY

Proprietary Rights. Bidder shall indemnify, defend, and hold harmless University, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to attorneys' fees) resulting from any judgment or proceeding in which it is determined, or any settlement agreement arising out of the allegation, that Bidder's furnishing or supplying University with parts, goods, components, programs, practices, or methods under this order or University's use of such parts, goods, components, programs, practices, or methods supplied by Bidder under this order constitutes an infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party. The foregoing shall not apply unless University has informed Bidder as soon as practicable of the suit or action alleging such infringement. Seller shall not settle such suit or action without the consent of University. University retains the right to participate in the defense against any such suit or action.

If Software provided under the Contract is, or in Bidder's opinion is likely to become, the subject of a claim, suit, or proceeding of infringement, Bidder (1) may procure for the University, at no cost to the University, the right to continued usage of the Software, or (2) may replace or modify the Software to make it non-infringing, at no cost to the University, provided that the functionality of the Software is not impaired. If none of the foregoing options is feasible, at Bidder’s sole discretion, the Bidder may terminate the license for such Software. In the event of such termination, the University shall be entitled to a pro-rata refund based on the depreciation of license fees on a straight-line sixty (60) month basis commencing with the delivery of the Software to University or the Effective Date of this Agreement, whichever comes first, added to a pro-rata refund of the current year’s maintenance fees on a straight twelve (12) month basis.

The foregoing indemnification does not extend to any claim arising out of a modification of the Software by University, or any claim arising out of the combination, operation, or use of the Software with software or hardware not provided or recommended by Bidder, except to the extent that the claim is based solely on the portion of such combination that is delivered or recommended by Bidder.

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Any limitation of Bidder's liability included in the Contract shall not apply to this proprietary rights indemnity.

F. WARRANTIES

Software Warranty. The Bidder warrants that Software received by the University under the Contract shall operate substantially without Errors as defined in the Contract for a period of one year beginning with the Acceptance Date of the Contract (the “Warranty Period”). During the Warranty Period, the University shall provide prompt written notice and evidence of Errors to the Bidder, and the Bidder will perform services necessary to correct Errors without additional charge to the University. If during the Warranty Period the Bidder is unable to correct any Error that substantially affects the operation of the Software, the University is entitled to the refund of all fees paid by the University under the Contract.

Service Warranty. All services performed by the Bidder under the Contract should be covered by a service warranty.

The Bidder certifies that the warranties covering the Products and Bidder services purchased under the Contract are the most favorable commercial warranties that the Bidder offers to any customer for the same or substantially similar Products and services.

G. ACCEPTANCE.

During the Acceptance Period, The University shall perform whatever acceptance tests on the Software it may wish to confirm that the Software is Operating according to the specified requirements. If The University discovers during the Acceptance Period that any Software is not Operative, The University shall notify The Bidder of the deficiencies. The Bidder, at its own expense, shall modify, repair, adjust, or replace the Software to make it Operative within twenty (20) days after the date of The University’s deficiency notice. The University may perform additional acceptance tests during a period commencing when the Bidder has delivered revised Software correcting all of the deficiencies The University has noted. This restarted Acceptance Period shall have duration equal to that of the initial Acceptance Period, unless The University earlier accepts the Software in writing. If the Software, at the end of the Acceptance Period as so extended, still is not Operative in The University’s judgment after consultation with the Bidder, The University may reject the Software and terminate this Agreement for material breach or, at its option, repeat the procedure of this paragraph as often as it determines is necessary. If The University does not notify the Bidder of acceptance or rejection of the Software, it shall be deemed accepted at the end of the Acceptance Period extended pursuant to this paragraph.

Acceptance by the University shall not waive any rights that University might otherwise have at law or by express reservation in the Contract with respect to any nonconformity subsequently discovered.

H. NON-DISCLOSURE.

The parties to the Contract shall hold in confidence, and withhold from third parties, any and all Proprietary Information (as defined below) disclosed by one party to the other and shall use the other party’s Proprietary Information only for the purposes stated herein (the “Permitted Purposes”) and for no other purpose unless the disclosing Party shall agree herein or hereafter in writing.

Each party agrees to safeguard from theft, loss, and negligent disclosure the other party’s Proprietary Information received pursuant to this RFP or the Contract by utilizing the same degree of care as the receiving party utilizes to safeguard its own Proprietary Information of a similar character from theft, loss, and negligent disclosure, but in no event less than reasonable care. Each party agrees to limit access to Proprietary Information to those officers, directors, and employees within the receiving party’s organization, and to the party’s subcontractors, who reasonably require such access to accomplish the Permitted Purposes.

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Each party agrees not to reproduce or copy by any means the Proprietary Information of the other party except as reasonably required to accomplish the Permitted Purposes. The parties shall not remove any trademark or proprietary rights legend from the Proprietary Information of the other party.

Each party agrees the confidential or proprietary information disclosed by one party to the other shall be deemed “Proprietary Information” when the information:

(1) consists of technical and commercial information owned or licensed by either party, including without limitation any and all software programs, data and data structures, descriptions of computing infrastructure and configuration, security technologies, and any and all related techniques, discoveries, inventions, processes, copyrights, know-how, trade secrets, source code, object code, algorithms, specifications, documentation, and passwords or other confidential methods of information access; or

(2) is provided to the other party in written or other recorded form and is identified as proprietary by means of an appropriate legend, marking stamp, or other clear and conspicuous written identification that unambiguously indicates the information being provided is the disclosing party’s Proprietary Information; or

(3) is disclosed in other than written or other recorded form, but only to the extent identified as the disclosing party’s Proprietary Information at the time of original disclosure and thereafter summarized in a written form that clearly identifies the Proprietary Information. Such summary shall be transmitted by the disclosing party to the receiving party within fifteen (15) calendar days of the disclosure to which it refers.

All Proprietary Information disclosed pursuant to this Contract shall be and remain the property of the disclosing party or its third-party suppliers. Except as expressly specified in this Contract, neither party to this Contract acquires any license, right, title, or interest in and to the Proprietary Information received from the other party. Each party shall inform such employees of the non-disclosure obligations set forth herein and shall obligate in writing any subcontractors to comply with the non-disclosure requirements stated herein.

Each party shall give prompt written notice to the other party upon becoming aware of any unauthorized use or disclosure of the Proprietary Information. Each party agrees to use its best efforts to remedy such unauthorized use or disclosure of the Proprietary Information at its own expense. Each party acknowledges and agrees that in the event of an unauthorized use, reproduction, distribution, or disclosure of any Proprietary Information, the other party will not have an adequate remedy at law and, therefore, injunctive or other equitable relief would be appropriate to restrain such use, reproduction, distribution, or disclosure, threatened or actual.

Neither party shall be liable for use nor disclosure of what would otherwise be considered Proprietary Information if it can establish by contemporaneous, clear, and convincing written evidence that such information, in substantially the same form and content:

1. is or becomes a part of the public knowledge without breach of the Contract by the receiving party; or

2. is known to the receiving party without restriction as to further disclosure when received; or

3. is independently developed by the receiving party without the use, directly or indirectly, of information received under this or other obligation of confidentiality with the disclosing party; or

4. becomes known to the receiving party from a third party who had a lawful right to disclose it without breaching the Contract; or

5. is approved in writing for release or use by an authorized employee of the other party; or

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6. is disclosed in response to a valid order of a court of competent jurisdiction or other governmental body of the United States or any political subdivision thereof, or is otherwise required to be disclosed by law; provided, however, that the receiving party shall first have given prompt written notice to the disclosing party in order to allow objection by the disclosing party to any such order or requirement, or to otherwise protect the rights of the disclosing party and its suppliers prior to the disclosure. If a particular portion or aspect of the Proprietary Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the above non-disclosure provisions. In the case of any conflict between this provision and D.7.f below Right to Know Legislation. the terms and conditions of Section D.7.f. shall take precedence.

I. CONFIDENTIALITY OF PERSONAL DATA

In the course of providing services under this Contract, the Bidder may be given access to Personal Data, which shall mean any information related to individual University-related persons, including but not limited to personal names, University status, login IDs and passwords, as well as age, gender, home or office addresses, telephone numbers (including fax and cell phone numbers), physical characteristics, and preferences. The Bidder will maintain the confidentiality of all such Personal Data, shall limit access to Personal Data to its employees and subcontractors who perform services under the Contract, and shall promptly destroy any copies of Personal Data maintained by the Bidder upon completion of the tasks that required use of the Personal Data, evidence of which must be supplied to the University.

Confidentiality of Student Records/FERPA.

In the course of providing services under a Contract, the Bidder may be given temporary access by the University to confidential student information stored in the University’s databases. All such disclosures of student information by the University will be governed by the Federal Family Educational Rights and Privacy Act (FERPA) and University policy implementing FERPA. The Bidder will treat this student information as confidential and will not further disclose this student information except in those instances allowed by law. Any use of this student information for any purpose, other than the purpose for which the disclosure was made, is prohibited. The Bidder shall promptly destroy any copies of this student information maintained by the Bidder upon completion of the tasks that required access to the student information, evidence of which will be supplied to the University. The Bidder will defend, indemnify, and hold harmless, to the extent permitted by law, the University, its officers, employees, and agents, from and against all losses, penalties, expenses (including reasonable attorneys' fees), damages and liabilities resulting from or arising out of the Bidder’s failure to comply with its FERPA obligations under a Contract, provided that such losses, penalties, expenses, damages, and liabilities are determined to be due to the negligent or willful acts or omissions of the Bidder, its officers, employees, agents, subcontractors, or anyone employed by them, or any persons under the Bidder’s direction and control.

