The Regents of the University of California



The Regents of the University of California

REQUEST FOR PROPOSAL

# UCOP-mmdd0-09082008-004p

FOR

Compliance Reporting Program

Date Issued: September 11, 2008

Issued By: The Regents of the University of California

RFP Administrator: Diane L. Diotte, C.P.M.

Principal Buyer & Supervisor/UCOP

UCLA

10920 Wilshire Boulevard, Suite 650

Los Angeles, CA 90024-6508

TABLE OF CONTENTS

INTRODUCTION 3

RFP Description and Scope 3

Additional Technical Requirements 3

Services Required 5

Vendor Responsibilities 5

The University of California and Participating Locations 6

RFP Process Time Line 6

BIDDER INSTRUCTIONS 7

Notice of Intent to Respond 7

Bid Acceptance 7

Correspondence/Notifications 7

Withdrawals or Modifications of the RFP 7

Withdrawals or Modifications of Bids 8

Submittal Costs 8

Disclosure of Records/Confidentiality of Information 8

Bidder Classification and Certification 8

Proposal Acceptance Period 8

Alternative Proposals 8

Initial Contract Term and Extensions 9

University of California Professional Services Agreement 9

Pricing 9

No Mandatory Use 9

Audit Requirements 10

Marketing References 10

University of California Professional Services Agreement 10

Evaluation Process and Tender of Contract 10

Bid Evaluation Methodology 10

Evaluation Criteria 10

Phase I: Selection of Finalists 10

Phase II: Reference Checks and Selection 11

Bidder Checklist For Response To Request For Proposal 12

Bid Response To Request For Proposal 13

Instructions for General, Service and Technical Capabilities Questions 13

Bid Cover Sheet: Respondent Identification and Classification 13

General Capabilities Questions 13

ATTACHMENT #1 16

ATTACHMENT #2 26

ATTACHMENT #3 28

ATTACHMENT #4 29

INTRODUCTION

RFP Description and Scope

The University of California Office of the President is seeking an ethics and compliance reporting product, with an integrated investigations case management system, to be shared across the ten-campus, five medical centers, one national laboratory and administrative office system. 

 

A high-level description of our purpose was issued on July 15th, 2008, in an RFI. That document is available at and contains requirements in the following categories:

1. Anonymous Hotline/Helpline

2. Web-based Incident Reporting

3. Immediate Notification/Escalation Protocol

4. Investigations Case Management

5. Metrics, Benchmarking & Reporting

6. Security, Reliability & Availability

7. Relational Database Architecture

This RFP is to further clarify the details and implementation of these features to ensure that the needs of all of the entities within the UC system are met. Vendors responding to our RFI have pre-qualified for the RFP and their responses will be incorporated with their responses to the additional technical requirements documented here in order to evaluate and select a product.

As part of the RFP process, we will also expect to set up a “sandbox” in which selected staff, representing our various user communities and stakeholders, can assess each product’s ease of use.

The University of California is committed to making academic and administrative tasks accessible to individuals with disabilities in compliance with applicable law. IT vendors submitting proposals to this RFP must include a response to applicable sections of the Voluntary Product Accessibility Template (VPAT), particularly sections 1194.21 - Software Applications and Operating Systems; 1194.22 - Web-based Internet Information and Applications; 1194.31 - Functional Performance Criteria; and 1194.41 - Information, Documentation and Support [or other applicable sections], in order to describe product compliance with Section 508 of the Rehabilitation Act.

Disclosure of noncompliance as well as the timeframe for compliance should be included in the Remarks and Explanations column. Information about the VPAT is available on the Information Technology Industry Council’s Web site. UC reserves the right to perform real-world testing of a vendor’s product or service to validate vendor claims regarding Section 508 compliance. Information about the University’s electronic accessibility initiative is available at .

The VPAT is available at . We are most concerned with compliance for incident reporting, both through the telephony & internet channels.

Additional Technical Requirements

1. Please specify your method(s) for compliance with the following privacy requirements.

• HIPAA

• FERPA

• GLBA

• Other regulatory requirements

2. Please specify your database platform(s).

3. Please specify your operating system(s) that would support UC’s

• database

• web interface

• network access

• reporting features.

4. Please specify the programming languages used in support of the software products & services UC would utilize, including any necessary web browser plug-ins.

5. Please specify the browser level required for access to the web reporting & case management software.

• Microsoft Internet Explorer

• Firefox

• Safari

• Opera

6. Please specify the software products used for

• firewall

• anti-virus

• anti-spyware

• data loss prevention.

7. Please specify the service levels for response time for the following transactions.

• Retrieve a report by report number/ID.

• Retrieve a report through a search on an indexed field.

• Retrieve a report through a search on a non-indexed field.

• Update a case.

• Select cases based on a single search criterion.

• Select cases based on multiple search criteria.

• Add a case.

8. Please specify the maximum number of concurrent users in the database. If there are distinctions between add, read & update, please indicate. If there are distinctions between web-based incident reporting, call center & case management, please specify.

9. Our university system is located in an area with large populations of the following native languages. Please indicate your level of support for these, both at the call center & with web reporting.

• Vietnamese

• Korean

• Thai

• Filipino

• Japanese

• Chinese (Cantonese & Mandarin)

• Armenian

• Russian

• Spanish

10. Please indicate your ability to produce reporting, including benchmarking on a July to June fiscal year basis.

Services Required

A. Custom Programming

The University of California expects that some of our requirements will not be fully met with your standard platform and will require some custom programming. Examples of custom programming requests might include, but are not limited to:

• Two-factor authentication

• Separate domain & database

B. Implementation

The University of California requires a clear cutover from our existing investigation case management platforms, which include The Network/NetClaim for anonymous hotline calls, the system-wide IN database, for Audit-initiated investigations and individual Access or Excel-based data residing locally at the campuses, certain medical centers, thenational lab, the Agriculture & Natural Resources Division (ANR) and UCOP. We envision implementation activities to include the following:

• Setup of our institutions, including user access, report definitions and any other tailorable features, on your platform.

• Conversion of existing caseload from The Network/NetClaim and from various other data repositories, with as much automation as feasible. For example, this could potentially be accomplished by extracting existing data in Excel format for transmission to your platform.

• Certification of readiness for cutover.

Vendor Responsibilities

1. Execute a contract with the University of California, including Appendix DS (Additional Terms and Conditions – Data Security). See Attachment #4 for details.

2. Sign a confidentiality agreement with appropriate state entities to insure privacy of customers.

3. Designate a mutually-agreeable point-of-contact.

4. Prepare, with UCOP staff, an Implementation Plan describing all necessary elements of establishing a database, web reporting, case management and statistical analysis for the University of California entities.

5. Prepare, with UCOP staff, a Conversion Plan describing all necessary elements in converting our existing portfolio of cases from The Network/NetClaim to your platform.

6. Prepare, with UCOP staff, a Certification Test Plan describing the necessary activities required to ensure that the Implementation & Conversion plan executions resulted in a user-ready system.

