CI-268_CSUCI_Field_Trip_Charter_RFP_final.pdf

California State University Channel Islands

REQUEST FOR PROPOSAL

Field Trip Charter & Transportation Services (Multi-Year Contract)

RFP # CI-268

09/08/2025

Issue Date: 09/08/2025

Proposal Due Date: 10/01/2025 by 2:00 PM (PST)

Contact: Daniel Brown, Contract Specialist

Email: daniel.brown@csuci.edu

Purpose

The Trustees of the California State University on behalf of California State University Channel Islands (CSUCI, CSU, or University) are soliciting proposals from qualified Southern California based charter transportation providers to support university-sponsored academic and co-curricular field trips on an as needed basis. CSUCI seeks to award up to three (3) vendors to provide reliable, safe, cost-effective transportation services on an as needed basis. Trips are typically within Southern California and occur approximately 20–30 times per academic year. CSUCI intends to enter into a three-year fixed pricing agreement, with the option to extend for two additional years, subject to performance, funding, and mutual agreement.

Submission of Proposal To be considered responsive to this RFP, the Proposer must submit a Proposal via Planet Bids by 2PM on October 1, 2025. The Proposer is solely responsible for ensuring delivery no later than the date and time specified. Late Proposals will not be considered.

Proposers who fail to comply with any of the submittal requirements of this RFP, including but not limited to, addenda, required exhibits, required forms, and/or failure to submit a response to CSUCI by the listed Closing Date and Time will have their proposal declared non-responsive and will not be considered for award.

mailto:daniel.brown@csuci.edu

Planet Bids E-Bidding Platform Instructions:

All proposals and attachments must be submitted electronically in Adobe PDF format and uploaded to the Planet Bids E-Bidding Platform, via the general attachments tab, by the deadline listed above. Any late proposals will be rejected. Proposals submitted outside of Planet Bids shall be rejected.

Planet Bids New Vendor Registration: https://www.csuci.edu/financial-services/procurement/vendor-information/vendor-info.htm

Proposals must be submitted sufficiently in advance of the specified proposal closing date and time.

CSUCI assumes no responsibility for delay of electronic submittal. Any bid proposal received after this deadline will be rejected. Submittal of proposal by any other means or to any other delivery location is not acceptable. Paper submission of proposals shall not be accepted, and proposers must use the University electronic bid platform to submit their proposal. Emailing of proposals will not be accepted and the proposal will be deemed non-responsive and will remain unopened. This is a mandatory requirement and will not be waived by CSUCI.

RFP Questions, Inquiries, and Responses

Any questions, interpretations or clarifications of this RFP must be requested via Planet Bids via the Q&A module and received by the University before 2PM on September 22, 2025. Questions that are emailed or mailed will not be addressed. CSUCI shall not be responsible or bound by oral conversations or interpretations.

All responses from CSUCI will be provided via Planet Bids, either in the form of a direct reply to the specific question or an addendum. Both methods will generate an automatic notification email from Planet Bids which will be sent to all registered bidders (Prospective Bidders in Planet Bids) for this RFP event.

CSUCI may exercise its option to not reply to Proposer inquiries; therefore, Proposers should be prepared to submit their proposal based on the information included in the RFP

All published responses and addenda shall be considered as part of the contents of this RFP.

Contract Award

The University intends to award a contract to a qualified Proposer who is responsive to all requirements of the RFP and who receives the highest overall number of points. The University shall award based on what is deemed in the best interest of the University. All or partial services may be awarded. Items may be awarded to more than one supplier (up to three total).

The highest evaluated/scoring proposer (contractor) in this process shall be awarded a contract for field trip charter shuttle service transportation services, in accordance with the requirements defined throughout this RFP.

https://www.csuci.edu/financial-services/procurement/vendor-information/vendor-info.htm https://www.csuci.edu/financial-services/procurement/vendor-information/vendor-info.htm

The University reserves the right to ask follow up questions prior to the scoring process and/or contract award for proposal clarification purposes. All requirements and questions in the RFP shall be addressed, and all requested information shall be supplied. The University reserves the right to request additional information, which in the University’s opinion is necessary to ensure that the Proposer’s competence, number of qualified employees, and business organization are adequate to perform services according to the contract and RFP.

Term of Agreement:

Three (3) years, with two (2) one year renewal options at CSUCI’s discretion. CSUCI is requesting fixed pricing for three (3) years. Any price increases in subsequent years must be mutually agreed upon by both parties in writing.

CSU Terms and Conditions of Purchase By submitting a proposal to California State University Channel Islands proposer has acknowledged and agreed to contract under the CSU Terms and Conditions of Purchase. There will be no negotiations on this matter.