J. DUPLICATION RIGHTS FOR DOCUMENTATION

The University shall have the right to make electronic or printed copies of the electronic versions of the Documentation.

K. USE OF ENGLISH

The Bidder must provide to the University an English-language version of all Software and Documentation; technical support and other contract services; and proposals, quotations, and other business communications.

L. MISCELLANEOUS.

Appendix A.

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The attached Appendix A, University of California Terms and Conditions of Purchase, shall be incorporated into to the Contract that results from this RFP. In the case of conflict between the terms and conditions of Appendix A and those of the Contract, the terms and conditions of the Contract shall take precedence.

Non-assignment and Subcontracting.

The Bidder shall not assign the Contract or any services there under without the prior written consent of the University. The Bidder may, with prior written permission from the University, enter into subcontracts with third parties for performance of any part of the Bidder’s duties and obligations, provided that in no event shall the existence of a subcontract operate to release or reduce the liability of the Bidder to the University for any breach in the performance of the Bidder’s duties. Acceptance by the University of the Bidder’s Proposal for performance hereunder, which identifies any proposed subcontractors and fully describes the duties and qualifications of such subcontractors, shall be considered permission from the University for the Bidder to enter into such proposed subcontracts. The Bidder agrees that all subcontractors shall be agents of the Bidder, and the Bidder agrees to hold the University harmless under the Contract for any loss or damage of any kind occasioned by the acts or omissions of the Bidder’s subcontractors, their agents, or employees.

All personnel in Key Roles shall be subject to the University’s approval.

The terms and conditions of the Contract shall be binding upon and inure to the benefit of the parties thereto and their respective heirs, successors, and assigns.

Termination for Convenience.

University may, by written notice stating the extent and effective date cancel and/or terminate the Contract for convenience in whole or in part, at any time. University shall pay the Bidder for satisfactory performance provided through the date of such termination. No termination made under this provision shall preclude the University from thereafter entering into an agreement with another Bidder for similar services.

Termination for Cause.

In the event that the University determines that the Bidder has materially breached the Contract, the University shall notify the Bidder in writing of the nature of the breach and shall give the Bidder thirty (30) days during which the Bidder must effect a cure. If the Bidder is unable or refuses to effect a cure within the 30-day period, or if after the 30-day period the University determines that the breach has not been cured to University’s satisfaction, whichever occurs first, the University may, by written notice, terminate the Contract. In such event, the University may purchase or otherwise secure software and services to accomplish the Scope of Work, and, except as otherwise provided in the Contract, the Bidder shall be liable to the University for any excess costs incurred by University because of the termination.

In the event that the Bidder determines that the University has materially breached the Contract, the Bidder shall provide to the University a written notice specifying the breach and shall give University at least sixty (60) days to effect a cure. If the breach is not cured to the Bidder’s satisfaction, the Bidder may propose a remedy that is proportionate to the alleged breach, and the two parties shall enter into negotiations concerning an appropriate remedy.

Dispute Resolution.

The parties agree that any dispute between the parties concerning the Contract that cannot be resolved by the personnel charged with implementing the Contract shall be submitted in writing to a designated senior executive of both the Bidder and the University. The two executives shall engage in direct discussions in an effort to resolve the dispute, and any decisions mutually agreed by the executives will be final and binding on the parties. In the event the executives are unable to resolve

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any dispute within thirty (30) days after it is submitted to them, either party may refer the dispute to a court of final jurisdiction or, if both parties agree, to arbitration.

Right to Know Legislation.

The University of California is subject to the Public Records Act. If prospective bidders and Bidders designate any documents submitted as part of the bid process as “confidential,” the University shall review such documents and make a written determination that the marked documents qualify as exempt to public disclosure, prior to accepting them as such. If the University believes that the marked documents do not qualify for such a designation, the Bidder or bidder shall be so informed and shall have the option to withhold those documents from their final bid or proposal. Documents identified and accepted by the University as non-exempt documents are subject to public disclosure. (See Also D.6 above, Non-Disclosure.)

Auditing of Contract.

Any Contract issued pursuant to this RFP shall be subject to the examination and audit of the Auditor General of the State of California for a period of three years after final payment under the Contract. The examination and audit will be confined to those matters connected with the performance of the Contract, including but not limited to, the costs of administering the Contract. Until the expiration of four years after the furnishing of services provided under a Contract, the Bidder shall (if necessary) make available to the Secretary, U.S. Department of Health and Human Services, the U.S. Controller General, and their representatives, the Contract and all books, documents, and records necessary to certify the nature and extent of the costs of those services.

Ethics.

The Bidder shall comply with University policies on gifts and gratuities. The Bidder shall exercise reasonable care and diligence to prevent any action or conditions that could result in a conflict with the University’s interest. During the period of the Contract, the Bidder shall not accept any employment or engage in any work that creates a conflict of interest with the University or in any way compromises the work to be performed under the Contract. The Bidder and/or its employees shall not offer substantial gifts, entertainment, payments, loans, or other consideration to the University’s employees, their families, other contractors, subcontractors, and other third parties for the purpose of influencing such persons to act contrary to the University’s interest. The Bidder shall immediately notify the University of any and all such violations of this provision upon becoming aware of such violations.

Standards of Work.

Work performed by the Bidder shall be done in accordance with the specifications and standards set forth in the Contract and, where no specific standards are set forth in the Contract, shall be of a quality equal to the highest quality provided and accepted in the software industry for similar work.

Loss of Equipment.

The University will not be responsible for the loss of equipment or materials left on University premises by the Bidder during the performance of work covered by the Contract.

No Free Parking.

No free parking space is provided by the University for vehicles used by the Bidder in fulfilling the Contract.

LIST OF EXHIBITS AND APPENDIX

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APPENDIX A. UC Terms and TERMS AND CONDITIONS – Appendix A

APPENDIX B UCSD Appendix B

EXHIBIT A. Supplement 5

EXHIBIT B. Proposal Cover Page.

EXHIBIT C. Insurance Certification Form.

EXHIBIT D. Business Information Form.

EXHIBIT E. Conflict or Interest Form.

EXHIBIT F. Bidder’s Customer References Form.

EXHIBIT G. Supplement 2

EXHIBIT H. Pricing Form

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APPENDIX AUniversity of California

Terms and Conditions of Purchase

ARTICLE 1 - The materials, supplies or services covered by this order shall be furnished by Seller subject to all the terms and conditions set forth in this order including the following, which Seller, in accepting this order, agrees to be bound by and to comply with in all particulars and no other terms or conditions shall be binding upon the parties unless hereafter accepted by them in writing. Written acceptance or shipment of all or any portion of the materials or supplies, or the performance of all or any portion of the services, covered by this order shall constitute unqualified acceptance of all its terms and conditions. The terms of any proposal referred to in this order are included and made a part of the order only to the extent it specifies the materials, supplies, or services ordered, the price therefor, and the delivery thereof, and then only to the extent that such terms are consistent with the terms and conditions of this order.

ARTICLE 2 - INSPECTION. The services, materials and supplies furnished shall be exactly as specified in this order free from all defects in Seller's performance, design, workmanship and materials, and, except as otherwise provided in this order, shall be subject to inspection and test by University at all times and places. If, prior to final acceptance, any services and any materials and supplies furnished therewith are found to be incomplete, or not as specified, University may reject them, require Seller to correct them without charge, or require delivery of such materials, supplies, or services at a reduction in price which is equitable under the circumstances. If Seller is unable or refuses to correct such items within a time deemed reasonable by University, University may terminate the order in whole or in part. Seller shall bear all risks as to rejected services and, in addition to any costs for which Seller may become liable to University under other provisions of this order, shall reimburse University for all transportation costs, other related costs incurred, or payments to Seller in accordance with the terms of this order for unaccepted services and materials and supplies incidental thereto. Notwithstanding final acceptance and payment, Seller shall be liable for latent defects, fraud or such gross mistakes as amount to fraud.

ARTICLE 3 - CHANGES. University may make changes within the general scope of this order in drawings and specifications for specially manufactured supplies, place of delivery, method of shipment or packing of the order by giving notice to Seller and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of this order, an equitable adjustment in the price or delivery or both shall be made. No change by Seller shall be allowed without written approval of University. Any claim of Seller for an adjustment under this Article must be made in writing within thirty (30) days from the date of receipt by Seller of notification of such change unless University waives this condition in writing. Nothing in this Article shall excuse Seller from proceeding with performance of the order as changed hereunder.

ARTICLE 4 - TERMINATIONA. University may, by written notice stating the extent and effective date, cancel and/or terminate this order for convenience in whole or in part, at any time. University shall pay Seller as full compensation for performance until such termination:(1) the unit or pro rata order price for the performed and accepted portion; and(2) a reasonable amount, not otherwise recoverable from other sources by Seller as approved by University, with respect to the unperformed or unaccepted portion of this order, provided compensation hereunder shall in no event exceed the total order price.B. University may by written notice terminate this order for Seller's default, in whole or in part, at any time, if Seller refuses or fails to comply with the provisions of this order, or so fails to make progress as to endanger performance and does not cure such failure within a reasonable period of time, or fails to perform the services within the time specified or any written extension thereof. In such event, University may purchase or otherwise secure services and, except as otherwise provided herein, Seller shall be liable to University for any excess costs occasioned University thereby. If, after notice of termination for default, University determines that the Seller was not in default or that the failure to perform this order was due to causes beyond the control and without the fault or negligence of Seller (including, but not restricted to, acts of God or of the public enemy, acts of University, acts of Government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, and delays of a subcontractor or supplier due to such causes and without the fault or negligence of the subcontractor or supplier), termination shall be deemed for the convenience of University, unless University shall determine that the services covered by this order were obtainable by Seller from other sources in sufficient time to meet the required performance schedule.