7. Prepare a detailed budget showing each element and its associated costs.

8. Provide bi-weekly status reports on activity, progress and current status during the project’s implementation phase.

9. Participate in pre- and post-program implementation meetings with UCOP staff.

10. Participate in post-program evaluations.

The University of California and Participating Locations

The University of California is a non-profit public educational institution. The University of California’s fundamental mission embraces teaching, research, public service and patient care. The university system has approximately 160,000 employees and 208,000 students.

All ten (10) campuses, five (5) medical centers, one (1) National Laboratory, ANR and UCOP are participating in this Request for Proposal:

• University of California, Berkeley

• University of California, Davis & UC Davis Medical Center

• University of California, Irvine & UC Irvine Medical Center

• University of California, Los Angeles & UCLA Medical Center

• University of California, Merced

• University of California, Riverside

• University of California, San Diego & UC San Diego Medical Center

• University of California, San Francisco & UC San Francisco Medical Centers

• University of California, Santa Barbara

• University of California, Santa Cruz

• Lawrence Berkeley National Laboratory

• University of California’s Agriculture and Natural Resources Division, including locations in every county of the State of California

• University of California’s Office of the President, including locations throughout California and in Washington, D.C.

RFP Process Time Line

Bidders interested in submitting proposals in response to this RFP should do so according to the following schedule. A Bidder may be disqualified for failing to adhere to the dates and times for performance specified below; please note that dates are subject to change at UC’s discretion.

|Release of RFP |September 11, 2008 |

|Bidders Questions Deadline |September 15, 2008 |

|Bids Due |September 25, 2008 |

|Finalist Presentations/Site Visit |October 2-3, 2008 |

|Contract Award |October 6, 2008 |

The University does not guarantee the above schedule and reserves the right to modify this schedule to best meet its needs. All modifications will be posted on the University of California Los Angeles website, .

BIDDER INSTRUCTIONS

Notice of Intent to Respond

Any prospective Bidder intending to submit a proposal should submit a completed Notice of Intent to Respond by the date indicated on the RFP schedule above. The notice should state who the Bidder's principal representative will be throughout the remainder of the RFP process and provide full contact information (office address, phone, fax, and e-mail address). Forms must be submitted to Diane L. Diotte, UCLA Purchasing, only.

Bid Acceptance

The bid must be complete, submitted on the forms provided or in the format indicated, and comply with all specifications and legal requirements set in this Request for Proposal.

The University reserves the right to reject any submittals which are:

← Incomplete or non-responsive

← Generally unprofessional

← Late (late bids are immediately rejected)

If at any time it is found that a person, firm or corporation in their response to this RFP, or to which a Agreement has been awarded, has colluded with any other party or parties, the University reserves the right to reject the proposal(s) and/or terminate any Agreement(s) so awarded and all parties involved in the collusion shall be liable to the University for all loss or damage which the University may have suffered.

Correspondence/Notifications

All correspondence regarding this RFP must be written, not oral, and delivered either by email (preferred) or by fax.

All RFP correspondence must occur only between that single point of contact from that company or affiliated group of bidding companies and the UC RFP Administrator, whose complete contact information appears on the cover sheet of this document.

This single-point-of-contact approach will be strictly enforced and monitored to ensure equal and fair distribution of relevant information and RFP updates to all prospective bidders.

Withdrawals or Modifications of the RFP

Modifications and clarifications to the RFP document may be made by the University. Any modification will be done either as an amendment to the original document or as a “Q&A” clarification and sent by email to each prospective bidder’s single point of contact and posted on the RFP website noted above. Questions submitted by any one bidder will be supplied as an anonymously-submitted “Q&A” to all bidders.

The University may extend the due date for all participants in light of significant revision(s) or amendment(s). The University reserves the right to withdraw or cancel the RFP at any time and to subsequently re-issue the RFP in the same or modified format.

Withdrawals or Modifications of Bids

Once submitted, bid documents may not be modified.

Bids may be withdrawn. To do so, submit a written request to that effect on company letterhead and signed by an authorized representative of your company to the RFP administrator (see above).

Submittal Costs

The University of California is not liable for any costs incurred by prospective respondents. Respondent is responsible for all costs associated with information, proposals, evaluations, materials, visitations, and demonstrations and personnel furnished to comply with this bid requestor any subsequent request before issuance of an Agreement.

Disclosure of Records/Confidentiality of Information

This RFP is posted on a University of California publicly-available website.

Bid response(s) which are incorporated into any resulting contract(s) with the University of California may be subject to the State of California Public Records Act (CA State Government Code 6250, et. seq.). 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. Certain private, trade secret or confidential information may be considered exempt from the California Public Records Act. Any trade secret or company confidential information submitted as a part of this bid should be clearly marked “Trade Secret Information” or “Confidential Information.”

Should a request be made of the University of California for access to the information designated confidential or trade secret by the bidder and, on the basis of that designation, UC denies the request, the bidder may be responsible for all legal costs necessary to defend such action if the denial is challenged in a court of law.

Bidder Classification and Certification

In order to provide fair, open and efficient opportunities for all companies interested in doing business with the University of California, we ask all potential vendors to pre-qualify for any bidding or supplier activity. We can use the information provided to track supplier activity, to measure progress against goals for small business outreach efforts, to shorten the administrative timeline toward a mutually beneficial agreement, and to monitor compliance with required state and federal codes. Section D “Bidder Response to Request for Proposal” outlines several forms, included as attachments to this RFP, which are required along with a full and complete response to all questions, in order to be considered as a bidder for this scope of work.

Proposal Acceptance Period

OFFERS SUBMITTED FOR ALL ITEMS SPECIFIED HEREIN SHALL REMAIN VALID FOR AT LEAST ONE HUNDRED AND SIXTY (160) DAYS FROM THE RFP BID SUBMISSION (DUE) DATE.

Alternative Proposals

The University of California will weigh all factors noted in this RFP to determine the best course of action in awarding this part of the University’s business.

If a Bidder sees an opportunity to propose a different, more efficient way to structure pricing and/or services covered in the scope of this RFP, while still meeting all stated requirements, we ask that the Bidder provide this as an “Alternative Proposal.” The University of California is committed to reviewing all proposals that meet stated requirements and which may also offer unanticipated benefits. Only those Bidders that respond to the entire RFP as written also qualify to bid an “alternative proposal” (Bidders may not only bid an “Alternative Proposal”).

Initial Contract Term and Extensions

It is anticipated that the initial term of any agreement resulting from this RFP will be for a period of THREE (3) years. The University of California may, at its option, extend or renew the agreement for additional two (2) one-year periods under the same terms and conditions

University of California Professional Services Agreement

The University of California Professional Services Agreement, attached, will be incorporated into any contract that may result from this RFP and be referred to as Attachment #1.

Pricing

1. Price Quotation - The prices quoted in your proposal response shall be the UC net price for the various services/materials. In other words, for items in the bid pricing submitted, there shall be no separate or additional charges, fees, handling or other incidental costs following contract award.

