15-A-6_IFB_and_Exhibits.pdf

HUMBOLDT STATE UNIVERSITY

Arcata, California

INVITATION FOR BIDS

THIS IS NOT AN ORDER. Complete & return this Date: April 20, 2016 Invitation for Bid by the following date and time:

IFB #: 15-A-6

3:00 P.M., Wednesday, May 18, 2016

Project: BOOK BINDERY

SERVICES

Return To: A. Gail Dungan

Contracts, Procurement & Risk Management #1 Harpst Street Humboldt State University Arcata, CA 95521-8299

INDICATE IFB # AND

PROJECT NAME ON ENVELOPE

If further information is needed, call the Purchasing Office (707) 826-3512 or (707) 826-3307.

Contractor to provide all labor, materials, equipment, transportation, facilities, and any other costs necessary to provide binding services to the Library at Humboldt State University, Arcata, California, hereafter referred to as the Library, in accordance with the provisions of the following documents, all of which by this reference are made a part of this Invitation for Bid:

Exhibit A, Specifications and General Terms, consisting of two (2) pages;

Exhibit B, Schedule and Summary of Qualifications, consisting of two (2) pages; and Exhibit C, CSU General Provisions for Service Acquisitions, consisting of eleven (11) pages.

General Provisions: Contractor agrees to the CSU General Provisions for Service Acquisitions as well as the other provisions contained in the Contract. In these General Provisions, the Trustees of the California State University are referred to as “CSU” or “University.” The terms “bid” and “proposal” are synonymous, as are the terms “Contract” and “agreement.” The terms “Bidder”, “Proposer”, and “Contractor” are also used interchangeably and each shall apply to the business entity which submits a bid/proposal or is awarded a contract.

Bids submitted by mail must be mailed sufficiently in advance of the bid opening to ensure delivery to the above address prior to the specified opening time. Humboldt State University assumes no responsibility for delay in delivery of the bid either by the United States Post Office or other means or after it is delivered to a central location on campus. A bid sent by telefacsimile or email will not be accepted.

Bids must be submitted for the entire work described herein. Deviations from plans and/or specifications will not be considered and will be cause for rejection of bids.

The University reserves the right to award a contract to the lowest responsible bidder who meets all specifications of this Invitation for Bid. The University further reserves the right to reject any or all bids, and to waive any informalities or minor irregularities.

A contract will be deemed to exist when a Standard Agreement has been signed by the University and the Contractor.

Disabled Veteran Business Enterprises Contractual Participation Goals, Regulations and Procedures: Compliance with DVBE requirements is unnecessary as the estimated cost of the services which are the subject of this bid is insufficient to mandate participation.

Notice to All Bidders: Section 14835, et seq. of the California Government Code requires that a five percent preference be given to bidders who qualify as a small business. The rules and regulations of this law, including the definition of a small business for the delivery of service, are contained in Title 2, California Code of Regulations, Section 1896, et seq. A copy of the regulations is available upon request. To claim the small business preference, which may not exceed $50,000 for any bid, your firm must have its principal place of business located in California, have a complete application (including proof of annual receipts) on file with the State Office of Small and Minority Business by 5:00 p.m. on the date bids are opened, and be verified by such office. Questions regarding the preference approval process should be directed to the Office of Small and Minority Business at (916) 322-7122.

(Bidder, complete and return the following)

Statement of Compliance: Prospective Contractor hereby certifies, unless specifically exempted, compliance with Government Code Section 12990 and California Code of Regulations, Title 2, Division 4, Chapter 5 in matters relating to the development, implementation and maintenance of a nondiscrimination program. Prospective Contractor agrees not to unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition (cancer related), marital status, sex or age (over forty).

I, the official named below, hereby swear that I am duly authorized to legally bind the Prospective Contractor to the above described certification. I am fully aware that this certification, executed on _____________________date and in ______________________county ______________________state, is made under penalty of perjury under the laws of the State of California.

Small Business Preference: Are you claiming preference as a small business?

□ Yes (a completed Small Business Preference and Certification Request is attached hereto)

□ No

In compliance with your Invitation for Bid 15-A-6, Addenda No.(s)__, __, __, __, __, and accompanying specifications, we hereby submit our bid on attached Exhibit B, Schedule and Summary of Qualifications.

1. Cash discount of _______________% will be allowed for payment in

______________ days. Note: The University cannot accept terms of less than 15 days and 1/2 of 1% of the total bid (or a minimum of $5.00, whichever is greater).

2. Contractor agrees to complete the work within the time frame stipulated herein unless a schedule change is submitted and approved by the University.

3. Humboldt State University will consider prices firm for 30 days from this bid due date unless indicated below:

4. Contractor will complete the above project in accordance with all specifications and the general provisions on the following page.