C. If University determines that Seller has been delayed in the work due to causes beyond the control and without the fault or negligence of Seller, University may extend the time for completion of the work called for by this order, when promptly applied for in writing by Seller; any extension granted shall be effective only if given in writing. If such delay is due to failure of University, not caused or contributed to by Seller, to perform services or deliver property in accordance with the terms of the order, the time and price of the order shall be subject to change under the Changes Article. Sole remedy of Seller in event of delay by failure of University to perform shall, however, be limited to any money actually and necessarily expended in the work during the period of delay, solely by reason of the delay. No allowance will be made for anticipated profits.

D. The rights and remedies of University provided in this Article shall not be exclusive and are in addition to any other rights and remedies provided by law or under this order.

E. As used in this Article, the word "Seller" includes Seller and its subsuppliers at any tier.

ARTICLE 5 - LIABILITY FOR UNIVERSITY - FURNISHED PROPERTY. Seller assumes complete liability for any tooling, articles or material furnished by University to Seller in connection with this order and Seller agrees to pay for all such tooling, articles or material damaged or spoiled by it or not otherwise accounted for to University's satisfaction. The furnishing to Seller of any tooling, articles, or material in connection with this order shall not, unless otherwise expressly provided, be construed to vest title thereto in Seller.

ARTICLE 6 - TITLE. Title to the material and supplies purchased hereunder shall pass directly from Seller to University at the f.o.b. point shown, or as otherwise specified in this order, subject to the right of University to reject upon inspection.

ARTICLE 7 - PAYMENT, EXTRA CHARGES, DRAFTS. Seller shall be paid, upon submission of acceptable invoices, for materials and supplies delivered and accepted or services rendered and accepted. University will not pay cartage, shipping, packaging or boxing expenses,

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unless specified in this order. Drafts will not be honored. Invoices must be accompanied by shipping documents or photocopies of such, if transportation is payable and charged as a separate item.

ARTICLE 8 - CHARACTER OF SERVICES. Seller, as an independent contractor, shall furnish all equipment, personnel and material sufficient to provide the services expeditiously and efficiently during as many hours per shift and shifts per week and at such locations as the University may so require and designate.

ARTICLE 9 - FORCED, CONVICT, AND INDENTURED LABORA. By accepting this order, Seller hereby certifies that no foreign-made equipment, materials, or supplies furnished to the University pursuant to this order will be produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction.

B. Any Seller contracting with the University who knew or should have known that the foreign-made equipment, materials, or supplies furnished to the University were produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction, when entering into a contract pursuant to the above, may have any or all of the following sanctions imposed:

(1.) The contract under which the prohibited equipment, materials, or supplies were provided may be voided at the option of the University.

(2.) Seller may be removed from consideration for University contracts for a period not to exceed 360 days.

ARTICLE 10 - INDEMNITY.A. General. Seller shall defend, indemnify, and hold harmless University, its officers, employees, and agents, from and against all losses, expenses (including attorneys' fees), damages, and liabilities of any kind resulting from or arising out of this agreement and/or Seller's performance hereunder, provided such losses, expenses, damages and liabilities are due or claimed to be due to the negligent or willful acts or omissions of Seller, its officers, employees, agents, subcontractors, or anyone directly or indirectly employed by them, or any person or persons under Seller's direction and control.

B. Proprietary Rights. Seller shall indemnify, defend, and hold harmless University, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to attorneys' fees) resulting from any judgment or proceeding in which it is determined, or any settlement agreement arising out of the allegation, that Seller's furnishing or supplying University with parts, goods, components, programs, practices, or methods under this order or University's use of such parts, goods, components, programs, practices, or methods supplied by Seller under this order constitutes an infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party. The foregoing shall not apply unless University has informed Seller as soon as practicable of the suit or action alleging such infringement. Seller shall not settle such suit or action without the consent of University. University retains the right to participate in the defense against any such suit or action.

C. Products. Seller shall fully indemnify, defend, and hold harmless University from and against any and all claim, action, and liability, for injury, death, and property damage, arising out of the dispensing or use of any of Seller's product provided under authorized University orders. In addition to the liability imposed by law on the Seller for damage or injury (including death) to persons or property by reason of the negligence, willful acts or omissions, or strict liability of the Seller or his agents, which liability is not impaired or otherwise affected hereby, the Seller hereby assumes liability for and agrees to save University harmless and indemnify it from every expense, liability or payment by reason of any damage or injury (including death) to persons or property suffered or claimed to have been suffered through any act or omission of the Seller.The University agrees to provide Seller with prompt notice of any such claims and to permit Seller to defend any claim or suit, and that it will cooperate fully in such defense.

ARTICLE 11 - DECLARED VALUATION OF SHIPMENTS. Except as otherwise provided on the face of this order, all shipments by Seller under this order for University's account shall be made at the maximum declared value applicable to the lowest transportation rate or classification and the bill of lading shall so note.

ARTICLE 12 - WARRANTY. Seller agrees that the supplies or services furnished under this order shall be covered by the most favorable commercial warranties the Seller gives to any customer for the same or substantially similar supplies or services, or such other more favorable warranties as specified in this order. The rights and remedies so provided are in addition to and do not limit any rights afforded to University by any other article of this order. Such warranties will be effective notwithstanding prior inspection and/or acceptance of the services or supplies by the University.

ARTICLE 13 - ASSIGNMENT AND SUBCONTRACTING. This order is assignable by University. Except as to any payment due hereunder, this order may not be assigned or subcontracted by Seller without written approval of University. In case such consent is given, it shall not relieve Seller from any of the obligations of this Agreement and any transferee or subcontractor shall be considered the agent of Seller and, as between the parties hereto, Seller shall be and remain liable as if no such transfer or subcontracting had been made.

ARTICLE 14 - EQUAL OPPORTUNITY AFFIRMATIVE ACTION. Seller shall not maintain or provide racially segregated facilities for employees at any establishment under its control. Seller agrees to adhere to the requirements set forth in Executive Orders 11246 and 11375, and with respect to activities occurring in the State of California, to the California Fair Employment and Housing Act (Government Code section 12900 et seq.). Expressly, Seller shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, ancestry, medical condition (as defined by California Code section 12925f]), marital status, age, physical and mental handicap in regard to any position for which the employee or applicant for employment is qualified, or because he or she is a disabled veteran or veteran of the Vietnam era. Seller shall further specifically undertake affirmative action regarding the hiring, promotion and treatment of minority group persons, women, the handicapped, and disabled veterans and veterans of the Vietnam era. Seller shall communicate this policy in both English and Spanish to all persons concerned within its company, with outside recruiting services, and the minority community at large. Seller shall provide the University on request a breakdown of its labor force by groups, specifying the above characteristics within job categories, and shall discuss with the University its policies and practices relating to its affirmative action programs.

ARTICLE 15 - The clauses contained in the following paragraphs of the Federal Acquisition Regulations are incorporated by reference. The full text is available upon request:FAR 52.222-04 Contract Work Hours and Safety Standards Act

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FAR 52.222-26 Equal OpportunityFAR 52.223-02 Clean Air and Water (If order exceeds $100,000)

ARTICLE 16 - WORK ON UNIVERSITY OR GOVERNMENT PREMISES. If Seller's work under this order involves performance by Seller at University or United States Government owned sites or facilities, the following provisions shall apply:A. Liens. Seller agrees that at any time upon request of University he will submit a sworn statement setting forth the work performed or material furnished by subcontractors, suppliers and materialmen, and the amount due and to become due to each, and that before the final payment called for hereunder, will if requested, submit to University a complete set of vouchers showing what payments have been made for materials and labor used in connection with the work called for hereunder.Seller shall:(1) Indemnify and hold harmless University from all claims, demands, causes of action or suits, of whatever nature, arising out of the services, labor and materials furnished by Seller or its subcontractors under this order, and from all laborers', materialmen's and mechanics' liens upon the real property upon which the work is located or any other property of University;(2) Promptly notify University in writing, of any such claims, demands, causes of action, or suits brought to its attention. Seller shall forward with such notification copies of all pertinent papers received by Seller with respect to any such claims, demands, causes of action or suits and, at the request of University shall do all things and execute and deliver all appropriate documents and assignments in favor of University of all Seller's rights and claims growing out of such asserted claims as will enable University to protect its interest by litigation or otherwise. The final payment shall not be made until Seller, if required, shall deliver to University a complete release of all liens arising out of this order, or receipts in full in lieu thereof, as University may require, and if required in either case, an affidavit that as far as it has knowledge or information, the receipts include all the labor and materials for which a lien could be filed; but Seller may, if any subcontractor refuses to furnish a release or receipt in full, furnish a bond satisfactory to University to indemnify it against any claim by lien or otherwise. If any lien or claim remains unsatisfied after all payments are made, Seller shall refund to University all monies that the latter may be compelled to pay in discharging such lien or claim, including all costs and reasonable attorneys' fees.