2. Price Protection - The prices quoted in your proposal response shall be firm for at least the first twelve (12) months of any resulting contract. Longer time periods for price protection may be submitted as the original or as an alternative proposal to provide additional cost savings opportunities to the University in exchange for a long term agreement.

3. Additional Earned Incentives and Discounts - Bidders should consider additional discounts which may reflect what is gained by utilizing efficient business operations, such as:

a. Prompt payment discounts. The University of California considers 30-day payment periods normal. Additional discounts should be quoted for payments received in 5, 10, 15, and 20 days.

b. Electronic Fund Transfers (EFT) for invoice payment

c. Volume Incentives (additional %-off or net-dollars-off discounts) based upon reaching specific, mutually agreed upon dollar volume usage levels.

d. Specify any other incentives that may be earned by the University of California.

Please include in your company’s proposal how the Earned Incentives are paid along with frequency of payment. Provide sample or describe how Earned Incentive dollars are tracked and reported.

No Mandatory Use

Bidder is advised that there is no mandatory use policy at the University of California for agreements. A winning bidder may still see some competition at any given UC location for any given service. However, by providing outstanding prices and service and the overall best total cost and quality to the University system wide, the winning bidder is expected to garner a very large percentage of the total available UC business.

Audit Requirements

Any agreement resulting from this Request for Proposal shall be subject to examination and audit by the University of California, the State of California, or the University’s duly authorized third-party auditor 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.

Marketing References

The successful bidder shall be prohibited from making any reference to the University of California, in any literature, promotional material, brochures, or sales presentations without the express written consent of the University of California Office of the President, Strategic Sourcing Department.

University of California Professional Services Agreement

The University of California Professional Services Agreement, Attachment 1, shall be incorporated into any purchase agreement resulting from this RFP.

Evaluation Process and Tender of Contract

Bid Evaluation Methodology

Bids will first be screened as to whether minimum qualifications are met. To be evaluated, the bid must be submitted on time, complete, and responsive to all questions or requests for information.

The University of California may waive irregularities in a proposal provided that, in the judgment of the University of California, such action will not negate fair competition and will permit proper comparative evaluation of bids submitted. The University of California'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.

In performing its review of the bid submittals, the University of California reserves the right to obtain and use in its evaluation any independently derived information, including but not limited to financial reports and secondary customer references.

Evaluation Criteria

Phase I: Selection of Finalists

The goal of “Phase I” is to select a small group of finalists. Bids are reviewed by a team representing the University without regard to – or access to – bid pricing.

The University will evaluate all responsive bids using the following factors:

A. General Capabilities

1. Company organization and strategic direction

2. Account management and program administration

3. Expertise of personnel and training requirements for employees

4. Geographic support (at all UC locations)

5. Implementation plan

6. Company financial health

B. Service Quality and Commitments

1. Ability to provide service standards to meet UC requirements

2. Quality management and continuous improvement processes

3. Range of services provided

C. Technical Qualifications and Information Management

1. Alignment of bidder's services with UC requirements

2. Ability to provide response and other special services as required

3. Ability to provide e-commerce solutions for billing and purchase orders

4. Ability to provide types and frequencies of reports to meet UC requirements

The University of California will then assess the total cost of the bid, including in the calculations:

• Total Price

• Any additional costs, fees, charges, etc. as quoted for items within the scope of the bid

• Additional discounts for items/services within the scope of the bid.

Phase II: Reference Checks and Selection

The University of California will check references of Bidders that appear to be among the lowest overall cost per quality points for an award. To warrant consideration for an award, Bidder must successfully pass the reference checks.

Bidder experience is an important criterion in the selection process. Bidder shall provide a reference list of four (4) customers who have used the same or similar products and services as specified in this RFP. At least two of the four should be an entity of similar size and with a comparable scope of operations as the University of California (i.e., academic, research, or statewide operations). Such services must have been provided for a period of not less than two (2) years within the previous three (3) years. At least two of the references provided must be located in California. In addition, please provide the names of three accounts that have left your company within the last twenty-four (24) months (for reasons other than consolidations) and give us the reason they left.

For those Bidders who have provided service to the University of California in the previous two (2) years, UC may decide to use internal data to evaluate Bidder performance in addition to the reference criteria.

Providing or submitting incorrect or incomplete reference information may lead to Bidder's elimination from consideration for the Agreement. The decision to eliminate Bidder from consideration for the Agreement for poor reference checks, or for incorrect and/or incomplete reference information shall be at the sole discretion of the University of California and shall not be subject to appeal.

Any contract awarded pursuant to this RFP will incorporate the requirements and specifications contained in the RFP, as well as the contents of the bidder’s proposal as accepted by the University and will be in writing.

The University of California reserves the right to accept or reject any or all bids, make more than one award, or no award, as the best interests of the University of California 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 UC and will be in writing.

Bidder Checklist For Response To Request For Proposal

This section is provided in the interest of making it easier to submit a complete bid package. Please review all items (as noted below), in your bid packages prior to submission of your bid.

On or before RFP Due Date (see time line above), please provide the following:

• Two RFP responses (one priced and one unpriced) – One hardcopy and the other via email per instructions below.

• Include all files and attachments

Send as follows:

One original hardcopy and one email version (Word or PDF format, including pricing) to the RFP Administrator:

Diane L. Diotte, C.P.M.

Principal Buyer & Supervisor/UCOP

UCLA Campus Procurement

10920 Wilshire Boulevard, Suite 650

Los Angeles, California 90024-6508

Diane.diotte@finance.ucla.edu

One original hardcopy and one email version (Word or PDF format, without pricing) to:

Marguerite Carter, Senior Analyst

Office of the SVP/Ethics, Compliance and Audit Services

University of California

1111 Franklin Street, #5327B

Oakland, CA 94607-5200

Marguerite.Carter@ucop.edu

 

The RFP Administrator’s package must also contain the following:

1. A completed UC Business Information Form (Attachment 4)

2. (If applicable) Certification by the U.S. Small Business Administration

3. Certificate(s) of Insurance

4. Audited annual financial reports for the last 2 (two) years (if a privately held company, 10K filings are acceptable)

5. A list of 8 (eight) complete Customer References, consisting of four current clients and four former clients who are no longer contracted with your company.

← Please submit name, title, company name, phone number and email address.

← Customer references ideally should be using similar services as specified in this RFP. At least two of the four should be an entity of similar size and with a comparable scope of operations as the UNIVERSITY (i.e., academic, research, or statewide operations). Such services should have been provided for a period of not less than two (2) years within the previous three (3) years. At least two of the references provided must be located in California.

← For those Bidders who have provided service to the University in the previous two (2) years, whether as part of a system wide agreement or as a one-time bid on a single service at one location, the University may decide to use internal data and end-user customer feedback to evaluate Bidder performance in addition to the customer reference criteria that you provide.

Bid Response To Request For Proposal

Instructions for General, Service and Technical Capabilities Questions

• Answers should be provided in space that you create, immediately following the questions, in a document that begins with the “Bid Cover Sheet”.