Firm_____________________________________________________________

By_______________________________________________________________ Authorized Signature

Name & Title______________________________________________________ (Printed)

Federal ID #_______________________________________________________

Telephone_________________________________________________________

Date_____________________________________________________________

California Corporation: Yes____ No____ Corp ID No.___________________________

PRIVACY STATEMENT

Section 7(b) of the Privacy Act of 1974 (Public Law 93-5791) requires that any federal, state, or local governmental agency which requests an individual to disclose his social security account number shall inform that individual whether that disclosure is mandatory or voluntary, by which statutory or other authority such number is solicited, and what uses will be made of it.

The State of California requires that all parties entering into business transactions that may lead to payment(s) from the State must provide their Taxpayer Identification Number (TIN) in order to facilitate the preparation of Form 1099 and other information returns as required by the Internal Revenue Code, Section 6109 and the State Revenue and Taxation Code, Section 18934. The TIN for individual and sole proprietorships is the Social Security Number (SSN).

It is mandatory to furnish the information requested.

You have the right to access records containing your personal information, such as your SSN. to exercise that right, please contact Procurement & Support Services, Humboldt State University, #1 Harpst Street, Arcata, California 95521-8299 or telephone (707) 826-3512.

IFB #15-A-6

Exhibit A

SPECIFICATIONS AND GENERAL TERMS

Contractor must provide all labor, materials, equipment, facilities, transportation, and any other costs necessary to provide binding services to the Library at Humboldt State University, in accordance with the following:

• Binding standards and warranty: All work must be performed in full compliance with the specifications and standards set forth in the ANSI/NISO/LBI Z39.78-2000 R2010 Standard for Library Binding (ISSN 1041-5653), hereafter referred to as the ANSI/NISO/LBI Standard for Library Binding Standard, or simply, the Standard.

Contractor must warrant that all binding services provided to the Library during the course of this contract shall be in compliance with the Standard, as follows:

“We warrant that the binding represented by us as conforming to the ANSI/NISO/LBI Standard for Library Binding complies with all requirements of the edition of the Standard that is current at the time of the binding. This statement is made pursuant to the Technical Specifications and Materials Specifications of the ANSI/NISO/LBI Standard for Library Binding and applicable federal and state laws relative to representations by a seller to a purchaser regarding the quality of a product and its adherence to a standard.”

• Quality assurance: All work must be completed to the satisfaction of the Humboldt State University Library. Work not completed to the satisfaction of the Library and returned to the contract binder will be redone at no additional charge to the Library, beyond the original service fee. Binder will replace and rebind at their expense, any materials damaged beyond repair during the binding process. Binder will reimburse the Library the current market value, as determined by the Library, for any irreplaceable materials that are damaged beyond repair during the binding process, in addition to paying the Library a $100.00 restitution fee.

Note: For the purposes of this contract, the “damaged beyond repair during the binding process” designation shall include, but not be limited to, the following categories:

- Any item from which content has been lost;

- Any item which has been damaged to the extent that it can no longer be bound in the normal manner for that format, or in the manner specified by the Library;

- Any item which has been damaged to the extent that it can no longer be used for its intended purpose; or

- Any special collection item damaged such that its original size and/or format is changed, e.g., through excessive trimming of the text block.

• Transportation charges and turnaround time: Contractor must provide transportation for all bindery shipments, including boxes to use in making the shipments, between the Library and the contract binder's plant. Each shipment must be processed in plant within twenty-one (21) calendar days, with a total turnaround time of not more than thirty-five (35) calendar days per shipment. The Library will generally send four (4) shipments for processing each year.

Exhibit A

• Billing: Contractor must bill for each shipment separately, including a detailed breakdown of all charges. Contractor must reference purchase order number on invoice.

• Toll-free telephone number: Contractor must provide a toll-free telephone number or be willing to accept collect calls in dealing with the University concerning services provided under this agreement.

• Binding slips: Contractor must provide preprinted or electronic binding slips for each volume to be shipped for binding. Binding slips provided by Contractor to include the Library's standard information such as title, color, call number if applicable, etc., other standard Humboldt State University Library information required for binding, and additional space(s) necessary for instructions pertinent to each volume to be bound, as agreed between the Contractor and the Library.

• Contact information: Contractor must work with George Wrenn, Collection Development

Department in the Humboldt State University Library, (707) 826-3412, or his designee, to coordinate completion of this contract.

• Term of contract: The term of this contract shall extend from July 1, 2016, through June 30, 2021.

This contract may be terminated upon a thirty (30) day written notice by either the University or the contract binder.

• Contract budgetary contingency: Continuation of this contract for fiscal years subsequent to 2016-

2017 is dependent upon the availability of budgeted funds for the appropriate fiscal year.

• Renewal clause: With the mutual written consent of the University and the contract binder, this contract may be renewed for two additional one-year periods beyond the initial five-year contract period, at the same existing terms and conditions.

• Conversion services: Binder must agree to match, to the fullest extent possible, the buckram colors, font size and typeface, and print colors used by the Library.