Acceptance of SOW In compliance with this Request for Proposal and to all the conditions imposed therein, and hereby incorporated by reference, the proposer offers and agrees to furnish the services in accordance with the signed proposal or as mutually agreed upon by subsequent negotiations.

Price Negotiations Prior to contract award, the University reserves the right to negotiate a final price with the highest scoring proposer. The proposer should provide academic, higher education, State of CA, and/or CSU system discounted pricing as appropriate.

Rejection of Proposals/Cancellation of RFP CSUCI reserves the right to reject all proposals and cancel the RFP. CSUCI also reserves the right to make any scheduling changes deemed necessary to this RFP process. The award, if any, will be to the proposer whose proposal best complies with all the requirements of the RFP document, Scope of Work (SOW), and all RFP related documentation and therefore has the highest rating from the review committee. A "Notice of Intent to Award" will be sent via email to all proposers that have participated in this event.

Subcontracting Subcontracting the contracted work to other companies is prohibited and is grounds for proposal disqualification or contract termination.

Potential bidders are requested to submit to California State University, Channel Islands, Procurement and Contract Services Department, proposals which will meet or exceed the needs of the University.

Proposals shall be submitted in accordance with the RFP proposal general requirements, submittal instructions, addenda, and all attachments hereby incorporated in the proposal as follows:

Attachment A: California State University Terms and Conditions of Purchase

Attachment B: Specification of Compliance (To submit with proposal)

Attachment C: Bidder Declaration (To submit with proposal)

1. Submission of Bids and Proposals

a. Proposals must be submitted electronically via the Planet Bids E-bidding Platform

b. Proposers are hereby notified not to submit a paper bid or proposal. It will not be accepted.

c. Proposers must clearly identify the information listed below: Name of Proposer:

RFP Number: CI- 268

RFP Description: Field Trip Charter & Transportation Services

Date & Time Proposal is Due: October 1, 2025 at 2:00pm PST.

d. No telephone, email, or facsimile proposals will be considered. Proposals received after the time and date for closing will be considered non-responsive.

e. Proposals or partial bids, and modifications or corrections thereof received after the closing time specified will not be considered.

f. The Proposer is solely responsible for ensuring that their Proposals is submitted sufficiently in advance of the specified proposal closing date and time. California State University, Channel Islands assumes no responsibility for delay of submittal. Any Proposal received after the deadline will be rejected.

g. By submitting a proposal, Contractor agrees to accept and to be bound by California State University, Terms and Conditions of Purchase (Attachment “A”). This shall include all of the representations, in the contract that correlates to this RFP. There will be no negotiations on this matter.

h. Proposals that are not signed may be rejected.

i. Any person, firm, corporation or association submitting a proposal shall be deemed to have read and understood all the terms, conditions and requirements in the specifications/scope of work.

j. By submitting a proposal for this RFP, the proposer agrees to enter into an agreement in accordance with the terms and conditions stated in the RFP as well as all issued campus responses and addenda.

2. Authority to Solicit

No department, school, or office at the University has the authority to solicit or receive official proposals other than the CSUCI Procurement & Contract Services Department.

3. Withdrawal of Proposal

A proposal may be withdrawn after its submission by written or email request signed by the proposer or authorized representative, prior to the time and date specified for proposal submission. Proposals may be withdrawn and resubmitted in the same manner if done so before the proposed submission deadline. Withdrawal or modification offered in any other manner will not be considered.

4. Cancellation of Solicitation

This solicitation does not obligate the University to enter into an agreement. The University retains the right to cancel this RFP at any time, should the project be cancelled or extensively delayed, the University loses the required funding, or it is deemed in the best interest of the University. No obligation either expressed or implied, exists on the part of the University to make and award or to pay any cost incurred in the preparation or submission of a bid or proposal.

5. Proposer’s Cost

Costs for developing bids are entirely the responsibility of the Proposer and shall not be chargeable to the University.

6. Proposal Content and Format

- Cover Letter: Authorized signature, intent to comply, acknowledgment of addenda.

- Table of Contents: Table of Contents shall be included in the Proposal.

- Company Profile: Years in operation, fleet summary, financial stability.

- Relevant Experience: Higher education/institutional references (min 3).

- Service Plan: Dispatch availability, vehicle maintenance, safety processes, emergency planning.

-Customer Service Approach: Please define your customer service approach.

-Staff Resources: Please provide available staff resources that can be utilized during the contract period.

-Driver Experience: List dedicated driver experience

- Fleet Details: Vehicle types, capacities, amenities, ADA features, emissions compliance.

- Pricing Proposal: Flat, hourly, and hybrid; rates by vehicle type; overtime, cancellation, surcharges. Please list and provide all fees related to service.

- Certifications & Insurance: Proof of insurance to meet CSU insurance requirements ($5M auto liability, $2M GL, statutory WC).