• Answers should be as brief as they can be, while also being full and complete.

• Attachments may be necessary for some questions to further clarify or illustrate a response. In those cases, please use some widely accepted method (such as labeled divider tabs or page numbers) to make it easy for the evaluators to find the referenced attachment.

• Hard Copy bid response documents, both the Original and the requested copies, must be submitted in binders and organized exactly as in this document. Please include a Table of Contents.

Bid Cover Sheet: Respondent Identification and Classification

Provide a cover sheet for your response, which contains:

• The following text: Response to University of California REQUEST FOR PROPOSAL #UCOP-mmdd0-09082008-004p.

• Company name and address for primary U.S. location or headquarters;

• Company contact’s name and title

• Contact’s telephone number, fax number and email address (and mailing address if different from above)

• Signature of a representative of your company who is duly authorized to enter into bids for contracts

NOTE: Only the Original bid response, submitted to the RFP Administrator, should contain the original signature of your company’s representative. All additional copies should have copies of the Original bid response cover page.

General Capabilities Questions

1. Provide a copy of your company’s organization chart and describe your company’s business model (breadth and depth of services offered, even if outside the scope of this RFP).

2. How long has your company been in business? Have your service offerings changed in the last 5 (five) years? If so, how?

3. Does your company have a mission statement or corporate vision/corporate values statement? If so, please specify here.

4. If awarded the business, how would the University account be managed? Specifically, what level of experience or qualifications would oversee the administration of the account overall and how would that person interact with local account personnel, drivers, accounts receivable representatives, senior management, others?

5. What is the reporting relationship from the prospective University account manager to the President of your company? (i.e., who is the account manager’s immediate supervisor, their immediate supervisor and so on up to the President of the entire organization).

6. Describe in detail the training requirements for all key personnel in your organization that would provide services to the University if awarded a contract. Use additional pages if necessary.

7. Where is your company headquartered (actual street address)? If different, where is the regional office from which the University account would be managed? How many offices does your company have in California? Which offices (in-State and out-of-State) would be involved with the University?

8. How is the account management team compensated? (Please do not include actual salaries, but indicate what percent of their compensation is tied to performance and what aspects of that performance are measured)

9. How often is customer feedback solicited on a formal and informal basis from the executive level of your company? (i.e. formal customer feedback session might be a “customer advisory board” quarterly meeting and informal feedback might be a periodic phone call by the VP of Sales to briefly check in on account satisfaction).

10. Please list all your employees who would service the University account (functional titles are OK, rather than names, i.e., “local sales representative”) and what % of their time would be dedicated to the University account. In addition, please provide resumes for each of the proposed employees.

11. Describe your proposed Implementation Plan. Should the University award the business described in this RFP to your company (include time line for start-up system wide, site visits, etc.).

12. How does your company structure conversion costs?

13. Please outline your company’s approach to each of the following phases, including identifying the fees associated with each area of development:

• Conversion of Existing Investigations Case Portfolio

• Anonymous Hotline/Web Reporting Enhancements

• Investigations Case Management Enhancements

• Reporting/Benchmarking Enhancements

14. If awarded a contract with the University of California system-wide, where would UC rank in your company’s list of top customers? Please consider the University, with all locations together, as one customer (estimates such as “Top 5” or “between 50 and 100” are OK).

15. Invoices are expected to be timely and accurate when submitted to the University, and must indicate at a minimum:

a. Sales tax as a separate line item

b. Purchase Order (P.O.) Number or release number and the agreement number

c. Any applicable discount

d. Reference to original order and invoice number for all credit invoices issued

Please describe your ability to meet the above minimum data requirements.

16. Describe your company’s invoicing payment terms and conditions, including capabilities (or limitations) for the following options:

a. Manual Process, individual invoices issued for each ordering department and remitted to each UC Campus Accounts Payable Office

b. XML and EDI Invoicing and EFT

c. Billing by accounting unit (up to 32 digit)

d. Monthly summary billing

e. ACH payments and notification via fax, e-mail or EDI

f. Any other options, please specify

17. Who within your organization would be responsible for working with University accounts payable department(s) to set up electronic invoicing and payment? How long would you expect the process of setting up electronic invoicing and payment to take (provide some detail to substantiate your timeline estimate)?

ATTACHMENT #1

PROFESSIONAL SERVICES AGREEMENT

between

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

and

(FIRM NAME)

This AGREEMENT is made on the ____ day of ________ in the year _____ between The Regents of the University of California, a California corporation, hereinafter called “University” and (Firm Name), located at (Firm Address), hereinafter called “Consultant,” to furnish certain services upon the following terms and conditions:

I. CONSULTANT SERVICES AND RESPONSIBILITIES

A. The Consultant shall furnish the following services:

1. Act as a consultant to the University of California, Office of the President, to perform regulatory investigations services as described herein.

2. The University will issue a written authorization to perform the specific services required. Each authorization will state the particular area of concern, the specific services to be performed, the schedule for their completion, and their estimated cost.

3. Furnish drawings, documents, reports, prints, and photographs, and other materials as required and as authorized by the University.

II. TERM

A. Term of Agreement. The period of performance shall be for three years, with 2 one-year options to renew and may be extended by the mutual agreement of the University and the Consultant.

B. University-Initiated Termination. If the University determines that the Consultant has failed to perform in accordance with the terms and conditions of this Agreement, the University may terminate all or part of the Agreement for cause. This termination shall become effective if the Consultant does not cure its failure to perform within 10 days (or more, if authorized in writing by the University) after receipt of a notice of intention to terminate from the University specifying the failure in performance. If a termination for cause does occur, the University shall have the right to withhold monies otherwise payable to the Consultant until the services under this Agreement are completed. If the University incurs additional costs, expenses, or other damages due to the failure of the Consultant to properly perform pursuant to the Agreement, these costs, expenses, or other damages shall be deducted from the amounts withheld. Should the amounts withheld exceed the amounts deducted, the balance will be paid to the Consultant upon completion of the services to be provided under this Agreement. If the costs, expenses, or other damages incurred by the University exceed the amounts withheld, the Consultant shall be liable to the University for the difference.

The University may terminate this Agreement for convenience at any time upon written notice to the Consultant.

C. Consultant-Initiated Termination. The Consultant may terminate this Agreement for cause if the University fails to cure a material default in performance within a period of 30 days, or such longer period as the Consultant may allow, after receipt from the Consultant of a written termination notice specifying the default in performance. In the event of termination for cause by the Consultant, the University will pay the Consultant in accordance with paragraph II.B.

III. GENERAL PROVISIONS

A. Independent Contractor. The Consultant shall perform the services hereunder as an independent contractor and not as an agent or employee of the University.

B. Consultant Hiring. The Consultant shall not hire any officer or employee of the University to perform any service covered by this Agreement. If the service is to be performed in connection with a federal contract or grant, the Consultant shall not hire any employee of the United States government to perform any service covered by this Agreement.