Payment to be made in arrears, upon completion of each shipment, and upon receipt of itemized invoices submitted to:

Acquisitions/Cataloging Unit Humboldt State University Library 1 Harpst Street Arcata, California 95521

Exhibit B

SCHEDULE AND SUMMARY OF QUALIFICATIONS

Invoice charges shall be based upon the following price list for library binding and services performed in compliance with the ANSI/NISO/LBI Standard for Library Binding. Quoted prices will remain in effect throughout the life of the contract.

The following charges represent per volume and approximate total binding costs, based upon an estimated 250 volumes per year. In addition to cost of binding, the prices quoted below should also include:

• All shipping, transportation, and handling charges;

• Up to 5 lines of printing on the spine for the title;

• Up to 5 lines of printing on the spine for the contents (e.g., for periodicals, serials, and multi-volume works)

• Up to 5 lines of printing on the spine for the call number and location; and

• Insertion of 3M Tattletape security strips (supplied by the Library) between spine and text block.

The Library generally processes four (4) binding shipments per year.

Estimated Number Format of Volumes per year Charge per Volume* Charge per Year**

Books 200 $ ea $ yr

Periodicals 50 $ ea $ yr

TOTAL 250 $ yr

*Effective July 1, 2016 **Based on estimated number of volumes

Note: Up to approximately 20% of the volumes to be sent by the Library may require special handling, e.g., archival materials, materials containing folded maps or folded leaves, and/or materials requiring special call number placement. The Library will identify and flag these materials, providing instructions as appropriate.

The following are charges for services not included in the price quote above:

Charge Included in Base Charge Above?

Extra line of lettering $_____________ Yes ________ No ________

Extra inch unit of thickness $_____________ Yes ________ No ________ ( maximum thickness included in base charge)

Extra inch unit of height $_____________ Yes ________ No ________ ( maximum height included in base charge)

Newspaper – tabloid, up to 18 inches in height $_____________ Yes ________ No ________

Newspaper – tabloid, over 18 inches in height $_____________ Yes ________ No ________

Headband $_____________ Yes ________ No ________

Stub $_____________ Yes ________ No ________

Cloth pocket (buckram) $_____________ Yes ________ No ________

Exhibit B

Charge Included in Base Charge Above?

Paper pocket $_____________ Yes ________ No ________

Hand sewing $_____________ Yes ________ No ________

Per minute labor charge for nonstandard work $_____________ Yes ________ No ________

Rush shipment ( calendar days turnaround time) $_____________ Yes ________ No ________

Charges for other services not included in the price quotes above:

Estimated turnaround time per shipment, if less than thirty-five (35) days: calendar days.

In addition to the above information, the bidder must submit the following:

(1) A statement regarding his or her previous experience in performing comparable work,

(2) Three references from academic libraries receiving the same type of service.

(3) Bidders are also required to show that they have the ability to maintain a staff of regular employees, and sufficient supplies/parts on hand and available sources of materials, adequate to ensure standards of quality and control and continuous and prompt performance of the work.

(4) In addition to the foregoing information, Bidder shall provide in his submittal specific data concerning the following requirements of the University:

a. A summary of his or her binding experience, including statements concerning company's satisfactory performance for approximately the last five (5) years in operations similar in scope and type to those required in the pertinent bidding and contract documents; year established and number of years in business; certification as a member of the Library Binding Institute;

b. Sufficiency, adequacy and suitability of bidder's staff, equipment and plant for the work contemplated, including statements concerning the number of experienced workers and equipment with regard to contractor's ability to expand and maintain standards of quality control; and

c. Adequacy of financial resources.

IN ORDER TO BE CONSIDERED FOR THIS CONTRACT, THE BIDDER MUST, IN ADDITION TO THE ABOVE, INCLUDE THE FOLLOWING SAMPLES WITH THEIR BID RESPONSE:

• Sample swatches of their standard buckram colors;

• Sample of their preprinted binding slips for books and periodicals;

• Samples of any other forms which the binder might use in its communications with the Library;

AND

• One sample of a bound volume of blank paper (which will not be returned).