- Required Forms:

*Attachment B- Specification of Compliance

* Attachment C – Bidder Declaration (SB/DVBE certification & subcontractor info)

6. Evaluation Method and Selection Criteria

All proposals shall be reviewed to verify the Proposer has met the RFP submission requirements.

Proposals that have not followed the rules, do not meet minimum content or requirements and quality standards, take unacceptable exceptions to Attachment A or are non-responsive to the required responses in this RFP will be eliminated from further consideration.

Proposals determined to have met the RFP requirements will be reviewed and evaluated by a California State University, Channel Islands Evaluation Team. As a part of this review, the University may require proposing firms to clarify the information submitted. This clarification process may be conducted through email correspondence or through an interview with the California State University, Channel Islands Evaluation Team remotely, or in person.

Responsive Proposers may be required to give oral presentations to the University as part of the evaluation process. The purpose of presentation is to give bidders an opportunity to demonstrate their ability to perform the scope of work defined in this RFP and clarify outstanding issues. It is in the proposing firm’s best interests to submit a thorough and complete proposal and do not depend on the presentation process to provide additional information.

Proposals will be scored on the evaluation criteria listed below in the Evaluation Criteria section.

7. Completion of Proposal

Responses to the RFP shall be complete in all respects as required by this solicitation. A submission may be rejected if conditional or incomplete, or if it contains any alterations or other irregularities of any kind and will be rejected if any such defect or irregularity could have materially affected the quality of the submission. Documents which contain false or misleading statements, or which provide references that do not support an attribute or condition claimed by the Proposer, may be rejected. Statements made by a Proposer shall also be without ambiguity, and with adequate elaboration, where necessary, for clear understanding. Costs for developing Proposals are entirely the responsibility of the Proposers and shall not be chargeable to the California State University, Channel Islands.

8. Schedule of Events

Event Date/Time RFP Posted September 08, 2025 Last Day for Submission of Questions September 22, 2025 by 2:00pm Deadline for Proposal Submission October 1 2025 by 2:00pm Notice of Intent to Award Early October Contract Award Mid-October Anticipated Service Start Date Starting November 2025 (on an as needed basis).

9. Scope of Work

Overview: The selected vendor(s) shall provide charter bus and van transportation for CSUCI-sponsored academic and co-curricular field trips on an as needed basis, supporting the University’s educational and extracurricular programs. Services are required on an as-needed basis, 20–30 trips per academic year (estimated). The trips will take throughout the Academic year August–May, with occasional summer trips. Trips primarily originate from the CSUCI campus in Camarillo, Ventura County, and are typically within Southern California (e.g., Los Angeles, Santa Barbara, San Diego), but may extend to other California regions (e.g., San Francisco, Sacramento) for specialized academic or athletic events.

Primary Pick-Up Location:

CSU Channel Islands Campus

1 University Dr.

Camarillo, CA 93012

Ventura County

Map of Campus: https://maps.csuci.edu/index.htm https://maps.csuci.edu/index.htm

Primary Drop off Locations (common examples):

Other CSU or UC Campuses in Southern California

Southern California Museums, exhibits, performances, etc.

Southern California Events, conferences, or social gatherings.

Other Southern California Destination Points

Possible travel to Central and Northern California (rare occurrence)

• CSUCI Main Campus:

1 University Dr., Camarillo, CA 93012 Designated Pick-Up/Drop-Off Point: Bell Tower East Parking Lot (Lot A1), adjacent to the Bell Tower, centrally located for accessibility to academic buildings and student housing.

o Coordinates: Near the intersection of Santa Barbara Ave. and Camarillo St.

o Rationale: Lot A1 provides ample space for bus and van staging, is ADA-accessible, and is near major campus facilities.

Alternate Pick-Up Locations at Main Campus (as needed, based on event requirements):

• South Quad Lot (Lot A3): Near the Student Union and academic buildings, suitable for smaller groups or van pick-ups.

• North Lot (Lot A9): Adjacent to University Glen housing, for trips involving residential students or faculty.

• Aliso Hall Circle: For quick pick-ups near administrative and academic buildings, suitable for smaller vans.

• Housing and Residential Education (HRE) Building: For pickups of HRE Dorm staff and/or students.

• Broome Library

• Sage Hall

• Etc.

Service Requirements:

• Vehicle Types:

o Full-size charter buses (40–56 passengers, equipped with restrooms, Wi-Fi, power outlets, and climate control or comparable).

o Smaller Charter buses (15-10 passengers equipped with restrooms, Wi-Fi, power outlets, and climate control or comparable).

o Vans (10–15) passengers, equipped with seat belts and climate control).