C. Subconsultants. The Consultant shall cooperate with other professionals employed by the University in the production of other work related to its services. Subject to approval by the University, the Consultant shall contract for or employ, at its expense, such professional subconsultants as the Consultant deems necessary for the completion of the services. The Consultant may hire the services of subconsultants with University approval in place of or in addition to those employed or retained by the Consultant. The Consultant is as responsible for the performance of its subconsultants as it would be if it had rendered these services itself. Nothing in the foregoing procedure shall create any contractual relationship between the University and the professionals employed by the Consultant under the terms and conditions of this Agreement. The Consultant is solely responsible for payment of any subconsultants.

D. Legal and Regulatory Compliance. The Consultant shall perform all services and prepare documents in compliance with the applicable requirements of laws, codes, rules, regulations, ordinances, and standards.

E. Ownership and Use of Documents. Drawings, documents, reports, prints, and photographs, and other materials furnished by the Consultant hereunder shall be and shall remain the property of the University.

In the event of Agreement termination by either party for any reason, as provided under this Agreement, the University will have the right to receive, and the Consultant shall promptly provide to the University, all drawings, documents, reports, prints, and photographs, and other materials prepared by the Consultant for the services under this Agreement. In the event of termination, and any dispute regarding the amount to be paid under this Agreement not withstanding, the University retains the right to receive and use any such documents or materials.

F. Consultant’s Accounting Records. All books and records relating to this Agreement shall be maintained in accordance with generally accepted accounting principles. University or University’s authorized representative shall have access to and the right to audit and the right to copy all of Consultant’s books and records. Consultant records shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available); contracts; payroll records; subconsultant agreements; vendor agreements; purchase orders; leases; original estimates; estimating work sheets; correspondence; receipts; memoranda; and any other supporting evidence deemed necessary to substantiate charges under this agreement. All such books and records shall be preserved for a period of at least three (3) years from the date of Final Payment under this Agreement.

G. Conflict of Interest. The Consultant affirms that to the best of its knowledge, there exists no actual or potential conflict between the Consultant’s family, business, or financial interests and the services provided under this Agreement, and that in the event of a change in either the private interests or services under this Agreement, any questions regarding a possible conflict of interest that may arise as a result of this change shall be disclosed in writing to the University.

H. Successors and Assigns. If the Consultant transacts business as an individual, upon the Consultant's death or incapacitation, the University will automatically terminate this Agreement as of the date of such event. If so terminated, neither the Consultant nor the Consultant’s estate shall have any further right to perform hereunder, and University shall pay the Consultant or the estate the prorated unpaid compensation due under Article IV for any services rendered prior to this termination.

If there is more than one Consultant, and any one of them dies or becomes incapacitated, and the others continue to render the consulting services covered herein, the University will make payments to those continuing as though there had been no death or incapacitation; the University will not be obliged to take any account of the person who died or became incapacitated or to make any payment to this person or this person's estate. These provisions shall apply in the event of progressive or simultaneous occasions of death or incapacitation among any group of persons named as Consultant herein; if death or incapacitation befalls the last member of this group before the services of this Agreement are fully performed, then the rights shall be as if there had been only one Consultant.

This Agreement shall be binding upon the University and the Consultant and their respective successors and assigns. Neither the performance of this Agreement nor any part thereof, nor any monies due or to become due hereunder, may be assigned by the Consultant without the prior written consent and approval of the University.

I. Information Furnished by University. If required for the performance of the Consultant’s services, the University will furnish information, surveys, reports, as-builts, and other materials at the University’s expense.

IV. COMPENSATION

A. The University will have the right to withhold payment from Consultant for any unsatisfactory service until such time service is performed satisfactorily. The University will compensate the Consultant for the scope of services provided in accordance with this Agreement, computed as follows:

1. For each written authorization, a maximum payment shall be established that shall not be exceeded without the prior written approval of the University. Alternatively, a lump-sum fee may be negotiated.

2. All fees shall be in accordance with the Consultant Rate Schedule. Rates shall not be changed except with prior written approval of the University.

3. Payments to the Consultant shall be made monthly, subsequent to the receipt of an invoice itemizing the costs of each written authorization for the month invoiced.

4. Reimbursable Expenses shall be only for actual costs. Paid invoices or other proof of payment shall be submitted when requesting reimbursement.

5. Reimbursable Expenses are paid in addition to the compensation for Services of this Agreement, and are actual expenditures made by the Consultant and the Consultant’s employees and subconsultants, for the following expenses:

a) Expenses for printing, reproductions, and postage for documents, reports, surveys, drawings, and other materials, excluding reproductions for office use by the Consultant and the Consultant’s subconsultants.

6. Compensation for Additional Services, if required, shall be negotiated separately.

7. In the event of termination of this Agreement prior to completion of the services being performed, the University will pay the Consultant in full for all services performed and all expenses incurred under this Agreement, up to and including the effective date of termination. In ascertaining the services actually rendered up to the date of termination, consideration shall be given to both completed service and service in progress, whether delivered to the University or in the possession of the Consultant, and to authorized Reimbursable Expenses. No other compensation shall be payable for anticipated profit on unperformed services.

V. INDEMNIFICATION AND INSURANCE

A. INDEMNIFICATION

1. Consultant shall indemnify, defend, and hold harmless University and its Regents, officers, employees, agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor.

2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct.

3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement.

4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

B. INSURANCE

1. Insurance Requirements. Consultant, at Consultant’s sole cost and expense, shall insure its activities in connection with this Agreement, and shall obtain, keep in force, and maintain insurance as listed below. The coverages required under paragraph V.D. shall not in any way limit the liability of the Consultant.

a. Either Comprehensive Form General Liability Insurance (Contractual, products, and completed operations coverages included) with a combined single limit of no less than $1,000,000 per occurrence, or Commercial-Form General Liability Insurance with coverage and minimum limits as follows:

Each Occurrence $500,000

Products Completed, Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

General Aggregate $1,000,000

b. Business Automobile Liability Insurance for owned, scheduled, nonowned, or hired automobiles, with a combined single limit of no less than $500,000 per accident.

c. Professional Liability Insurance, with limits of $500,000 per claim and $2,000,000 in the aggregate.

d. If the above insurance (subparagraphs V.B.1.a – V.B.1.c) is written on a claims-made basis, it shall be maintained continuously for a period of no less than 3 years after the date of Final Completion of the services authorized pursuant to each Exhibit A executed. The insurance shall have a retroactive date of placement prior to, or coinciding with, the date services are first provided that are governed by the terms of this Agreement and shall include, without limitation, coverage for professional services as called for in this Agreement. Insurance required by subparagraphs V.B.1.a-V.B.1.c shall be issued by companies that have a Best rating of A- or better, and a financial classification of VIII or better (or an equivalent rating by Standard & Poor or Moody’s).

e. Workers' Compensation as required and under the Workers' Compensation Insurance and Safety Act of the State of California, as amended from time to time. Insurance required by this subparagraph V.B.1.e shall be issued by companies (i) that have a Best rating of B+ or better, and a financial classification of VIII or better (or an equivalent rating by Standard & Poor or Moody’s) or (ii) that are acceptable to the University.

f. Consultant, upon the execution of this Agreement, shall furnish University with Certificate Of Insurance evidencing compliance with this Article V., including the following requirements:

g. Consultant shall have the insurance company complete University’s form, Certificate Of Insurance (Exhibit D). It alone constitutes evidence of insurance.