CSU GENERAL PROVISIONS

FOR

SERVICE ACQUISITIONS

Revised 10/15/14

Exhibit C

CSU GENERAL PROVISIONS FOR SERVICE ACQUISITIONS

1. Commencement of Work

2. Contract Alterations & Integration

3. Severability

4. Independent Status

5. Governing Law

6. Contractor's Power and Authority

7. Assignments

8. Personnel

9. Waiver of Rights

10. Time

11. Entire Contract

12. Appropriation of Funds

13. Cancellation

14. Termination for Default

15. Rights and Remedies of CSU for Default

16. Warranty

17. Safety and Accident Prevention

18. Insurance Requirements

19. General Indemnity

20. Invoices

21. Document Referencing

22. Use of Data

23. Confidentiality of Data

24. Information Security Requirements

25. Patent, Copyright, and Trade Secret Indemnity

26. Rights in Work Product

27. Examination and Audit

28. Dispute

29. Conflict of Interest

30. Follow-On Contracts

31. Endorsement

32. Covenant Against Gratuities

33. Nondiscrimination

34. Compliance with NLRB Orders

35. Drug-Free Workplace Certification

36. Forced, Convict, Indentured and Child Labor

37. Recycled Content Certification

38. Child Support Compliance Act

39. Americans With Disabilities Act (ADA)

40. Debarment and Suspension………………………………………………………………………………………………….10

41. Expatriate Corporations……………………………………………………………………………………………………...11

42. Citizenship and Public Benefits

43. Loss Leader

44. DVBE and Small Business Participation

45. Contractor’s Staff …………………………………………………………………………………………………………...11

1. Commencement of Work Contractor shall not commence work under the Contract until Contractor has received a fully executed Contract and been given written approval to proceed. Any work performed by Contractor prior to the date of approval shall be considered as having been performed at Contractor’s own risk and as a volunteer.

2. Contract Alterations & Integration No alteration or variation of the Contract shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated in writing in the Contract shall be binding on any of the parties hereto.

3. Severability Contractor and CSU agree that if any provision of this Contract is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the Contract shall remain in full force and effect. Either party having knowledge of such term or provision shall promptly inform the other of its presumed non-applicability of such provision. Should the illegal or unenforceable provision be a material or essential term of the Contract, [the Contract shall be terminated in a manner commensurate with the interests of both parties, to the maximum extent reasonable.

4. Independent Status Contractor and its employees and agents, and subcontractors, in the performance of this Contract, shall act in an independent capacity and not as officers, employees or agents of CSU or the State of California. While Contractor may be required by this Contract to carry Worker’s Compensation Insurance, in no event shall Contractor and its employees and agents by entitled to unemployment or workers’ compensation benefits from CSU.

5. Governing Law To the extent not inconsistent with applicable federal law, this Contract shall be construed in accordance with and governed by the laws of the State of California

6. Contractor's Power and Authority Contractor warrants it has full power and authority to enter into this Contract and will hold CSU harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, Contractor shall not enter into any arrangement, agreement or contract with any third party that might abridge any rights of the CSU under this Contract.

7. Assignments Contractor shall not assign this Contract, either in whole or in part, without CSU’s written consent, which will not be unreasonably withheld.

8. Personnel Contractor shall give its personal attention to the performance of the Contract and shall make every effort consistent with sound business practices to honor CSU’s requests regarding Contractor’s assignment of its employees. However, Contractor maintains the sole right to determine the assignment of its employees in order to keep all phases of work under its control. If an employee of Contractor is unable to perform due to illness, resignation or other factors beyond Contractor’s control, Contractor shall use its best effort to provide suitable substitute personnel.

9. Waiver of Rights Any action or inaction by CSU or the failure of CSU on any occasion to enforce any right or provision of this Contract shall not be a waiver by CSU of its rights hereunder and shall not prevent CSU from enforcing such provision or right on any future occasion. CSU’s rights and remedies provided in this Contract shall not be exclusive and are in addition to any other rights and remedies provided by law.

10. Time Time is of the essence in the performance of this Contract.

11. Entire Contract This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and shall govern the respective duties and obligations of each party.

12. Appropriation of Funds

(a) If the term of this Contract extends into fiscal years subsequent to that in which it is approved such continuation of the

Contract is subject to the appropriation of funds for such purpose by the Legislature. If funds to effect such continued payment are not appropriated, Contractor agrees to take back any commodities furnished under the Contract and not yet paid for by CSU, terminate any future services and commodities to be supplied to the CSU under the Contract, and relieve the CSU of any further obligation therefore.

(b) CSU agrees that if provision (a) above is involved, commodities shall be returned to Contractor in substantially the same condition in which they were delivered, subject to normal wear and tear. CSU further agrees to pay for packing, crating, transportation to Contractor's nearest facility and for reimbursement to Contractor for expenses incurred for its assistance in such packing and crating.

13. Cancellation CSU has the right to cancel this Contract at any time and without future financial obligation upon thirty (30) days written notice to Contractor.

14. Termination for Default CSU may terminate the Contract and be relieved of the payment of any consideration to Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, the CSU may proceed with the work in any manner deemed proper by the CSU. The cost to the CSU shall be deducted from any sum due the Contractor under the Contract, and the balance, if any, shall be paid the Contractor upon demand.