• Vehicle Standards:

o All vehicles must be clean, well-maintained, and compliant with California Air Resources Board (CARB) emissions standards.

o Vehicles must meet ADA requirements, including wheelchair lifts or ramps and security systems.

o Buses must be no older than 10 years, and vans no older than 7 years, to ensure reliability and safety.

• Driver Requirements:

o Drivers must hold valid commercial driver’s licenses (CDL) with passenger endorsements.

o School Pupil Activity Bus (SPAB) certification is required for trips involving student groups, per California regulations.

o Drivers must undergo background checks and regular safety training.

• Scheduling, Reservations, & Support:

o Vendors must support advance scheduling (minimum 14 days’ notice) and provide emergency backup vehicles within 2 hours of notification.

o A dedicated customer service representative must be available to CSUCI for scheduling and issue resolution within a 24 hour period.

o Vendor shall utilize a streamline, simple, and efficient reservation booking system via phone or online.

o The reservation policy and process shall be clearly defined in the proposal o Customer service shall be provided throughout the reservation process to the CSUCI reservation holder (if needed) o Vendor shall accommodate the CSUCI reservation holder (within reason) for reservation needs.

• Customer Service:

o A dedicated customer service representative must be available for service issue resolution within a 24-hour time period.

• Safety and Compliance:

o Compliance with all California Public Utilities Commission (CPUC), Department of Motor Vehicles (DMV), California Highway Patrol (CHP), and U.S. Department of Transportation (DOT) regulations.

o Compliance with CSU safety policies, including pre-trip and post-trip vehicle inspections.

• Invoicing:

o Provide itemized invoices per trip or monthly, detailing vehicle type, trip duration, mileage, and any additional fees (e.g., fuel surcharges, overtime).

• Field Trip Charter Logistics:

o Trips may range from short local excursions (e.g., Ventura County museums, Channel Islands National Park) to multi-day trips across California (e.g., academic conferences in San Francisco).

o Vendors must accommodate flexible pick-up/drop-off times, including early mornings, evenings, or weekends, based on trip schedules.

• Sustainability:

o Preference for vendors using low-emission or alternative-fuel vehicles to align with CSUCI’s sustainability goals.

• Cancellation Policy o Vendor shall have a flexible cancellation policy o Vendor shall not charge cancellation fees for reservations that are cancelled by CSUCI

• Communication o Vendor shall provide notify the CSUCI reservation holder at least 14 days in advance for any changes made to reservations.

• Reservation Deposits o Due to CSUCI being a state entity, we cannot provide any upfront deposits for reservations.

Please see below for payment terms.

• Payment Terms- Net 30 upon successful completion of services and the approval of the provided invoice post service. See CSU Terms and Conditions of Purchase for further information.

• Invoicing o Invoices shall be sent electronically via email to the CSUCI Accounts Payable Department with the CSUCI reservation holder copied on the email.

EVALUATION CRITERIA

All proposals shall be reviewed to verify that the Proposer has met the minimum requirements.

Proposals that have not complied with the requirements, or do not meet minimum content and quality standards, may be eliminated from further consideration at the discretion of the University. Proposals will be reviewed and evaluated by an evaluation committee.

Scoring Rubric

This RFP will be evaluated using the weighted scoring below. Based upon how well the vendor’s proposal addressed each criterion, the evaluator assigns a score then multiplies the points by the designated weight to get the total weighted points for the item.

Criteria Weight Points Description

Experience with Field Trip Charter Transportation Services /Higher Education

25% 50

Evaluates the proposer’s experience providing transportation for higher education institutions or similar field trip programs. Scoring considers the number, scale, and relevance of past contracts (minimum 3 references required), with emphasis on CSU or similar academic clients and trips beyond Ventura County. Higher scores for demonstrated success in managing 20+ trips annually and handling diverse destinations (e.g., local and statewide).

Fleet Capabilities and Safety 25% 50

Assesses the quality, capacity, and condition of the proposer’s fleet (buses and vans), including ADA compliance, emissions standards, and amenities (e.g., Wi-Fi, restrooms). Safety is evaluated based on driver qualifications (CDL, SPAB certification), maintenance records, and compliance with CPUC, DMV, CHP, and DOT regulations.

Higher scores for modern fleets (vehicles ≤10 years old for buses, ≤7 for vans) and robust safety protocols.

Pricing and Cost Structure 25% 50

Evaluates competitiveness and clarity of pricing, including hourly/daily rates, fuel surcharges, and other fees (e.g., overtime, cancellation). Scoring favors cost-effective proposals with academic or CSU discounts, transparency in cost breakdowns, and fixed pricing stability for three years. Lower scores for ambiguous or high-cost proposals.