1. Provide that coverage cannot be canceled without 10 days advance written notice to University.

2. If insurance policies are canceled for non-payment, University reserves the right to maintain policies in effect by continuing to make the policy payments and assessing the cost of so maintaining the policies against Consultant.

3. The General Liability Insurance policy and the Business Automobile Liability Insurance policy shall name The Regents of the University of California as an Additional Insured. As respects Professional Liability include Contractual Liability Coverage or endorsements to the insurance policies for Contractual Liability Coverage.

4. All insurance policies shall apply to the negligent acts, or omissions of Consultant, its officers, agents, employees, and for Consultant's legal responsibility for the negligent acts or omissions of its consultants and anyone directly or indirectly under the control, supervision, or employ of Consultant or Consultant’s subconsultants.

VI. STATUTORY REQUIREMENTS

A. NONDISCRIMINATION

1. In connection with the performance of the Consultant pursuant to this Agreement, the Consultant will not willfully discriminate against any employee or qualified applicant for employment because of race, color, religion, ancestry, national origin, local custom, habit, sex, age, sexual orientation, physical disability, veteran's status, medical condition (as defined in Section 12926 of the California Government Code), marital status, or citizenship (within the limits imposed by law or by The Regents' policy). The Consultant will take affirmative action to ensure that qualified applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, ancestry, national origin, local custom, habit, sex, age, sexual orientation, physical disability, veteran's status, medical condition (as defined in Section 12926 of the California Government Code), marital status, or citizenship (within the limits imposed by law or by The Regents' policy). This equal treatment shall apply, but shall not be limited to, the following: upgrade, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeships.

B. PREVAILING WAGE RATES

1. For purposes of this Article, the term subcontractor or subconsultant shall not include suppliers, manufacturers, or distributors.

2. Consultant shall comply and shall ensure that all subcontractors or subconsultants comply with Section 1770, and the applicable sections that follow, including Section 1775 of the State of California Labor Code. References to “Covered Services” hereinafter shall mean services performed pursuant to this Agreement that are covered by the aforementioned provisions as implemented by the State of California Department of Industrial Relations.

3. The State of California Department of Industrial Relations has ascertained the general prevailing per diem wage rates in the locality, if any, listed in the written authorization for the performance of construction, alteration, demolition or repair work as defined in Section 1720 of the State of California Labor Code for each craft, classification, or type of worker required to perform the Covered Services hereunder. 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 this reference, such schedule is made part of this Agreement. Consultant shall pay not less than the prevailing wage rates, as specified in the schedule and any amendments thereto, to all workers employed by Consultant in the execution of the Covered Services hereunder. Consultant shall cause all subcontracts or subconsultant agreements to include the provision that all subcontractors or subconsultants shall pay not less than the prevailing wage rates to all workers employed by such subcontractor or subconsultants in the execution of the Covered Services hereunder. Consultant shall forfeit to University, as a penalty, not more than $50 for each calendar day, or portion thereof, for each worker that is paid less than the prevailing wage rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any portion of the Covered Services hereunder performed by Consultant or any subcontractor or subconsultant. The amount of this penalty shall be determined by the Labor Commissioner pursuant to applicable law. Such forfeiture amounts may be deducted from the Consultant fee. Consultant shall also pay to any worker who was paid less than the prevailing wage rate for the work or craft for which the worker was employed for any portion of the Covered Services hereunder, for each day, or portion thereof, for which the worker was paid less than the specified prevailing per diem wage rate, an amount equal to the difference between the specified prevailing per diem wage rate and the amount which was paid to the worker.

C. PAYROLL RECORDS

1. Consultant and all subcontractors or subconsultants shall keep an accurate payroll record, showing the name, address, social security number, job classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyworker, apprentice, or other employee employed in connection with the Covered Services hereunder. All payroll records shall be certified as being true and correct by Consultant or subcontractors or subconsultants keeping such records; and the payroll records shall be available for inspection at all reasonable hours at the principal office of Consultant on the following basis:

a. A certified copy of an employee's payroll record shall be made available for inspection or furnished to such employee or the employee's authorized representative on request.

b. A certified copy of all payroll records shall be made available for inspection upon request to University, the State of California Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards of the State of California Division of Industrial Relations.

c. A certified copy of all payroll records shall be made available upon request by the public for inspection or copies thereof made; provided, however, that the request by the public shall be made to either the University, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement. The public shall not be given access to such records at the principal offices of Consultant or subcontractors or subconsultants. Any copy of the records made available for inspection as copies and furnished upon request to the public or any public agency by University shall be marked or obliterated in such a manner as to prevent disclosure of an individual's name, address, and social security number. The name and address of Consultant awarded the Agreement or performing the Agreement shall not be marked or obliterated.

2. Consultant shall file a certified copy of the payroll records with the entity that requested the records within 10 days after receipt of a written request. Consultant shall inform University of the location of such payroll records for the written authorization, including the street address, city, and county; and Consultant shall, within 5 working days, provide notice of change of location of such records. In the event of noncompliance with the requirements of this Paragraph or with the State of California Labor Code Section 1776, Consultant shall have 10 days in which to comply following receipt of notice specifying in what respects Consultant must comply. Should noncompliance still be evident after the 10-day period, Consultant shall forfeit to University, as a penalty, $25 for each day, or portion thereof, for each worker, until strict compliance is accomplished. Such forfeiture amounts may be deducted from the Consultant fee.

D. APPRENTICES

1. Only apprentices, as defined in the State of California Labor Code Section 3077, who are in training under apprenticeship standards and written apprentice agreements under Chapter 4, Division 3, of the State of California Labor Code, are eligible to be employed by Consultant and subcontractors or subconsultants as apprentices for the Covered Services hereunder. The employment and training of each apprentice shall be in accordance with the provisions of the apprenticeship standards and written apprentice agreements under which the apprentice is training.

2. Every apprentice shall be paid the standard wage to apprentices, under the regulations of the craft or trade at which the apprentice is employed, and shall be employed only for the Covered Services hereunder in the craft or trade to which the apprentice is indentured.