15. Rights and Remedies of CSU for Default

(a) In the event any Deliverables furnished or services provided by Contractor in the performance of this Contract should fail to conform to the requirements herein, or to the sample submitted by Contractor, CSU may reject the same, and it shall thereupon become Contractor’s duty to forthwith reclaim and remove all nonconforming deliverables and correct the performance of services, without expense to the CSU, and to immediately replace all such rejected items with others conforming to the specifications or samples. Should Contractor fail, neglect, or refuse to do so, CSU shall thereupon have the right, but not the obligation, to purchase in the open market, in lieu thereof, a corresponding quantity of any such items and to deduct the cost of such cover from any moneys due or that may thereafter become due to Contractor.

(b) In the event Contractor fails to make prompt delivery of any item as specified in the Contract, the same conditions as to CSU’s right, but not obligation, to purchase in the open market and receive reimbursement from Contractor, as set forth in (a), above shall apply.

(c) In the CSU terminates this Contract, either in whole or in part, for Contractor’s default or breach, Contractor shall compensate CSU, in addition to any other remedy CSU may have available to it, for any loss or damage sustained and cost incurred by the CSU in procuring any items that Contractor agreed to supply.

(d) CSU’s rights and remedies provided above shall not be exclusive and shall be in addition to any other rights and remedies provided by law, equity or this Contract.

16. Warranty Contractor warrants that

(i) deliverables and services furnished hereunder will conform to the requirements of this Contract (including, without limitation, all descriptions, specifications, and drawings identified in the Statement of Work, if any), and

(ii) the deliverables will be free from defects in materials and workmanship. Where the parties have agreed to design specifications in the Statement of Work directly or by reference, Contractor warrants the deliverables shall provide all functionality required thereby.

17. Safety and Accident Prevention In performing work under this Contract on CSU premises, Contractor shall conform to all specific safety requirements contained in this Contract or as required by law or regulation. Contractor shall take all additional precautions as the CSU may reasonably require for safety and accident prevention purposes. Contractor’s violation of such rules and requirements, unless promptly corrected, shall constitute a material breach of this Contract.

18. Insurance Requirements The Contractor shall not commence Work until it has obtained all the insurance required in this Contract, and such insurance has been approved by the CSU.

(a) Policies and Coverage.

(1) The Contractor shall obtain and maintain the following policies and coverage:

(i) Comprehensive or Commercial Form General Liability Insurance, on an occurrence basis, covering Work done or to be done by or on behalf of the Contractor and providing insurance for bodily injury, personal injury, property damage, and contractual liability. The aggregate limit shall apply separately to the Work.

(ii) Business Automobile Liability Insurance on an occurrence basis, covering owned, hired, and non-owned automobiles used by or on behalf of the Contractor and providing insurance for bodily injury, property damage, and contractual liability. Such insurance shall include coverage for uninsured and underinsured motorists

(iii) Worker's Compensation including Employers Liability Insurance as required by law.

(2) The Contractor also may be required to obtain and maintain the following policies and coverage:

(i) Environmental Impairment Liability Insurance should the Work involve hazardous materials, such as asbestos, lead, fuel storage tanks, and PCBs.

(ii) Other Insurance by agreement between the Trustees and the Contractor.

(b) Verification of Coverage.

The Contractor shall submit original certificates of insurance and endorsements to the policies of insurance required by the

Contract to the Trustees as evidence of the insurance coverage. Renewal certifications and endorsements shall be timely filed by the Contractor for all coverage until the Work is accepted as complete. The Trustees reserve the right to require the Contractor to furnish the Trustees complete, certified copies of all required insurance policies.

(c) Insurance Provisions.

Nothing in these insurance provisions shall be deemed to alter the indemnification provisions in this Agreement. The insurance policies shall contain, or be endorsed to contain, the following provisions.

(1) For the general and automobile liability policies, the State of California, the Trustees of the California State

University, the University, their officers, employees, representatives, volunteers, and agents are to be covered as additional insureds.

(2) For any claims related to the Work, the Contractor’s insurance coverage shall be primary insurance as respects the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents. Any insurance or self-insurance maintained by the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents shall be in excess of the Contractor’s insurance and shall not contribute with it.

(3) Each insurance policy required by this section shall state that coverage shall not be canceled by either the Contractor or the insurance carrier, except after thirty (30) Days prior written notice by certified mail, return receipt requested, has been given to the Trustees.

(4) The State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents shall not by reason of their inclusion as additional insureds incur liability to the insurance carriers for payment of premiums for such insurance.

(d) Amount of Insurance.

(1) For all projects, the insurance furnished by Contractor under this Agreement shall provide coverage in amounts not less than the following, unless a different amount is stated in the Supplementary General Conditions:

(i) Comprehensive or Commercial Form General Liability Insurance--Limits of Liability $2,000,000 General Aggregate $1,000,000 Each Occurrence--combined single limit for bodily injury and property damage.

(ii) Business Automobile Liability Insurance-Limits of Liability $1,000,000 Each Accident-- combined single limit for bodily injury and property damage to include uninsured and underinsured motorist coverage.

(iii) Workers’ Compensation limits as required by law with Employers Liability limits of $1,000,000.