Criteria Weight Points Description

Understanding of SOW Service and Support Approach

15% 30

Assesses the proposer’s operational plan, including dispatch availability (24/7), emergency vehicle response (within 2 hours), and a dedicated point of contact. Higher scores for detailed plans addressing scheduling flexibility, trip coordination, and customer service, particularly for trips outside Ventura County.

References/Past Performance 10% 20

Evaluates feedback from references (minimum

3) on reliability, timeliness, safety, and customer satisfaction. Higher scores for consistent positive feedback from higher education or institutional clients with similar scope (e.g., academic field trips, multi-day trips).

TOTAL 200

• Certified Small Business (SB/MB): 5% bid preference (10 points) for proposers with valid DGS Office of Small Business and DVBE certification.

• Certified Disabled Veteran Business Enterprise (DVBE): 5% bid preference (10 points) for proposers with valid DGS certification.

• Total possible points with incentives: 220 points (200 base + 20 for SB/DVBE).

Evaluation Process:

1. Initial Screening: Proposals are reviewed for completeness, compliance with submission requirements, and responsiveness to RFP terms.

2. Scoring: The Evaluation Team scores proposals based on the above criteria, using documentation, references, and clarifications (if requested).

3. Clarifications/Presentations: Top proposers may be invited for interviews or oral presentations to clarify capabilities or demonstrate expertise.

4. Final Selection: The highest-scoring proposers (up to three) are selected, subject to price negotiations and final contract approval.

CSU Terms and Conditions of Purchase Page 1 of 21 Rev. 8/1/2024

CALIFORNIA STATE UNIVERSITY

TERMS AND CONDITIONS OF

PURCHASE

1. Contract

These California State University Terms and Conditions of Purchase (“Terms and Conditions”) are made part of that certain Contract for Purchase of Goods, Software, or Services with the contract number written above (“Contract”), made by and between the contractor named in such Contract (“Contractor”) and The Trustees of the California State University (“CSU” or “University”). CSU and Contractor are individually referred to herein as a “Party”, and together referred to as the “Parties”. Terms that are Capitalized in these Terms and Conditions shall have the same meaning as those terms are defined in the Contract. If no contract number is written above, the equipment, material, or supplies (“Goods”), software, software as a service, platform as a service, or online subscriptions (“Software”) or services (“Services”) furnished by Contractor, and covered by a CSU Purchase Order or other agreement, are governed by these Terms and Conditions, which shall take precedence over any other terms and conditions.

Written acceptance or shipment of all or any portion of the Goods or Software, or the performance of all or any portion of the Services, will constitute Contractor’s unqualified acceptance of the Terms and Conditions. Unless otherwise agreed in writing, the terms of any proposal referred to in the Contract are included and made a part of the Contract only to the extent the proposal specifies the Goods, Software, or Services ordered, the price, and the terms of delivery, and then only to the extent that those terms are consistent with the terms and conditions of the Contract.

2. General

2.1 Commencement of Work

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

2.2 Entire Contract

This Contract, together with its riders, attachments, and exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall govern the respective rights and obligations of each Party. All prior agreements, representations, inducements, and negotiations, and any and all existing contracts previously executed between the parties with respect to this subject matter, are superseded hereby. This Contract also supersedes all click-through, click-wrap, shrink-wrap, Terms of Use, Terms of Service, or other End User License Agreements, all of which are null and void. CSU rejects any different or additional terms without prior written consent from an authorized CSU officer or employee.

2.3 No Oral Modifications or Understandings

No alteration or modification of the Contract shall be valid unless made in writing and signed by the Parties, and no oral understanding or agreement not incorporated in writing in the Contract shall be binding on any of the Parties.

Contract Number:

Attachment A

CSU Terms and Conditions of Purchase Page 2 of 21

2.4 Severability

Contractor and CSU agree that the terms of this Contract are severable. If any provision of this Contract is found to be illegal or unenforceable, such provision shall be deemed stricken and the remainder of the Contract shall remain in full force and effect. Any Party having knowledge of such provision shall promptly inform the other of the presumed non-enforceability of such provision. Should such 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 the Parties, to the maximum extent reasonable.

2.5 Governing Law and Choice of Venue

This Contract shall be construed in accordance with and governed by the laws of the State of California. Any action brought by any Party hereto shall be brought in a court of competent jurisdiction within the State of California.

2.6 Independent Status

Contractor and its employees, 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 Workers Compensation Insurance, in no event shall Contractor or its employees, agents, or subcontractors be entitled to unemployment or workers’ compensation benefits from CSU.

2.7 Personnel

Contractor maintains the sole right to determine the assignment of its employees 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. If services are provided under this Contract, Contractor warrants that its staff, which is assigned to performing work under this Contract, is legally able to perform such duties in the country where the work is being performed.