B. Cleaning Up. Seller shall at all times keep University premises where the work is performed and adjoining premises free from accumulations of waste material or rubbish caused by its employees or work of any of its subcontractors, and, at the completion of the work; shall remove all rubbish from and about the building and all its and its subcontractors' tools, scaffolding, and surplus materials, and shall leave the work "broom clean" or its equivalent, unless more exactly specified. In case of dispute between Seller and the subcontractors employed on or about the structure or structures upon which the work is to be done, as herein provided, as to responsibility for the removal of the rubbish, or in case the same be not promptly removed as herein required, University may remove the rubbish and charge the cost to Seller.

C. Employees. Seller shall not employ on the work any unfit person or anyone not skilled in the work assigned to him or her, and shall devote only its best-qualified personnel to work under this order. Should University deem anyone employed on the work incompetent or unfit for his or her duties and so inform Seller, Seller shall immediately remove such person from work under this order and he or she shall not again, without written permission of University, be assigned to work under this order.It is understood that if employees of University shall perform any acts for the purpose of discharging the responsibility undertaken by the Seller in this Article 15, whether requested to perform such acts by the Seller or not, such employees of the University while performing such acts shall be considered the agents and servants of the Seller subject to the exclusive control of the Seller.D. Safety, Health and Fire Protection. Seller shall take all reasonable precautions in the performance of the work under this order to protect the health and safety of employees and members of the public and to minimize danger from all hazards to life and property, and shall comply with all health, safety, and fire protection regulations and requirements (including reporting requirements) of University. In the event that Seller fails to comply with said regulations or requirements of University, University may, without prejudice to any other legal or contractual rights of University, issue an order stopping all or any part of the work; thereafter a start order for resumption of work may be issued at the discretion of the University. Seller shall make no claim for extension of time or for compensation or damages by reason of or in connection with such work stoppage.The safety of all persons employed by Seller and its subcontractors on University premises, or any other person who enters upon University premises for reasons relating to this order, shall be the sole responsibility of Seller. Seller shall at all times maintain good order among its employees and shall not employ on the work any unfit person or anyone not skilled in the work assigned to him or her. Seller shall confine its employees and all other persons who come onto University's premises at Seller's request or for reasons relating to this order and its equipment to that portion of University's premises where the work under this order is to be performed or to roads leading to and from such work sites, and to any other area which University may permit Seller to use. Seller shall take all reasonable measures and precautions at all times to prevent injuries to or the death of any of its employees or any other person who enters upon University premises. Such measures and precautions shall include, but shall not be limited to, all safeguards and warnings necessary to protect workers and others against any conditions on Owner's premises which could be dangerous and to prevent accidents of any kind whenever work is being performed in proximity to any moving or operating machinery, equipment or facilities, whether such machinery, equipment or facilities are the property of or are being operated by, the Seller, its subcontractors, the University or other persons.To the extent compliance is required, Seller shall comply with all University safety rules and regulations when on University premises.

ARTICLE 17 - INSURANCESeller shall defend, indemnify, and hold the University, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages that are caused by or result from the negligent or intentional acts or omissions of Seller, its officers, agents, or employees.Seller, at its sole cost and expense, shall insure its activities in connection with the work under this order and obtain, keep in force, and maintain insurance as follows (unless the insurance requirements are stated otherwise in the purchase order):A. Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with limits as follows:

Each Occurrence $ 1,000,000

Products/Completed OperationsAggregate $ 2,000,000

Personal and Advertising Injury $ 1,000,000

Fire Damage (any one fire) $ 100,000

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Medical Expenses (any one person) $ 5,000

General Aggregate (Not applicableto the Comprehensive Form) $ 2,000,000

If the above insurance is written on a claims-made form, it shall continue for three years following termination of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the effective date of this Agreement.

B. Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired automobiles with a combined single limit not less than one million dollars ($ 1,000,000) per occurrence. (REQUIRED ONLY IF SELLER DRIVES ON UNIVERSITY PREMISES IN THE COURSE OF PERFORMING WORK FOR UNIVERSITY.)

C. Professional Liability Insurance with a limit of Two million dollars ($2,000,000) per occurrence with an aggregate of not less than Two million dollars ($2,000,000) or as indicated on the purchase order. If this insurance is written on a claims-made form, it shall continue for three years following termination of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the effective date of this Agreement.

D. Workers' Compensation as required by California State law.

It is understood that the coverage and limits referred to under a., b., and c. above shall not in any way limit the liability of Seller. Seller shall furnish the University with certificates of insurance evidencing compliance with all requirements prior to commencing work under this Agreement. Such certificates shall:(1) Provide for thirty (30)-days advance written notice to the University of any modification, change, or cancellation of any of the above insurance coverage.(2) Indicate that The Regents of the University of California has been endorsed as an additional insured for the coverage referred to under a. and b. This provision shall only apply in proportion to and to the extent of the negligent acts or omissions of Seller, its officers, agents, or employees.(3) Include a provision that the coverage will be primary and will not participate with nor be excess over any valid and collectible insurance or program of self-insurance carried or maintained by the University.

ARTICLE 18 - PERMITS. Seller agrees to procure all necessary permits or licenses and abide by all applicable laws, regulations and ordinances of the United States and of the state, territory and political subdivision in which the work under this order is performed. Seller shall be liable for all damages and shall indemnify and save University harmless from and against all damages and liability which may arise out of failure of Seller to secure and pay for any such licenses or permits or to comply fully with any and all applicable laws, ordinances and regulations.

ARTICLE 19 - COOPERATION. Seller and its subcontractors, if any, shall cooperate with University and other vendors and contractors on the premises and shall so carry on their work that other cooperating vendors and contractors shall not be hindered, delayed or interfered with in the progress of their work, and so that all of such work shall be a finished and complete job of its kind.

ARTICLE 20 - WAIVER OF DEFAULT. Any failure of University at any time, or from time to time, to enforce or require the strict keeping and performance by Seller of any of the terms or conditions of this order shall not constitute a waiver by University of a breach of any such terms or conditions and shall not affect or impair such terms or conditions in any way, or the right of University at any time to avail itself of such remedies as it may have for any such breach or breaches of such terms or conditions.

ARTICLE 21 - TAXES. Seller shall pay all contributions, taxes and premiums payable under federal, state and local laws measured upon the payroll of employees engaged in the performance of work under this order, and all applicable sales, use, excise, transportation, privilege, occupational and other taxes applicable to materials and supplies furnished or work performed hereunder and shall save University harmless from liability for any such contributions, premiums, and taxes.

ARTICLE 22 - OTHER APPLICABLE LAWS. Any provision required to be included in a contract of this type by any applicable and valid federal, state or local law, ordinance, rule or regulations shall be deemed to be incorporated herein.

ARTICLE 23 - GOVERNING LAW. The law of the State of California shall control this Appendix and any document to which it is appended.

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Appendix B

UNIVERSITY OF CALIFORNIA, SAN DIEGO APPENDIX SD

I. Additional Terms and Conditions - Fund Source Specific

The following terms and conditions shall be incorporated in their entirety where applicable.

The Following Provisions Apply to This Order:

ARTICLE 1 - AUDIT BY STATE OF CALIFORNIA: (Applicable on POs for Equipment >$10,000 and against State of California Fund Sources.)This order shall be subject to the examination and audit of the Auditor General of the State of California for a period of three years after final payment under this order. The examination and audit shall be confined to those matters connected with the performance of the contract, including, but not limited to, the costs of administering the contract.

ARTICLE 2 - ACCOUNTS, RECORDS AND AUDITS: (Applicable on POs for ‘cost reimbursement’ type contract, regardless of value, and for other than federal fund source.)Contractor, and any subcontractors performing work hereunder, shall maintain accounts, records, documents and other evidence (“Records”) detailing all elements of their proposal costs and supporting all charges made by them under this contract. These records shall be retained by contractor and subcontractor for a period of three (3) years from the date of the expiration of this contract. The system of accounts employed by the contractor and the subcontractors hereunder shall be satisfactory to the University, shall be in accordance with the generally accepted accounting principles consistently applied, and shall be subject to inspection and audit by the University and any of its duly authorized representatives at all reasonable times and places.

ARTICLE 3 - CONFLICT OF INTEREST- EMPLOYEE-VENDOR RELATIONSHIP: (Applicable on all POs regardless of value or fund source.)It is the policy of the University of California, (UC) to separate an employee's University and private interests, and to safeguard the University and its employees against charges of favoritism in acquisition of goods and services. The State of California Political Reform Act prohibits a UC employee, or near relative of a UC employee, from making or participating in the making of a decision if there exists an “employee-vendor relationship”.

The vendor who is awarded this purchase order to rent or sell goods or to provide services hereby certifies that no UC employee or near relative of an employee is employed by or owns or controls more than 10% interest in their business. Vendor hereby certifies these conditions and does so by executing the Vendor Acknowledgment page of this Purchase Order.

If such interest shall exist, unless such existence is otherwise noted as acceptable on the face of this purchase order, as a condition precedent to the performance of this purchase order, proposer shall disclose the name(s) of the employee(s) or near relative(s) of an employee and describe the degree of financial interest or employment by their firm immediately to the UCSD buyer noted on this order. The mere existence of such a financial interest or employment shall not be cause for cancellation of this order. However, such information will be submitted to the University for review and consideration prior to performance of this purchase order/contract.

ARTICLE 4 - PROCUREMENT OF FOREIGN-MADE EQUIPMENT, MATERIALS, OR SUPPLIES PRODUCED BY FORCED, CONVICT, OR INDENTURED LABOR: (Applicable on all POs regardless of value or fund source.)