(2) For projects involving hazardous materials, the Contractor shall provide additional coverage in amounts not less than the following, unless a different amount is stated in the Supplementary General Conditions:

(i) Environmental Impairment (pollution) Liability Insurance-Limits of Liability $10,000,000 General Aggregate $ 5,000,000 Each Occurrence-- combined single limit for bodily injury and property damage, including cleanup costs.

(ii) In addition to the coverage for Business Automobile Liability Insurance, the Contractor shall obtain for hazardous material transporter services:

(a) MCS-90 endorsement

(b) Sudden & Accidental Pollution endorsement--Limits of Liability* $2,000,000 Each Occurrence $2,000,000 General Aggregate

*A higher limit on the MCS-90 endorsement required by law must be matched by the Sudden & Accidental Pollution Insurance.

With the Trustees’ approval, the Contractor may delegate the responsibility to provide this additional coverage to its hazardous materials subcontractor. When the Contractor returns its signed project construction phase agreement to the Trustees, the Contractor shall also provide the Trustees with a letter stating that it is requiring its hazardous materials subcontractor to provide this additional coverage, if applicable. The Contractor shall affirm in this letter that the hazardous materials subcontractor’s certificate of insurance shall also adhere to all CSU requirements. Further, this letter will provide that the subcontractor’s certificate of insurance will be provided to the Trustees as soon as the Contractor fully executes its subcontract with the hazardous materials subcontractor, or within 30 Days of the Notice to Proceed, whichever is less.

(e) Acceptability of Insurers.

Insurers shall be licensed by the State of California to transact insurance and shall hold a current A.M. Best’s rating of A:VII, or shall be a carrier otherwise acceptable to the University.

(f) Subcontractor’s Insurance.

Contractor shall ensure that its subcontractors are covered by insurance of the types required by this Contract, and that the amount of insurance for each subcontractor is appropriate for that subcontractor’s Work. Contractor shall not allow any subcontractor to commence Work on its subcontract until the insurance has been obtained, and approved by the CSU. Only the Contractor and its hazardous materials subcontractor(s) shall have the coverage for projects involving hazardous materials.

(g) Miscellaneous.

(1) Any deductible under any policy of insurance required in this Contract shall be Contractor’s liability.

(2) Acceptance of certificates of insurance by the Trustees shall not limit the Contractor’s liability under the Contract.

(3) In the event the Contractor does not comply with these insurance requirements, the Trustees may, at its option, provide insurance coverage to protect the Trustees. The cost of the insurance shall be paid by the Contractor and, if prompt payment is not received, may be deducted from Contract sums otherwise due the Contractor.

(4) If the Trustees are damaged by the failure of Contractor to provide or maintain the required insurance, the Contractor shall pay the Trustees for all such damages.

(5) The Contractor’s obligations to obtain and maintain all required insurance are non-delegable duties under this Contract.

(6) The Contractor’s liability for damages proximately caused by acts of God (as defined in Public Contract Code section 7105) and not involving Contractor negligence shall be limited to five percent of the Contract.

19. General Indemnity Contractor shall indemnify, defend, and hold harmless the State of California, Board of Trustees of the California State

University, CSU, and their respective officers, agents and employees from any and all claims and losses accruing or resulting to any other person, firm or corporation furnishing or supplying work, service, materials or supplies in connection with the performance of this Contract, and from any and all claims and losses accruing or resulting to any person, firm or corporation related to, arising out of or resulting from Contractor’s performance of this Contract.

20. Invoices Invoices shall be submitted, in arrears, to the address stipulated in the Contract. The Contract number must be included on the invoice. Final invoice shall be marked as such.

(a) In the event that additional services are required, the Contractor shall submit invoices in accordance with provisions herein.

(b) For work of a continuing nature, the Contractor shall submit invoices in arrears, upon completion of each phase.

Contractor shall be reimbursed for travel, subsistence and business expenses necessary for the performance of services pursuant to the Contract in accordance with CSU policy.

(c) Unless otherwise specified, the CSU shall pay properly submitted invoices not more than 45 days after

(i) the performance completion date of services; or

(ii) receipt of an undisputed invoice, whichever is later. Late payment penalties shall not apply to this

Contract.

(d) The consideration to be paid Contractor, as described within the Contract, shall be in full compensation for all of

Contractor’s expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided.

21. Document Referencing All correspondence, invoices, bills of lading, shipping memos, packages, etc., must show the Contract number. If factory shipment, the factory must be advised to comply. Invoices not properly identified with the Contract number and Contractor identification number may be returned to Contractor and may cause delay in payment.

22. Use of Data Contractor shall not utilize any non-public CSU information it may receive by reason of this Contract, for pecuniary gain not contemplated by this Contract, regardless whether Contractor is or is not under contract at the time such gain is realized.