2.8 Assignments

Neither Party shall assign this Contract, in whole or in part, without the other Party’s written consent, which shall not be unreasonably withheld.

2.9 No Waiver of Rights

Any action or inaction by a Party or the failure of a Party on any occasion to enforce any right or provision of this Contract shall not be deemed a waiver by such Party of its rights hereunder, and shall not prevent such Party from enforcing such provision or right on any future occasion. A Party’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.

2.10 Time

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

2.11 Material Change of Circumstances

The terms of this Contract are based on conditions in existence on the date that Contractor commences performance. In the event of a material change in the conditions that adversely affects the ability of Contractor to perform its obligations, Contractor shall reasonably cooperate with CSU to minimize the impact from such change in conditions on Contractor’s performance and shall, if requested by CSU, negotiate in good faith to adjust the terms of this Contract on a mutually agreeable basis to address the impact of such material change in conditions.

This provision shall not limit CSU’s ability to avail itself of any rights or remedies provided to CSU by law, equity, or any other term of this Contract.

2.12 Prevailing Wage

In the event that prevailing wage requirements apply to the Contracted Work, Contractor shall pay employees the current prevailing rate wages for any work performed under this Contract in accordance with California Labor Code section 1720.

CSU Terms and Conditions of Purchase Page 3 of 21

2.13 Contractor's Power and Authority

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

2.14 Sovereign Immunity

Notwithstanding anything herein to the contrary, nothing in this Contract shall be deemed a waiver of sovereign immunity of the State of California or of CSU.

2.15 Headings

Headings in this document are for convenience of reference only, and shall not be used in the interpretation of this Contract.

3. Termination and Remedies

3.1 Termination for Convenience

CSU may terminate this Contract at any time for any or no reason and without future financial obligation upon thirty (30) days written notice to Contractor. Upon notice of termination pursuant to this section, if directed by CSU Contractor shall immediately stop all work and cause its suppliers and/or subcontractors to immediately cease their work related to this Contract. Contractor shall be paid for Contracted Work performed in accordance with the Contract, prior to the notice of termination or such date that CSU has directed to stop work. In no event shall Contractor be paid for costs incurred or Services performed after receipt of notice of termination, or, if later, the date Contractor is directed to stop work.

3.2 Termination for Default

CSU may terminate the Contract and be relieved of the payment of any consideration to Contractor if Contractor fails to comply with any material term or condition of the Contract. Late performance, or delivery of Contracted Work that is defective or does not conform to the requirements of the Contract, shall, without limitation, be causes allowing CSU to terminate for default. In the event of such termination, CSU may proceed with the Contracted Work in any manner deemed proper by CSU. The cost to CSU of procuring substitute goods, services, or software shall be deducted from any sum due to the Contractor under the Contract for Contractor’s prior satisfactory performance.

3.3 CSU’s Rights and Remedies for Contractor’s Default

(a) Defective Contracted Work. In the event any Contracted Work provided by Contractor in the performance of this Contract fails to conform to the requirements herein, CSU may reject the same. It shall thereupon become Contractor’s duty forthwith to reclaim and remove all nonconforming deliverables and correct the performance of Services at no expense to CSU, and to immediately replace all such rejected items and/or work with others conforming to the requirements of this Contract. 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 or services, and to deduct the cost of such cover from any moneys due or that may thereafter become due to Contractor;

or, if applicable, CSU shall have the right to complete all or any part of the Statement of Work, and charge its expense of completing the service/work to Contractor and to deduct from any moneys due or that may thereafter become due to Contractor the difference between the price named in the Contract and the actual cost to CSU.

(b) Late Delivery. In the event Contractor fails to make prompt delivery of any Good, Software, or Service as specified in this Contract, CSU shall have the same rights, but not obligations, as set forth in subsection (a)

CSU Terms and Conditions of Purchase Page 4 of 21 above to purchase replacement items or services in the open market and to deduct the cost of such cover from any moneys due or that may thereafter become due to Contractor.

(c) Termination for Default. In the event that 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 that CSU may have available to it, for any loss or damage sustained and cost incurred by CSU in procuring any items or services that Contractor agreed to supply.

(d) Rights and Remedies Not Exclusive. CSU's rights and remedies provided in this section shall not be exclusive and shall be in addition to any other rights and remedies provided by law, equity, or this Contract.

3.4 Dispute

Any dispute arising under or resulting from this Contract that is not resolved within sixty (60) days 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.

3.5 Force Majeure

(a) Liability. Neither Party shall be liable for any failure to perform its obligations under this Contract for the period of time that it is prevented, hindered, or delayed in performing those obligations by circumstances beyond its control, including, but not limited to, fire, strike, war, riots, acts of terrorism, disaster, acts of God, acts of any governmental authority, communicable disease outbreak, epidemic or pandemic, quarantines, unavailability or shortages of labor, materials, or equipment, disruption of transportation, or any other comparable event beyond the control of the Party whose performance is affected (each, a “Force Majeure Event.”). For the avoidance of doubt, Force Majeure shall not include (a) financial distress or the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.