3. When Consultant or subcontractors or subconsultants employ workers in any apprenticeship craft or trade for the Covered Services hereunder, Consultant or subcontractors or subconsultants shall apply to the joint apprenticeship committee, which administers the apprenticeship standards of the craft or trade in the locality, if any, listed in the written authorization for the performance of construction, alteration, demolition or repair work as defined in Section 1720 of the State of California Labor Code, for a certificate approving Consultant or subcontractors or subconsultants under the apprenticeship standards for the employment and training of apprentices in the locality so identified. The committee will issue a certificate fixing the number of apprentices or the ratio of apprentices to journeyworkers who shall be employed in the craft or trade on the Covered Services hereunder. The ratio will not exceed that stipulated in the apprenticeship standards under which the joint apprenticeship committee operates; but in no case shall the ratio be less than 1 apprentice for each 5 journeyworkers, except as permitted by law. Consultant or subcontractors or subconsultants shall, upon the issuance of the approval certificate in each such craft or trade, employ the number of apprentices or the ratio of July 29, 2002 Professional Services Agreement Revision 4 PSA-9 apprentices to journeyworkers fixed in the certificate issued by the joint apprenticeship committee or present an exemption certificate issued by the Division of Apprenticeship Standards.

4. “Apprenticeship craft or trade,” as used in this Paragraph, shall mean a craft or trade determined as an apprenticeship occupation in accordance with rules and regulations prescribed by the Apprenticeship Council.

5. If Consultant or subcontractors or subconsultants employ journeyworkers or apprentices in any apprenticeship craft or trade in the locality, if any, listed in the written authorization for the performance of construction, alteration, demolition or repair work as defined in Section 1720 of the State of California Labor Code, and there exists a fund for assisting to allay the cost of the apprenticeship program in the trade or craft, to which fund or funds other contractors in the locality so identified are contributing, Consultant and subcontractors or subconsultants shall contribute to the fund or funds in each craft or trade in which they employ journeyworkers or apprentices on the Covered Services hereunder in the same amount or upon the same basis and in the same manner done by the other contractors. Consultant may include the amount of such contributions in computing its compensation under the Agreement; but if Consultant fails to do so, it shall not be entitled to any additional compensation therefore from University.

6. In the event Consultant willfully fails to comply with this Paragraph VI.D, it will be considered in violation of the requirements of the Agreement.

7. Nothing contained herein shall be considered or interpreted as prohibiting or preventing the hiring by Consultant or subcontractors or subconsultants of journeyworker trainees who may receive on-the-job training to enable them to achieve journeyworker status in any craft or trade under standards other than those set forth for apprentices.

E. WORK DAY

1. Consultant shall not permit any worker providing Covered Services 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. Consultant shall forfeit to University, as a penalty, $25 for each worker employed in the execution of this Agreement by Consultant, or any subcontractors or subconsultant, for each day during which such worker is required or permitted to work providing Covered Services more than 8 hours in any 1 day and 40 hours in any 1 calendar week in violation of the terms of this Paragraph or in violation of the provisions of any law of the State of California. Such forfeiture amounts may be deducted from the compensation otherwise due under this Agreement. Consultant and each subcontractor or subconsultant 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 under this Agreement, 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.

VII. NOTICES

A. University. Any notice may be served upon the University by delivering it, in writing, to the University at the address set forth on the last page of this Agreement, by depositing it in a United States Postal Service deposit box with the postage fully prepaid and with the notice addressed to the University at the aforementioned address, or by sending a facsimile of it to the University facsimile number set forth on the last page of this Agreement.

B. Consultant. Any notice may be served upon the Consultant by delivering it, in writing, to the Consultant at the address set forth on the last page of this Agreement, by depositing it in a United States Postal Service deposit box with the postage fully prepaid and with the notice addressed to the Consultant at this address, or by sending a facsimile of it to the Consultant facsimile number set forth on the last page of this Agreement.

VIII. AUTHORITY OF AGREEMENT

A. This Agreement represents the entire and integrated agreement between the University and the Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both the University and the Consultant.

B. This Agreement includes the following exhibits attached herewith:

Exhibit A: Consultant’s Proposal

Exhibit B: Consultant Rate Schedule

Exhibit C: Written Authorization to Perform Services

Exhibit D: Certificate of Insurance

IN WITNESS WHEREOF, the UNIVERSITY and the CONSULTANT have executed this Agreement on the _______ day of _________, 200_.

CONSULTANT [Insert Consultant’s Company Name Here]

By: [Insert Name of Authorized Signature Here]

[Insert Title of Signer Here]

(Signature)

                              

(Date)

CONSULTANT ADDRESS [Insert Consultant’s Address]

[Insert Consultant’s Address}

CONSULTANT PHONE NUMBER [Insert Consultant’s Phone Number]

CONSULTANT FACSIMILE NUMBER [Insert Consultant’s Fax Number]

EMPLOYER IDENTIFICATION NUMBER [Insert Consultant’s Employer Identification Number]

UNIVERSITY REGENTS OF THE UNIVERSITY OF CALIFORNIA

By: ______________________________________

______________________________________

(Printed Name)

(Title)

                              

(Date)

ATTACHMENT #2

University of California Business Information Form

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 NUMBER: ( ) |FAX NO.: ( ) |

|E-MAIL: |HOME PAGE ADDRESS: |

|Are any of the owners or owners’ relatives currently employed by the University of California? |

|YES θ NO θ If yes, please provide details on an attached sheet of paper. |

|FEDERAL IDENTIFICATION/SOCIAL SECURITY NUMBER: |DUN & BRADSTREET NUMBER: |

|PRIMARY TYPE OF BUSINESS: |

|BROKER θ DEALER θ DISTRIBUTOR θ FABRICATOR θ MANUFACTURER θ |

|MANUFACTURERS’ AGENT θ RETAIL θ SERVICE θ WHOLESALER θ OTHER θ |

|PRINCIPAL OWNERS: | |Sex | |Percent |

|Name |Title |(M or F) |Ethnicity |Ownership |

| | | | | |

| | | | |% |

| | | | | |

| | | | |% |

|THIS IS A PARENT COMPANY: (Name of subsidiaries) |THIS IS A SUBSIDIARY: (Name and location of parent company) |

|NUMBER OF YEARS |AVERAGE ANNUAL SALES |BUSINESS NET WORTH|INVENTORY |APPROX. SIZE OF |NUMBER OF EMPLOYEES |

|IN BUSINESS |(PRIOR 3 YEARS) | |VALUE |FACILITIES (sq. ft.) | |

| | |$ |$ | | |

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

| |

| |

| |

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

|CUSTOMER REFERENCES: | | |

|Name |Address |Phone Number |

| | | |

| | | |

| | | |

UNIVERSITY OF CALIFORNIA

BUSINESS INFORMATION FORM

2

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

| |

|Name Title |

|Name Title |

|Name Title |

|INSURANCE: Is your Company Insured? YES θ NO θ |

|TYPE OF INSURANCE: θ General Liability θ Automobile Liability θ Worker’s Compensation |

|θ Other |

|Name of Insurance Provider/Producer: |

| |

| |

|Companies Affording Coverage: |

| |

| |

| |

|GSA SF 254 A/E or related services questionnaire may be required |

|OWNERSHIP OF BUSINESS: (Check One) θ Corporation θ Individual/Sole Proprietorship θ Joint Venture θ Partnership θ Foreign |