CSU specific information contained in the report, survey, or other product developed by Contractor pursuant to this Contract is the property of CSU, and shall not be used in any manner by Contractor unless authorized in writing by CSU.

23. Confidentiality of Data

(a) Contractor acknowledges the privacy rights of individuals to their personal information that are expressed in the Information

Practices Act (California Civil Code Section 1798 et seq.) and in California Constitution Article 1, Section 1. Contractor shall maintain the privacy of personal information and protected data as confidential information. Contractor shall not use, disclose, or release confidential information contained in CSU records without full compliance with applicable state and federal privacy laws, and this Contract. Contractor further acknowledges and agrees to comply with 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 education records and information from student education records. Contractor shall maintain the privacy of confidential information and shall be financially responsible for any notifications to affected persons (after prompt consultation with CSU) whose personal information is disclosed by any security breach relating to confidential information resulting from Contractor’s or its personnel’s acts or omissions. Further, If so requested by CSU, Contractor shall be administratively responsible for providing such notification in the most expedient time possible consistent with the methods prescribed in California Civil Code 1798.29g and 1798.82g.

(b) Contractor further agrees that all financial, statistical, personal, technical and other data and information relating to CSU's operation designated “confidential” by CSU, and not otherwise subject to disclosure under the California Public Records Act, and made available to Contractor to perform this Contract or which become available to Contractor while performing this Contract, shall be protected by Contractor using the same level of care it takes to protect its own information of a similar nature, but in no event less than reasonable care. If required by a court of competent jurisdiction or an appropriate administrative body with legal authority to order the disclosure of confidential information or protected data, Contractor will notify CSU in writing prior to any such disclosure to give CSU an opportunity to oppose any such disclosure. Prior to any disclosure of confidential information as required by legal process, Contractor shall: (1) Notify CSU of any actual or threatened legal compulsion of disclosure, and any actual legal obligation of disclosure, immediately upon becoming so obligated; and

(c) Contractor shall cooperate with any litigation or investigation proceedings concerning protected data loss or other breach of Contractor’s obligations under this Contract. Any access, transmission, or storage of protected data outside the United States must be approved in writing by CSU in advance. Contractor’s failure to comply with any provision of this Section shall constitute a material breach of the Contract.

24. Information Security Requirements

(a) Contractor is required to comply with CSU Information Security Requirements as described in Rider A, Supplemental

Provisions for General Provisions for Service Acquisitions, attached hereto and by reference made a part of this agreement.

(b) Information Security Plan Contractor is required to maintain an Information Security Plan sufficient to protect the sensitive and/or confidential CSU data to which they have access. Requirements for the Information Security Plan are described in Rider A.

(c) Personal Security Requirements Contractor shall require all its affiliates and subcontractors, as a condition to their engagement, to agree to be bound by provisions substantially the same as those included in this Agreement related to information security matters only.

Contractor shall not knowingly permit a representative or subcontractor to have access to CSU records, confidential data, or premises of the CSU when such representative or subcontractor has been convicted of a felony.

25. Patent, Copyright, and Trade Secret Indemnity

(a) Contractor shall indemnify, defend, and hold harmless the State of California, Board of Trustees of the California State

University, CSU, and their respective officers, agents, and employees (collectively referred to as CSU), from any and all third party claims, costs (including without limitation reasonable attorneys’ fees), and losses for infringement or violation of any Intellectual Property Right, domestic or foreign, by any product or service provided hereunder. With respect to claims arising from computer Hardware or Software manufactured by a third party and sold by Contractor as a reseller, Contractor will pass through to CSU, in addition to the foregoing provision, such indemnity rights as it receives from such third party (“Third Party Obligation”) and will cooperate in enforcing them; provided that if the third party manufacturer fails to honor the Third Party Obligation, Contractor will provide CSU with indemnity protection.

(i) CSU will notify Contractor of such claim in writing and tender its defense within a reasonable time; and (ii)Contractor will control the defense of any action on such claim and all negotiations for its settlement or compromise, except when substantial principles of government or public law are involved, when litigation might create precedent affecting future CSU operations or liability, or when involvement of the CSU is otherwise mandated by law. In such case no settlement shall be entered into on behalf of CSU without CSU’s written approval.

(b) Contractor may be required to furnish CSU a bond against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement.

(c) Should the Deliverables or Software, or the operation thereof, become, or in the Contactor’s opinion are likely to become, the subject of a claim of infringement or violation of a Intellectual Property Right, whether domestic or foreign, CSU shall permit Contractor at its option and expense either to procure for CSU the right to continue using the Deliverables or

Software or to replace or modify the same so they become non-infringing, provided they comply with Contract and performance requirements and/or expectations. If neither option can reasonably practicable or if the use of such Deliverables or Software by CSU shall be prevented by injunction, Contractor agrees to take back such Deliverables or Software and use its best effort to assist CSU in procuring substitute Deliverables or Software at Contractors cost and expense. If, in the sole opinion of CSU, the return of such infringing Deliverables or Software makes the retention of other Deliverables or Software acquired from Contractor under this Contract impracticable, CSU shall then have the option of terminating this Contract, or applicable portions thereof, without penalty or termination charge. Contractor agrees to take back such Deliverables or Software and refund any sums CSU paid Contractor less any reasonable amount for use or damage.