(b) Notice. The Party claiming Force Majeure shall, as soon as reasonably practicable after the occurrence of a Force Majeure Event, provide written notice to the other Party of the nature, extent, and expected duration of the Force Majeure Event and use its diligent efforts to mitigate the effects of the Force Majeure Event upon such Party’s performance under this Contract, it being understood that upon completion of the Force Majeure Event, the Party whose performance was affected must, as soon as reasonably practicable, recommence the performance of its obligations under this Contract.

(c) Force Majeure Remedies. Notwithstanding any other term in this Contract, including, but not limited to, the foregoing subsections of this term, during the period of a Force Majeure Event affecting performance by Contractor, in addition to any other remedies permitted by law or this Contract, CSU may elect to do all or any of the following:

(1) suspend the Contract between CSU and Contractor for the duration of the Force Majeure Event and be relieved of any payment obligation for Contracted Work not delivered or accepted due to the Force Majeure Event;

(1) obtain elsewhere the Contracted Work not delivered or accepted due to the Force Majeure Event;

(2) extend the time for Contractor’s performance by a period equal to the duration of the Force Majeure

Event; or

(3) terminate the Contract between CSU and Contractor as to any Contracted Work not already received

CSU Terms and Conditions of Purchase Page 5 of 21 with no further financial obligation if the Force Majeure Event continues to exist for more than thirty

(30) days.

4. Indemnity

4.1 General Indemnity

Contractor shall indemnify, defend, and hold harmless the State of California, 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.

4.2 Patent, Copyright, and Trade Secret Indemnity

(a) Indemnification. Contractor shall indemnify, defend, and hold harmless the State of California, CSU, and their respective officers, agents, and employees (collectively referred to as Indemnitees), 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 Indemnitees, 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 Indemnitees with indemnity protection.

(b) Notice and Defense. Indemnitees will notify Contractor of such claim in writing and tender their defense within a reasonable time. 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 Indemnitees’ operations or liability, or when involvement of the Indemnitees is otherwise mandated by law. In such case, no settlement shall be entered into on behalf of Indemnitees without Indemnitees’ written approval.

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

(d) Substitution. Should the Contracted Work, or the operation of the Contracted Work, become, or in Contractor’s opinion be likely to become, the subject of a claim of infringement or violation of an intellectual property right, whether domestic or foreign, Indemnitees shall permit Contractor at its option and expense either to procure for Indemnitees the right to continue using the Contracted Work or to replace or modify the same so they become non-infringing, provided they comply with Contract and performance requirements and expectations. If neither option is reasonably practicable or if the use of such Contracted Work by Indemnitees shall be prevented by injunction, Contractor agrees to take back such Contracted Work and use its best effort to assist Indemnitees in procuring substitute Contracted Work at Contractor’s cost and expense. If, in the sole opinion of Indemnitees, the return of such infringing Contracted Work makes the retention of other deliverables or software acquired from Contractor under this Contract impracticable, Indemnitees shall then have the option of terminating this Contract, or applicable portions thereof, without penalty or termination charge. Contractor agrees to take back such Contracted Work and refund any sums Indemnitees paid Contractor less any reasonable amount for use or damage.

(e) Controls. 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

CSU Terms and Conditions of Purchase Page 6 of 21 computer software in violation of copyright laws.

5. Warranty

5.1 Free from Defect

Contractor warrants that (i) the Contracted Work furnished hereunder will conform to the requirements of this Contract (including, without limitation, all descriptions, specifications, and drawings identified in any specific Statement of Work between Contractor and CSU), and (ii) the Contracted Work will be free from fault and defects in design, materials, and workmanship. Where the Parties have agreed to design specifications in a Statement of Work, if any, directly or by reference, Contractor warrants the Contracted Work shall provide all functionality required thereby, and Contracted Work shall be new and of industry standard quality in the trade and in accordance with the approved and agreed-to design and specifications. CSU’s approval of designs or specifications furnished by Contractor shall not relieve Contractor of its obligations under this warranty.

5.2 Permits

Contractor warrants that it will procure all permits, licenses, and authorizations necessary to properly perform its obligations under this Contract in accordance with all applicable laws, regulations and ordinances.