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It is the policy of the University of California that no foreign-made equipment, materials, or supplies furnished to the University of California shall be produced by forced labor, convict labor, or indentured labor under penal sanctions, as defined in section 1307 of title 19 of the United States code and in support of section 6108 of the California Public Contract Code.

ARTICLE 5 - ENVIRONMENTAL ISSUES: (Applicable on all POs regardless of value or fund source.) In a continuing effort to support critical environmental issues, the University of California, San Diego is requesting that all vendors package equipment and supplies in bio-degradable packing whenever possible.

ARTICLE 6 - OSHA STANDARDS: (Applicable on all POs regardless of value or fund source.) The seller warrants and represents that the equipment, when delivered, shall conform to all applicable standards and requirements of the current Federal Occupational Safety

The Following Provisions Also Apply if Federal Contract and Grant Funds Are Used:

ARTICLE 7 - CERTIFICATION AND DISCLOSURE REGARDING PAYMNTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (Applicable if PO >$100,000 and is against federal contract or grant funds.)In accordance with 31 USC 1352, and FAR 52.203-11 and FAR 52.203-12, each tier certifies to the tier above, by virtue of execution of this agreement, that to the best of its knowledge and belief, that:No Federal appropriated funds have been/will be paid, by or on behalf of vendor, to any person for influencing/ attempting to influence an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any making of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence and officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, vendor shall complete and submit to the University, OMB Standard Form-lll, “Disclosure Form to Report Lobbying”.

ARTICLE 8 - RIGHT TO AUDIT- FEDERAL SPONSORING AGENCY: (Applicable if the PO is > $10,000, if it is established based on negotiation, and is issued using Federal Grant Funds.)The University, the Federal Sponsoring Agency, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers, or records of the Seller which are directly pertinent to this order for the purpose of making audits, examinations, excerpts and transcriptions.

ARTICLE 9 - RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT: (Applicable if PO is for the performance of experimental, developmental or research work and is issued using Federal Grant Funds.)Rights of the Federal Government and the recipient in any resulting inventions are granted in accordance with 37 CFR part 401, “Rights to Inventions made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

ARTICLE 10 - DEBARRED OR SUSPENDED PARTIES (Applicable if PO is > $100,000 and is issued using Federal Grant Funds.)No contract shall be made to parties listed on the General Services Administration=s list of parties excluded from Federal Procurement or Non-procurement programs in accordance with E.O.s 12549 and 12689, “Debarment and Suspension.”

Upon offering to provide the goods and/or services set forth herein, and prior to entering into and performing hereunder, Vendor shall have certified and does so by executing the Vendor Acknowledgment page of this Purchase Order, or by providing the goods and/or services ordered above,

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that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. Subawardees, that is other corporations, partnerships, or other legal entities (called "lower tier" participants), must make the same certification to the applicant organization concerning their covered transactions.

ARTICLE 11 - PURCHASE OF AMERICAN-MADE EQUIPMENT AND PRODUCTS: (Applicable on all POs against government contracts and grants regardless of value.)It continues to be the sense of Congress that, to the greatest extent practicable, all equipment and products purchased with grant, cooperative agreement, or contract funds should be American-made.

The Following Provisions Also Apply if Federal Contract Funds Are Used:

ARTICLE 12 - CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS- FIRST TIER SUBCONTRACTOR: (Applicable if PO is > $25,000 and is issued using Federal Contract Funds.) The vendor certifies to the best of its knowledge and belief, that it nor any of its principals a) are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency; b) have not within a three year period preceding this award been convicted of or had a civil judgement rendered against them for: commission of a fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state or local) contract or subcontract; violation of Federal or state antitrust statutes relating to this submission of offers; or commission of embezzlement , theft, forgery, bribery, falsifications or destruction of records, making false statements, or receiving stolen property; and c) are not presently indicted for, or otherwise criminally or civilly charged by a government entity with, commission of any of the offenses enumerated herein. The vendor certifies that they have not, within a three year period preceding this offer, had one or more contracts terminated for default by any federal agency.

“Principals” for the purposes of this certification, means officers; directors; owners; partners; and, persons having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segments, and similar positions.)

This certification concerns a matter within the jurisdiction of an agency of the United States and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Section 1001, Title 18, United States Code.

Certification of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the University, the University may terminate the contract for default.

Vendor hereby certifies these conditions and does so by executing the Vendor Acknowledgment page of this Purchase Order, or by providing the goods/services purchased hereunder.

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Exhibt A

SUPPLEMENT 5

UNIVERSITY OF CALIFORNIA

Special Terms and Conditions for Federal Government Contracts

The clauses contained in the following paragraphs of the Federal Acquisition Regulations (FAR) are incorporated herein by reference. The date of this order determines the date of the FAR clause that is applicable. For purposes of this Purchase Order in the following clauses, the term "contract" shall mean "this order"; the term "Contractor" shall mean "Seller"; and the terms "Government" and "Contracting Officer" shall mean "University" (except with respect to clauses 52.215-2, 52.227-2, 52.227-11, 52.227-12, 52.227-14, 252.227-7013, 252.227-7037, 18-52.227-14, and 18-52.227-70 in which cases "Government" means "United States Government").

THE FOLLOWING PROVISIONS OF THE FAR APPLY REGARDLESS OF THE AMOUNT OF THIS ORDER:

FAR 52.204-2 Security Requirements (Applies only if this order involves access to classified information)

FAR 52.208-1 Required Sources for Jewel Bearings (Applicable only if this order requires the use of jewel bearings)

FAR 52.219-1(c) Small Business Concern Representation (Applies only if business status is misrepresented for the purpose of obtaining a subcontract that is to be included as a part or all of a goal contained in a subcontracting plan)

FAR 52.223-3 Hazardous Material Identification and Material Safety Data (Applicable only if this order involves hazardous material)

FAR 52.227-10 Filing of Patent Applications - Classified Subject Matter (Applies only if this order involves access to classified information)

FAR 52.227-11 Patent Rights - Retention by the Contractor (Short Form - For Sellers who are classified as a small business or a nonprofit organization)

FAR 52.227-12 Patent Rights - Retention by the Contractor (Long Form - For all other Sellers)

FAR 52.227-14 Rights in Data-General (With Alternate 4 if Seller is an educational institution)

FAR 52.247-63 Preference for U.S. -- Flag Carriers (Applies only if this order involves international air transportation)THE FOLLOWING PROVISIONS OF THE FAR ALSO APPLY IF THE AMOUNT OF THIS ORDER EXCEEDS $10,000:

FAR 52.222-35 Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era

FAR 52.222-36 Affirmative Action for Workers with Disabilities

FAR 52.222-37 Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era

THE FOLLOWING PRIVISIONS OF THE FAR ALSO APPLY IF THE AMOUNT OF THIS ORDER EXCEEDS $25,000

FAR 52.225-13 Restrictions on Certain Foreign Purchases

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THE FOLLOWING PROVISIONS OF THE FAR ALSO APPLY IF THE AMOUNT OF THIS ORDER EXCEEDS $100,000:

FAR 52.203-6 Restrictions on Subcontractor Sales to the Government

FAR 52.203-7 Anti-Kickback Procedures (Excluding subparagraph (c) (1) of the clause)

FAR 52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions

FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transactions

FAR 52.215-2 Audit and Records --Negotiation (Applies only if this order was entered into by negotiation)

FAR 52.219-8 Utilization of Small Business Concerns (Does not apply to small business concerns)

FAR 52.223-14 Toxic Chemical Reporting (Applies only to noncommercial, first tier subcontracts and only if the subcontractor is in SIC Classification 20-39)

FAR 52.227-1 Authorization & Consent

FAR 52.227-2 Notice of Assistance Regarding Patent & Copyright InfringementTHE FOLLOWING PROVISIONS OF THE FAR ALSO APPLY IF THE AMOUNT OF THIS ORDER EXCEEDS $500,000:

FAR 52.219-9 Small Business Subcontracting Plan (Does not apply to small business concerns)

THE FOLLOWING PROVISIONS OF THE DEFENSE FEDERAL ACQUISITION REGULATIONS (DFARS) APPLY ONLY TO ORDERS FUNDED BY THE DEPARTMENT OF DEFENSE (DOD):

DFARS 252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (Applicable only if the amount of this order exceeds $100,000)

DFARS 252.225-7001 Buy American Act and Balance of Payments Program (Applies if contract includes deliverable supplies)

DFARS 252.225-7009 Duty Free Entry - Qualifying Country End Products and Components (Applicable only if contract includes deliverable supplies)

DFARS 252.225-7026 Reporting of Contract Performance Outside the United States (Applicable only to first tier subcontractors and only if this order exceeds $500,000)

DFARS 252.227-7013 Rights in Technical Data Noncommercial Items (Applicable only if the prime DOD contract contains this clause and only if noncommercial technical data or computer software are to be obtained under this order; the same alternates or additions/deletions, if any, that are in the prime DOD contract clause also apply, suitably modified, to this order)

DFARS 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (Applicable only if this order requires delivery of noncommercial software)

DFARS 252.227-7015 Technical Data--Commercial Items (Applicable only if this order requires delivery of technical data pertaining to commercial items)

DFARS 252.227-7016 Rights in Bid or Proposal Information

DFARS 252.227-7019 Validation of Asserted Restrictions--Computer Software (Applicable only if this order involves delivery of computer software)