(d) Contractor certifies it has appropriate systems and controls in place to ensure State funds will not be used in the performance of this Contract for the acquisition, operation or maintenance of computer Software in violation of copyright laws.

26. Rights in Work Product All inventions, discoveries, intellectual property, technical communications and records originated or prepared by Contractor pursuant to this Contract, including papers, reports, charts, computer programs, and other Documentation or improvements thereto, and including Contractor's administrative communications and records relating to this Contract (collectively, the "Work Product"), shall be Contractor's exclusive property. The provisions of this section may be revised in a Statement of Work. The provisions of this sub-section a) may be revised in a Statement of Work. However, all finished product or deliverables required under this contract shall be the exclusive property of the CSU and may be used at CSU’s discretion.

27. Examination and Audit For contracts in excess of $10,000, Contractor shall be subject to the examination and audit by

(a) the Office of the University Auditor, and

(b) the Bureau of State Audits, for a period of three (3) years after final payment under the Contract. 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. Note: Authority Cited: Government Code Section 8546.7; Education Code Section 89045(c&d), respectively.

28. Dispute Any dispute arising under or resulting from this Contract that is not resolved within 60 days of time by authorized representatives of Contractor and CSU shall be brought to the attention of Contractor’s Chief Executive Officer (or designee) and CSU’s Chief Business Officer (or designee) for resolution. Either Contractor or CSU may request that the CSU Vice Chancellor, Business and Finance (or designee) participate in the dispute resolution process to provide advice regarding CSU contracting policies and procedures. If this informal dispute resolution process is unsuccessful, the parties may pursue all remedies not inconsistent with this Contract. Despite an unresolved dispute, Contractor shall continue without delay in performing its responsibilities under this Contract. Contractor shall accurately and adequately document all service it has performed under this Contract.

29. Conflict of Interest CSU requires a Statement of Economic Interests (California Form 700) to be filed by any Consultant (or Contractor) who is involved in the making or participation in the making of decisions which may foreseeably have a material effect on any CSU financial interest.

30. Follow-On Contracts

No person, firm, or subsidiary thereof who has been awarded a contract for Consulting Services or providing Direction (as provided below) may submit be awarded a contract for the provision of services, or any other related action that is required, suggested, or otherwise deemed appropriate in the end product of the consulting services contract.

(a) If Contractor or its affiliates provides Consulting and Direction, Contractor and its affiliates:

(i) shall not be awarded a subsequent Contract to supply the service or system, or any significant component thereof, that is used for, or in connection with, any subject of such Consulting and Direction; and

(ii) shall not act as consultant to any person or entity that does receive a Contract described in sub-section (i). This prohibition will continue for one (1) year after termination of this Contract or completion of the Consulting and Direction, whichever is later.

(b) “Consulting and Direction” means services for which Contractor received compensation from CSU and includes:

(i) development of, or assistance in the development, of work statements, specifications, solicitations, or feasibility studies;

(ii) development or design of test requirements;

(iii) evaluation of test data;

(iv) direction of or evaluation of another Contractor;

(v) provision of formal recommendations regarding the acquisition of products or services; or

(vi) provisions of formal recommendations regarding any of the above. For purposes of this Section, “affiliates” are employees, directors, partners, joint venture participants, parent corporations, subsidiaries, or any other entity controlled by, controlling, or under common control with Contractor. Control exists when an entity owns or directs more than fifty percent (50%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority.

(c) Except as prohibited by law, the restrictions of this Section will not apply:

(i) to follow-on advice given by vendors of commercial off-the-shelf products, including Software and Hardware, on the operation, integration, repair, or maintenance of such products after sale; or

(ii) where CSU has entered into a Contract for Software or services and the scope of work at the time of Contract execution expressly calls for future recommendations among the Contractor’s own products.

(d) The restrictions set forth in this Section are in addition to conflict of interest restrictions imposed on public Contractors by

California law (“Conflict Laws”). In the event of any inconsistency, such Conflict Laws override the provisions of this Section, even if enacted after execution of this Contract.

31. Endorsement Nothing contained in this Contract shall be construed as conferring on any party, any right to use the other party’s name as an endorsement of product/service or to advertise, promote or otherwise market any product or service without the prior written consent of the other party. Furthermore nothing in this Contract shall be construed as endorsement of any commercial product or service by the CSU, its officers or employees.

32. Covenant Against Gratuities Contractor shall warrant that no gratuities (in the form of entertainment, gifts, or otherwise)…