5.3 Software

In addition to the other warranties set forth herein, where the Contract calls for delivery of commercial software, Contractor warrants that such software shall perform in accordance with its license and accompanying documentation. Contractor further warrants that, at the time of delivery, any deliverables consisting of software

(i) shall be free of harmful code (i.e., computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data, or software); and (ii) shall not infringe or violate any third-party’s intellectual property right. Without limiting the generality of the foregoing, if CSU believes harmful code may be present in any commercial software delivered by Contractor, Contractor shall, upon CSU’s request, provide a master copy of the software for comparison and correction.

5.4 Warranty Pass-Through

Unless otherwise specified in the Statement of Work, where Contractor resells hardware or software it purchased from a third party and such third party offers additional or more advantageous warranties than those set forth herein, Contractor shall pass through any such warranties to CSU and shall cooperate in enforcing them. Such warranty pass-through shall be supplemental to, and shall not relieve Contractor from, Contractor's warranty obligations set forth above.

5.5 Inure to CSU

All warranties, including special warranties specified elsewhere herein, shall inure to CSU, its successors, assigns, CSU agencies, and other governmental users of the deliverables or services.

6. Operational

6.1 Safety and Accident Prevention

In the event this Contract requires Contractor to perform work on premises owned or controlled by CSU (“CSU Premises”), Contractor shall conform to all specific safety requirements contained in this Contract and/or as required by law, regulation, or CSU policies, plans, and procedures, including, but not limited to, the campus Workplace Violence Prevention Plan applicable to the CSU Premises at which work is performed. Contractor shall take all additional precautions as CSU may reasonably require for safety and accident prevention purposes.

CSU Terms and Conditions of Purchase Page 7 of 21

Contractor’s violation of such rules and requirements, unless promptly corrected, shall constitute a material breach of this Contract.

6.2 Protection/Restoration of Facilities

If the Contract involves performing work on CSU’s Premises, Contractor shall properly and adequately protect from damage all of CSU’s property, including, but not limited to, land, structures, equipment, and utilities while providing goods or services on CSU’s premises. Contractor shall comply with all facility, safety and security rules and regulations, and other instructions of CSU, when performing work at CSU’s Premises, and shall conduct its work at CSU’s Premises in such a manner as to avoid endangering the safety, or interfering with the convenience of, CSU employees, students, or members of the public. If any of CSU’s property is damaged, altered or disturbed in any way during the performance of this Contract, whether by Contractor, sub-Contractor, or anyone acting on behalf of Contractor, Contractor shall promptly restore CSU’s property to the condition it was in immediately before the damage or alteration at Contractor’s sole cost and expense. If Contractor is unable or unwilling to restore CSU’s property, CSU may restore such property at Contractor’s sole cost and expense, and CSU shall be entitled to promptly recover from Contractor the cost and expense of such restoration.

6.3 Cleaning and Removal of Debris/Salvage

If the Contract involves performing work on CSU’s Premises, Contractor shall remove at the end of each workday all dirt, debris, waste, rubbish, equipment, and obstacles to CSU pedestrian or vehicular traffic, as directed by CSU.

Contractor shall thoroughly clean (vacuum, wet mop, etc.) any dust, soot or similar construction generated materials and contaminants at the end of each workday. Contractor shall not allow debris, waste, or unused construction material to accumulate under, in, or about the work site, nor shall such materials be used in backfilling. Contractor shall not ask any employee, volunteer, or CSU student for assistance in work or use of equipment, tools, or supplies. Upon completion of work, Contractor shall thoroughly clean the work area, including all fixtures, equipment, floors, and hardware, and shall remove all plaster spots, stains, paint spots, and accumulated dust and dirt. This shall include thorough cleaning of all roofs, sidewalks, or other surfaces where debris may have collected. Additionally, Contractor shall remove all scaffolding, planking, surplus materials, temporary structures, waste materials and rubbish around the equipment or upon the site and dispose of any such items in safe and legal fashion. Absolutely no materials shall be left on CSU’s Premises. All salvage items removed in connection with any work remain the property of CSU and shall be deliverable to the location designated by the authorized representative of CSU.

6.4 Invoices

(a) Submission. Contractor shall submit invoices to CSU for payment of goods and/or services rendered under this Contract. Such invoices shall be submitted in arrears to the address provided in the Contract.

In the event that the Contracted Work is of a continuing nature, such invoices shall be submitted in arrears upon completion of each phase. Each invoice must contain the Contract number and Contractor's Identification number. The final invoice shall be marked as such.

(b) Payment. Unless otherwise specified, CSU shall pay properly submitted invoices not more than 45 days after the latest of:

(1) CSU’s acceptance of goods conforming to the Contract;

(2) Contractor’s satisfactory completion of services conforming to the Contract; or

(3) CSU’s receipt of an undisputed invoice.

(c) Late Payment. Late payment penalties shall not apply to this Contract.

(d) Full Compensation. 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 of this Contract, including travel and travel-related expenses, unless otherwise expressly so provided.