|Ownership θ Not for Profit θ Other |

|Owner Status – Business is at least 51% Owned, Controlled and Actively Managed by (Check all that apply): |

|θ SBE θ DBE θ WBE θ DVBE |

|Ownership Status Category – Place an “X” in the boxes that best describe your firm’s ownership: |

|Business Type |Native American Indian |Asian/Pacific Asian/Indian American |

|Signature of Principal or Owner |Title |Date |

ATTACHMENT #3

UNIVERSITY OF CALIFORNIA

Notice of Intent to Respond

DATE: ______________ RFP NUMBER: ______________

|PLEASE PROVIDE THE FOLLOWING INFORMATION FOR THE PERSON WHO WILL BE YOUR COMPANY’S PRINCIPAL CONTACT FOR MATTERS REGARDING THE ABOVE RFP. |

|Company Name and Address |

| |

| |

| |

| |

| |

|Signature of Company Representative |

| |

|Printed Name of Company Representative |

| |

| |

|Title |

| |

|Date |

| |

|Telephone Number |

| |

|Fax Number |

| |

| |

|Email Address |

| |

| |

Please return this notice via email to: ddiotte@finance.ucla.edu

(or fax to: 310-794-8020 Attn: Diane L. Diotte)

ATTACHMENT #4

UNIVERSITY OF CALIFORNIA

APPENDIX DS

Additional Terms and Conditions – Data Security

ARTICLE 1 – ACKNOWLEDGMENT OF ACCESS TO INFORMATION CHARACTERIZED AS COVERED DATA

Contractor acknowledges that its contract/purchase order with The Regents of the University of California (“Agreement”) may allow the Contractor access to confidential University information including, but not limited to, personal information, student records, health care information, or financial information notwithstanding the manner in which or from whom it is received by Contractor (“Covered Data”) which is subject to state laws that restrict the use and disclosure of such information, including the California Information Practices Act (California Civil Code Section 1798 et seq.) and the California Constitution Article 1, Section 1. Contractor further acknowledges the applicability to this Agreement of Federal privacy laws such as the Gramm-Leach-Bliley Act (Title 15, United States Code, Sections 6801(b) and 6805(b)(2)) applicable to financial transactions and the Family Educational Rights and Privacy Act (Title 20, United States Code, Section 1232g) applicable to student records and information from student records. Contractor shall maintain the privacy of, and shall not release, Covered Data without full compliance with all applicable state and federal laws, University policies, and the provisions of this Agreement. Contractor agrees that it will include all of the terms and conditions contained in this appendix in all subcontractor or agency contracts providing services under this Agreement.

ARTICLE 2 – APPLICABLE LAWS AND UNIVERSITY POLICIES

Contractor agrees to abide by the University’s Electronic Communications Policy and Business and Finance Bulletin IS-3, Electronic Information Security, which can be viewed at (), and (). Where a federal, state or local law, ordinance, rule or regulation is required to be made applicable to this Agreement, it shall be deemed to be incorporated herein without amendment to this Agreement.

ARTICLE 3 – PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF COVERED DATA AND INFORMATION

Contractor agrees to hold Covered Data received from or created on behalf of University in strictest confidence. Contractor shall not use or disclose Covered Data except as permitted or required by the Agreement or as otherwise authorized in writing by University. If required by a court of competent jurisdiction or an administrative body to disclose Covered Data, Contractor will notify University in writing prior to any such disclosure in order to give University an opportunity to oppose any such disclosure. Any work using, or transmission or storage of, Covered Data outside the United States is subject to prior written authorization by the University.

ARTICLE 4 – SAFEGUARD STANDARD

Contractor agrees that it will protect the Covered Data according to commercially acceptable standards and no less rigorously than it protects its own confidential information, but in no case less than reasonable care. Contractor shall develop, implement, maintain and use appropriate administrative, technical and physical security measures which may include but not be limited to encryption techniques, to preserve the confidentiality, integrity and availability of all such Covered Data.

ARTICLE 5 – RETURN OR DESTRUCTION OF COVERED DATA AND INFORMATION

Upon termination, cancellation, expiration or other conclusion of the Agreement, Contractor shall return the Covered Data to University unless University requests that such data be destroyed. This provision shall also apply to all Covered Data that is in the possession of subcontractors or agents of Contractor. Contractor shall complete such return or destruction not less than thirty (30) days after the conclusion of

this Agreement. Within such thirty (30) day period, Contractor shall certify in writing to University that such return or destruction has been completed.

ARTICLE 6 – REPORTING OF UNAUTHORIZED DISCLOSURES OR MISUSE OF COVERED DATA AND INFORMATION

Contractor shall report, either orally or in writing, to University any use or disclosure of Covered Data not authorized by this Agreement or in writing by University, including any reasonable belief that an unauthorized individual has accessed Covered Data. Contractor shall make the report to University immediately upon discovery of the unauthorized disclosure, but in no event more than two (2) business days after Contractor reasonably believes there has been such unauthorized use or disclosure. Contractor’s report shall identify: (i) the nature of the unauthorized use or disclosure, (ii) the University Covered Data used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure, (iv) what Contractor has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure, and (v) what corrective action Contractor has taken or shall take to prevent future similar unauthorized use or disclosure. Contractor shall provide such other information, including a written report, as reasonably requested by University.

ARTICLE 7 – EXAMINATION OF RECORDS

University and, if the applicable contract or grant so provides, the other contracting party or grantor (and if that be the United States, or an agency or instrumentality thereof, then the Controller General of the United States) shall have access to and the right to examine any pertinent books, documents, papers, and records of Contractor involving transactions and work related to this Agreement until the expiration of five years after final payment hereunder. Contractor shall retain project records for a period of five years from the date of final payment.

ARTICLE 8 – ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS

Contractor shall make itself and any employees, subcontractors, or agents assisting Contractor in the performance of its obligations under the Agreement available to University at no cost to University to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings against University, its directors, officers, agents or employees based upon a claimed violation of laws relating to security and privacy and arising out of this Agreement.

ARTICLE 9 – NO THIRD-PARTY RIGHTS

Nothing in this Agreement is intended to make any person or entity who is not signatory to the Agreement a third-party beneficiary of any right created by this Agreement or by operation of law.

ARTICLE 10 – ATTORNEY'S FEES

In any action brought by a party to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs, including the reasonable value of any services provided by in-house counsel. The reasonable value of services provided by in-house counsel shall be calculated by applying an hourly rate commensurate with prevailing market rates charged by attorneys in private practice for such services.

ARTICLE 11 – INDEMNITY

Contractor shall indemnity, defend and hold University Harmless from all lawsuits, claims, liabilities, damages, settlements, or judgments, including University’s costs and attorney fees, which arise as a result of Contractor’s negligent acts or omissions or willful misconduct.

ARTICLE 12 – SURVIVAL

The terms and conditions set forth in this Appendix shall survive termination of the Agreement between the parties.

-----------------------

[pic]

................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download