DFARS 252.227-7037 Validation of Restrictive Markings on Technical Data (Applicable only if DFARS 252.227-7013 applies)

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DFARS 252.245-7001 Reports of Government Property (Applicable only if this order involves acquisition of Government property)

DFARS 252.247-7023 Transportation of Supplies by Sea (Applicable only if this order involves acquisition of noncommercial items and the amount of this order exceeds $25,000)

DFARS 252.249-7002 Notification of Proposed Contract Termination or Reduction (Applicable only if this order exceeds $500,000)

THE FOLLOWING PROVISIONS OF THE NATIONAL AERONAUTICS AND SPACE ADMINISTRATION (NASA) FEDERAL ACQUISITION REGULATIONS (NFAR) APPLYONLY TO ORDERS FUNDED BY NASA:

NFAR 18-52.219-75 Small Business Subcontracting Reporting (Applicable only if this order includes FAR 52.219-9)NFAR 18-52.227-14 Rights in Data-General (Applies only if the prime NASA contract contains this clause and Seller is not an educational institution performing research under this order)

NFAR 18-52.227-70 New Technology (Applicable only to for profit firms)

NFAR 18-52.227-72 Designation of New Technology Representative and Patent Representative (Applicable only if 18-52.227-70 applies)

NFAR 1852.228-72 Cross-Waiver of Liability for Space Shuttle Services (Applicable only if this order involves Space Shuttle services)

NFAR 1852.228-76 Cross-Waiver of Liability for Space Station Activities (Applicable only if this order involves Space Station activities)

NFAR 1852.228-78 Cross-Waiver of Liability for NASA Expendable Launch Vehicle Launches (Applicable only if this order involves NASA ELV launches)

NFAR 1852.242-73 NASA Contractor Financial Management Reporting (Applicable only if the amount of this order exceeds $500,000)

NFAR 18-52.244-70 Geographic Participation in the Aerospace Program (Applicable only if the prime NASA contract is $500,000 or more and the amount of this order is $100,000 or more)

NFAR 18-52.245-73 Financial Reporting of NASA Property in the Custody of Contractors (Applies only if this order involves the acquisition or furnishing of property)

46

RFP EXHIBIT A

NOTICE OF INTENT TO RESPOND TO RFP

DATE:      

RE: UCSD RFP #020802 RMN

Submittal of this Notice of Intent to Respond to RFP does not commit a prospective proposer to submitting a proposal. It does insure that the Bidder will be included in any communication regarding the RFP that may be issued by UCSD.

Name      

Title      

Company (“Proposer” or “Bidder”)      

Address      

Phone      

Fax      

Email      

Signature _____________________________________

Please return this Notice of Intent to the UCSD Contact (listed on the cover page of the RFP) by email (preferred) or fax.

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RFP EXHIBIT B

A. PROPOSAL COVER PAGE

RFP Number:       Date Submitted:      

Bidder Company Name:      

Address:      

Name and Title of Contact Person:      

Phone Number:       Fax Number:      

Email:      

Individual(s) with the authority to negotiate/authorize an agreement between your company and The Regents of the University of California:

Name and Title of Contact Person:      

Phone Number:       Fax Number:      

Email:      

Proposer Company Federal Taxpayer ID Number:      (While this information is optional at the proposal stage, FEIN must be provided before any contract will be issued.)

The undersigned agrees that this proposal constitutes an offer to The Regents of the University of California on behalf of the University of California, San Diego which shall be valid for a period of ninety (90) calendar days after the proposal due date or until a contract is fully executed between The Regents of the University of California on behalf of the University of California, San Diego and another, whichever is earlier. The undersigned acknowledges that he/she has examined and is fully familiar with the documents incorporated therein and that any exceptions to that document are indicated herein.

Check One: No exceptions are taken Exceptions are attached

All of the forms submitted by the Bidder with its proposal are incorporated by reference herein. The undersigned certifies to the truthfulness and accuracy of the information contained on all such forms. The Bidder further certifies that it will perform the services as stated in this RFP and will comply with the specifications, all relevant attachments, and the terms and conditions of this RFP, if a contract is awarded as a result of this proposal, subject to any exceptions noted in its proposal. The Bidder warrants that the products and services specified in the proposal in response to this RFP, including Bidder-recommended third-party products, include all items, components, quantities, services, etc., necessary to provide UCSD with the functional and performance capability required by the RFP, unless otherwise stated in the proposal. Should additional items be required in order to meet the performance standards included in the RFP and the proposal, the Bidder shall provide them to UCSD at no additional cost.

Bidder Company Name:      

Signature:

Print Name:      

Title:      

Date:      

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For UCSD use onlyDate/time Received: Technical proposals __Cost proposal ___Checked by: _____

RFP EXHIBIT C

Insurance Certification Form

Before any contract is issued in response to this RFP, the Bidder will be required to show evidence of adequate insurance coverage by furnishing UCSD with a Certificate of Insurance. The Certificate of Insurance should indicate that such insurance policy or policies will not be reduced or cancelled without 30 days’ prior written notice to UCSD. Certificates must be issued naming THE REGENTS OF THE UNIVERSITY OF CALIFORNIA as an additional insured, and as a separate endorsement to the Certificate of Insurance. Minimum limits of coverage are outlined in the University of California Terms and Conditions of Purchase, Article 17, Insurance, which is made a part of this RFP. However, the Successful Bidder will be required to comply with the additional insurance requirements and increased minimum limits set forth on http://www.ucop.edu/ucophome/policies/bfb/bus63.html, if applicable. It is the obligation of the Bidder to verify with the University Contact the minimum limits required for this RFP.

If your company is self-insured, a Certificate of Self-Insurance will be required. If you are unable to provide such a certificate, an acceptable alternative is statement signed by an officer (risk manager, treasurer, etc.) accepting self-insurance liability, provided documentation is furnished indicating that the necessary financial resources to perform are available when such liability is imposed by law. Said documentation may be in the form of audited financial statements, annual reports, or funded self-insurance.

Please check the appropriate box for each question:

1. Yes No Bidder meets the Insurance Requirements for the coverage and in the amounts specified in University of California Terms and Conditions of Purchase, Article 17, Appendix A.

2. Yes No Bidder will add The Regents as an additional Insured as a condition of award of contract.

3. Yes No Bidder is self-insured. If yes, a Certificate of Self- Insurance will be provided prior to award of contract.

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RFP EXHIBIT DBUSINESS INFORMATION FORM. SUPPLIER OF GOODS OR SERVICES ONLY To be completed by ALL FIRMS OR INDIVIDUALS PROPOSING TO DO BUSINESS WITH THE UNIVERSITY OF CALIFORNIA (regardless of commodity, service, or product offered.)

COMPANY NAME:     

CONTACT PERSON: (Indicate Ms., Mr., etc.)     

STREET ADDRESS:     MAILING ADDRESS (if different from street address):     TELEPHONE NO.: (      )       TOLL FREE NO.: (       )       FAX NO.: (      )      

E-MAIL:       HOME PAGE ADDRESS:      

Are any of the owners or owners’ relatives currently employed by the University of California? YES NO If yes, please provide details on an attached sheet of paper.FEDERAL IDENTIFICATION NO. OR SOCIAL SECURITY NUMBER:      (Optional at proposal stage, but must be provided before contract is awarded)

DUN & BRADSTREET NUMBER:     

PRIMARY TYPE OF BUSINESS: BROKER DEALER DISTRIBUTOR FABRICATOR MANUFACTURER MANUFACTURERS AGENT RETAIL SERVICE WHOLESALER OTHER      

PRINCIPAL OWNER(S) NAME: Title Sex(M or F) Ethnicity

PercentOwnership

                             %

                             %

THIS IS A PARENT COMPANY: (Name of subsidiaries)     

THIS IS A SUBSIDIARY: (Name and location of parent company)     

NUMBER OF YEARS

IN BUSINESS     

AVERAGE ANNUAL SALES

(PRIOR 3 YEARS)     

NET WORTH OF BUSINESS

     

NORMAL INVENTORY

VALUE     

APPROXIMATE SIZE OF

FACILITIES (sq.ft.)     

NUMBER OF EMPLOYEES

     DESCRIPTION OF PRODUCTS & SERVICES (attach sales literature as appropriate)

     

BANK REFERENCE NAME: ADDRESS: (Number, City, State, Zip)           CUSTOMER REFERENCES:

Name Address Phone Number

                 

                 

PERSON(S) AUTHORIZED TO COMMIT YOUR FIRM TO A CONTRACT:Name       Title       Name       Title      

Name       Title       Name       Title      INSURANCE: Is your Company Insured? YES NOTYPE OF INSURANCE: General Liability Automobile Liability Worker’s Compensation Other      Name of Insurance Provider/Producer     

Companies Affording Coverage:      GSA SF 254 A/E or related services questionnaire may be requiredOWNERSHIP OF BUSINESS: (Check One) Corporation Individual/Sole Proprietorship Joint Venture Partnership Foreign Ownership Not for Profit Other      STATE OF INCORPORATION: CORPORATE REGISTRATION NUMBER:            CORPORATE STATUS:      

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RFP EXHIBIT E CONFLICT OF INTEREST

CERTIFICATION

1. The Bidder certifies that none of its officers or employees is:

a. An individual who is presently employed by the University or whose separation from the University occurred within two years of the date of the proposed transaction.

b. A spouse, child, parent, brother, sister, son-in-law, daughter-in-law, father-in-law, mother-in-law, brother-in-law, sister-in-law, or step-relative to an individual who is presently employed by the University or whose separation from the University occurred within two years of the date of the proposed transaction.

2. The Bidder agrees that if it is awarded the resultant contract under this RFP, it will not hire any officer or employee of the University to perform any service covered by this RFP. If the work is to be performed in connection with a Federal contract or grant, the Bidder will not hire any employee of the United States government to perform any service covered by the resultant contract.

3. The Bidder affirms that there exists no actual or potential conflict between the Bidder’s family, business, or financial interests and the services provided under this RFP, and in the event of change in either private interests or service under the resultant contract issued pursuant to this RFP, it will raise any question with the University regarding possible conflict of interest which may rise as a result of such change.

4. The Bidder agrees that if it is awarded the resultant contract under this RFP, it shall not be in a reporting relationship to a University employee who is a near relative, nor shall the near relative be in a decision-making position with respect to the Bidder.

Name of Bidder: ________________________________

Signed: ________________________________________

Print Name: _____________________________________

Title: __________________________________________

Date: _________________________________________

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RFP EXHIBIT F

B. Bidder’s Customer Reference Form

C. RFP#0814KHC:      

D. Bidder:      

Please provide the following information for 3 of your customers whom we may contact as references for the services to be performed under this RFP:

1. Company Name:       Phone:      

Company Address:      

Contact Person name and title:      

Summarize type of job and technical specifications:      

Date and Length of Contract:      

2. Company Name:       Phone:      

Company Address:      

Contact Person name and title:      

Summarize type of job and technical specifications:      

Date and Length of Contract:      

3. Company Name:       Phone:      

Company Address:      

Contact Person name and title:      

Summarize type of job and technical specifications:      

Date and Length of Contract:      

52

Exhibit GSupplement 2

SPECIAL TERMS AND CONDITIONS FOR MAINTENANCE

1. LICENSE REQUIREMENTS.1.1 The State of California Business and Professions Code, Division 3, Chapter 9, known as the "Contractor's License Law," establishes licensing requirements for contractors. Seller and all subcontractors shall comply with the requirements of the Contractor's License Law and at all times in the performance of any work under the Purchase Order that is the subject of this solicitation, shall have the appropriate current licenses issued by the State of California Contractor's State License Board for the work to be performed. In addition to the foregoing, and without limitation, at the time of submission of any Bid for the Purchase Order that is the subject of this solicitation, Seller and all subcontractors, regardless of tier, shall have the appropriate current licenses. Additionally, if Seller is a joint venture, at the time of submission of the Bid, the Seller shall have a joint venture license appropriate for the performance of the work, and each member of the joint venture shall likewise have the appropriate license. If a Seller, that is a specialty contractor, submits a Bid involving 3 or more specialized building trades, the work of which is more than incidental and supplemental to the performance of the Work for which Seller holds a specialty contractor license, Seller must also hold either (1) a specialty contractor "C" license in each such trade, (2) a General Engineering contractor "A" license, or (3) a General Building contractor "B" license. 2. STATUTORY REQUIREMENTS.2.1 Not Used2.2 Nondiscrimination2.2.1 For purposes of this Paragraph 2, the term subcontractor shall not include suppliers, manufacturers, or distributors.2.2.2 Seller shall comply and shall ensure that all subcontractors comply with Section 12900, and the applicable sections that follow, of the State of California Government Code.2.2.3 Seller agrees as follows during the performance of the Work:2.2.3.1 Seller shall not willfully discriminate against any employee or applicant for employment because of race, color, religion, sex, age, ancestry, national origin, local custom, habit, sexual orientation, handicap, veteran's status, medical condition (as defined in Section 12926 of the State of California Government Code), marital status, or citizenship (within the limits imposed by law or University's policy). All applicants for employment and employees are to be treated without regard to their race, color, religion, sex, age, ancestry, national origin, local custom, habit, sexual orientation, handicap, veteran's status, medical condition (as defined in Section 12926 of the State of California Government Code), marital status, or citizenship (within the limits imposed by law or University's policy). Such equal treatment shall apply, but not be limited to, employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.2.2.3.2 Not used.2.2.3.3 Seller and all subcontractors will permit access to their records of employment, employment advertisements, application forms, and other pertinent data and records by University or any appropriate agency of the State of California designated by University for the purposes of investigation to ascertain compliance with this Paragraph 2. The outcome of the investigation may result in the following:2.2.3.3.1A finding of willful violation of the provisions of this Contract or of the Fair Employment Practices Act may be regarded by University as (1) a basis for determining that Seller is not a "responsible bidder" as to future contracts or purchase orders for which such Seller may submit bids or (2) a basis for refusing to accept or consider the bids of Seller for future contracts or purchase orders.2.2.3.3.2University may deem a finding of willful violation of the Fair Employment Practices Act to have occurred upon receipt of written notice from the Fair Employment Practices Commission that it has (1) investigated and determined that Seller has violated the Fair Employment Practices Act and (2) issued an order under the State of California Government Code Section 12970 or obtained an injunction under Government Code Section 12973.2.2.3.3.3Upon receipt of such written notice from the Fair Employment Practices Commission, University may notify Seller that, unless it demonstrates to the satisfaction of University within a stated period that the violation has been corrected, Seller's bids on future contracts and purchase orders will not be considered.2.2.3.3.4Seller agrees that, should University determine that Seller has not complied with this Paragraph 2, Seller shall forfeit to University, as a penalty, for each day or portion thereof, for each person who was denied employment as a result of such noncompliance, the penalties provided in Paragraph 3 for violation of prevailing wage rates. Such penalty amounts may be recovered from Seller; and University may deduct any such penalty amounts from the Contract Sum.2.2.3.3.5Nothing contained in this Paragraph 2 shall be construed in any manner so as to prevent University from pursuing any other remedies that may be available at law.

53

2.2.3.3.6Seller shall meet the following standards for compliance and provide University with satisfactory evidence of such compliance upon University's request, which shall be evaluated in each case by University:(a) Seller shall notify its Superintendent and other supervisory personnel of the nondiscrimination requirements of the Contract Documents and their responsibilities thereto.(b) Seller or its representative shall, through all unions with whom it may have agreements, develop agreements that (1) define responsibilities for nondiscrimination in hiring, referrals, upgrading, and training and (2) implement an affirmative nondiscrimination program, in terms of the unions' specific areas of skill and geography, such that qualified minority women, non-minority women, and minority men shall be available and given an equal opportunity for employment.(c) Seller shall notify University of opposition to the nondiscrimination requirements of the Contract Documents by individuals, firms, or organizations during the term of the Contract.(d) Seller shall include the provisions of the foregoing Subparagraphs 2.2.3.3.1 through 2.2.3.3.6 in all subcontracts with subcontractors, so that such provisions will be binding upon each such subcontractor. 3. PREVAILING WAGE RATES.3.1 For purposes of this Paragraph 3, the term subcontractor shall not include suppliers, manufacturers, or distributors.3.2 Seller shall comply and shall ensure that all subcontractors comply with Section 1770, and the applicable sections that follow, including Section 1775 of the State of California Labor Code.3.3 The State of California Department of Industrial Relations has ascertained the general prevailing per diem wage rates in the locality in which the Work is to be performed for each craft, classification, or type of worker required to perform the Work. A schedule of the general prevailing per diem wage rates will be on file at University's principal facility office and will be made available to any interested party upon request. By reference, such schedule is made part of the Contract Documents. Seller shall pay not less than the prevailing wage rates, as specified in the schedule and any amendments thereto, to all workers employed by Seller in the execution of the Work. Seller shall cause all subcontracts to include the provision that all subcontractors shall pay not less than the prevailing rates to all workers employed by such subcontractors in the execution of the Work. Seller and any subcontractor under him shall, as a penalty to the University, forfeit mot more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates as determined by the Director of the Department of Industrial Relations, for the work or craft in which the worker is employed by him or her or, except as provided in subdivision (b) of Section 1775 of the California Labor Code, by any subcontractor under him or her. The amount of this penalty shall be determined by the California Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or neglect of the Seller or subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of the Seller in meeting his or her prevailing wage obligations, or the willful failure by the Seller or subcontractor to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if the Seller or subcontractor had knowledge of his or her obligations under this part. The difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Seller or subcontractor. 4. PAYROLL RECORDS.4.1 For purposes of this Paragraph 4, the term subcontractor shall not include suppliers, manufacturers, or distributors.4.2 Seller and each subcontractor under Seller shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with this order. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:4.2.1 The information contained in the payroll record is true and correct.4.2.2 The employer has complied with the requirements of Sections 1771, 1811, and 1815 of the California Labor Code for any work performed by his or her employees on this order.4.3 The payroll records enumerated under paragraph 4.2 shall be certified and shall be available for inspection at all reasonable hours at the principal office of the Seller on the following basis:4.3.1 A certified copy of an employee’s payroll record shall be made available for inspection or furnished to the employee or his or her authorized representative on request.4.3.2 A certified copy of all payroll records enumerated in paragraph 4.2 shall be made available for inspection or furnished upon request to a representative of the University, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards of the Department of Industrial Relations.4.3.3 A certified copy of all payroll records enumerated in paragraph 4.2 shall be made available upon request by the public for inspection or for copies thereof. However, a request by the public shall be made through either the University, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement. If the requested payroll records have not been provided pursuant to paragraph 4.3.2, the requesting party shall, prior to being provided the records, reimburse the costs of preparation by Seller, subcontractors, and University of other entity through which the request was made. The public shall not be given access to the records at the principal office of the Seller.4.4 The certified payroll records shall be on forms provided by the California Division of Labor Standards Enforcement or shall contain the same information as the forms provided by the division.

54

4.5 Seller or subcontractor shall file a certified copy of the records enumerated in paragraph 4.2 with the entity that requested the records within 10 days after receipt of a written request.4.6 Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by the University, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement shall be marked or obliterated in a manner so as to prevent disclosure of an individual’s name, address, and social security number. The name and address of the Seller awarded the order or the subcontractor performing the order shall not be marked or obliterated.4.7 The Seller shall inform the University of the location of the records enumerated in paragraph 4.2, including the street address, city and county, and shall, within five working days, provide a notice of change of location and address.4.8 The Seller or subcontractor shall have 10 days in which to comply subsequent to a receipt of a written notice requesting the records enumerated in paragraph 4.2. In the event that the Seller or subcontractor fails to comply within the 10-day period, he or she shall, as a penalty to the University, forfeit twenty-five dollars ($25) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, these penalties shall be withheld from progress payments then due. A Seller is not subject to a penalty assessment pursuant to this section due to the failure of a subcontractor to comply with this section.

5. APPRENTICES.5.1 For purposes of this Paragraph 5, the term subcontractor shall not include suppliers, manufacturers, and distributors.5.2 Only appendices, as defined in Section 3077, who are in training under apprenticeship standards and written apprentice agreements under Chapter 4 (commencing with Section 3070) of Division 3 of the California Labor Code are eligible to be employed on this order. The employment and training of each apprentice shall be in accordance with the apprenticeship standards and apprentice agreements under which he or she is training.5.3 When Seller, or any subcontractor under him or her, in performing any of he work under this order, employs workers in any apprenticeable craft or trade, the Seller and subcontractors shall apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site where the order is to be performed for a certificate approving the Seller or subcontractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. However, approval as established by the joint apprenticeship committee or committees shall be subject to the approval of the Administrator of Apprenticeship. The joint apprenticeship committee or committees, subsequent to approving the subject Seller or subcontractor, shall arrange for the dispatch of apprentices to the Seller or subcontractor in order to comply with California Labor Code section 1777.5. Every Seller and subcontractor shall submit order award information to the applicable joint apprenticeship committee that includes an estimate of journeyman hours to be performed under the order, the number of apprentices to be employed, and the approximate dates the apprentices will be employed. There is an affirmative duty upon the joint apprenticeship committee or committees administering the apprenticeship standards of the craft or trade in the area of the site where the order is to be performed to ensure equal employment and affirmative action in apprenticeship for women and minorities. The Seller and its subcontractors shall not be required to submit individual applications for approval to joint apprenticeship committees provided they are already covered by the local apprenticeship standards. The ratio of work performed by apprentices to journeymen who shall be employed in the craft or trade on the order may be the ratio stipulated in the apprenticeship standards under which the joint apprenticeship committee operates, but, except as otherwise provided herein, in no case shall the ratio be less than one hour of apprentices work for every five hours of labor performed by a journeyman. However, the minimum ratio for the land surveyor classification shall not be less than one apprentice for every five journeymen.5.4 Any ratio shall apply during any day or portion of a day when any journeyman, or the higher standard stipulated by the joint apprenticeship committee, is employed at the site where the order is to be performed and shall be computed on the basis of the hours worked during the day by journeymen so employed, except for the land surveyor classification. The Seller shall employ apprentices for the number of hours computed as above before the completion of the order. However, the Seller shall endeavor, to the greatest extent possible, to employ apprentices during the same period that the journeymen in the same craft or trade are employed at the site where the order is to be performed. Where an hourly apprenticeship ratio is not feasible for a particular craft or trade, the Division of Apprenticeship Standards, upon application of a joint apprenticeship committee, may order a minimum ratio of not less than one apprentice for each five journeymen in a craft or trade classification.5.5 The Seller or subcontractor, if he or she is covered by California Labor Code section 1777.5, upon the issuance of the approval certificate, or if he or she has been previously approved in the craft or trade, shall employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. Upon proper showing by Seller that he or she employs apprentices in the craft or trade in the state on all of his or her contracts on an annual average of not less than one hour of apprentice work for every five hours of labor performed by a journeyman or, in the land surveyor classification, one apprentice for each five journeymen, the Division of Apprenticeship Standards may grant a certificate exempting Seller from the 1-to-5 hourly ratio as set forth in this section. This section does not apply to contracts of general contractors or to contracts of specialty contractors not bidding for work through a general or prime contractor, when the contracts of general contractors or those specialty contractors involve less than thirty thousand dollars ($30,000) or 20 working days. Any work performed

55

by a journeyman in excess of eight hours per day or 40 hours per week shall not be used to calculate the hourly ratio required by this section.5.6 “Apprenticeable craft or trade,” as used herein, means a craft or trade determined as an apprenticeable occupation in accordance with rules and regulations prescribed by the California Apprenticeship Council. The joint apprenticeship committee has the discretion to grant a certificate, which shall be subject to the approval of the Administrator of Apprenticeship, exempting a Seller from the 1-to-5 ratio set forth herein when it finds that any one of the following conditions is met:5.6.1 Unemployment for the previous three-month period in the area exceeds an average of 15 percent.5.6.2 The number of apprentices in training in the area exceeds a ration of 1 to 5.5.6.3 There is a showing that the apprenticeaable craft or trade is replacing at least one-thirtieth of its journeymen annually through apprenticeship training, either on a statewide basis or on a local basis.5.6.4 Assignment of an apprentice to any work performed under a public works contract would create a condition that would jeopardize his or her life or the life, safety, or property of fellow employees or the public at large or if the specific task to which the apprentice is to be assigned is of such a nature that training cannot be provided by a journeyman.5.7 When exemptions are granted to an organization that represents contractors in a specific trade from the 1-to-5 ratio on a local or statewide basis, the member contractors will not be required to submit individual applications for approval to local joint apprenticeship committees, if they are already covered by the local apprenticeship standards.5.8 A Seller to whom this order is awarded, or any subcontractor under him or her, who, in performing any of the work under the order, employs journeymen or apprentices in any apprenticeable craft or trade and who is not contributing to a fund or funds to administer and conduct the apprenticeship program in any craft or trade in the area of the site where the order is to be performed, to which fund or funds other contractors in the area of the site where the order is to be performed are contributing, shall contribute to the fund or funds in each craft or trade in which he or she employs journeymen or apprentices on the order in the same amount or upon the same basis and in the same manner as the other contractors do, but, where the trust fund administrators are unable to accept the funds, contractors not signatory to the trust agreement shall pay a like amount to the California Apprenticeship Council. The Seller or subcontractors may add the amount of the contributions in computing his or her bid for the order. The Division of Labor Standards Enforcement is authorized to enforce the payment of the contributions to the fund or funds as set forth in Section 227 of the California Labor Code.5.9 Seller shall be responsible for compliance with this paragraph 5 for all apprenticeable occupations.

6. WORKDAY.6.1 Seller shall not permit any worker to labor more than 8 hours during any 1 day or more than 40 hours during any 1 calendar week, except as permitted by law and in such cases only upon such conditions as are provided by law. Seller shall forfeit to University, as a penalty, $50 for each worker employed in the execution of this Contract by Seller, or any subcontractor, for each day during which such worker is required or permitted to work more than 8 hours in any I day and 40 hours in any I calendar week in violation of the terms of this Paragraph 6 or in violation of the provisions of any law of the State of California. Such forfeiture amounts may be deducted from the Contract Sum. Seller and each subcontractor shall keep, or cause to be kept, an accurate record showing the actual hours worked each day and each calendar week by each worker employed on the Project, which record shall be kept open at all reasonable hours to the inspection of University, its officers and agents, and to the inspection of the appropriate enforcement agency of the State of California.

7. TIME OF THE ESSENCE.7.1 Any time limits stated in the Purchase Order for Seller's performance are of the essence.

8. APPLICABLE CODE REQUIREMENTS.8.1 Seller shall perform the Work in accordance with the following Applicable CodeRequirements:8.1.1 All laws, statutes, the most recent building codes, ordinances, rules, regulations, and lawful orders of all public authorities having jurisdiction over University, Seller, any subcontractor, the Project, the Project site, the Work, or the prosecution of the Work.8.1.2 All requirements of any insurance company issuing insurance required hereunder.8.1.3 The Federal Occupational Safety and Health Act and all other Applicable Code Requirements relating to safety.8.1.4 Applicable titles in the State of California Code of Regulations.8.1.5 Applicable sections in the State of California Labor Code.8.1.6 All Applicable Code Requirements relating to nondiscrimination, payment of prevailing wages, payroll records, apprentices, and work day.8.2 Seller shall comply with and give notices required by all Applicable Code Requirements, including all environmental laws and all notice requirements under the State of California Safe Drinking Water and Enforcement Act of 1986 (State of California Health and Safety Code Section 25249.5 and applicable sections that follow). Seller shall promptly notify University's Representative in writing if Seller becomes aware during the performance of the Work that the Purchase Order is at variance with Applicable Code Requirements.8.3 If Seller performs Work which it knows or should know is contrary to Applicable Code Requirements, without prior notice to University, Seller shall be responsible for such Work and any resulting damages including, without limitation, the costs of correcting Defective Work.

56

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EXHIBIT H: MANDATORY PRICE SHEET

See attached excel worksheet labeled Exhibit H.

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