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  1. 1. THIS IS NOT AN ORDER DATE: November 10, 2003 UNIVERSITY OF CALIFORNIA, BERKELEY REQUEST FOR PROPOSAL (RFP) Unified Communications (Unibears) RFP No. Unibears2003 on behalf of Information Systems and Technology 1. It is the Bidder's responsibility to read the entire RFP and to comply with all requirements herein. 2. The purpose of the RFP is summarized in Section A.1. 3. Submittal Deadline: All responses to this RFP must be received by the Business Contact listed below before 4:00 p.m. Pacific Daylight Time on the due date. Late submittals will not be accepted. 4. Submittals: a. Submittal Number 1 — Notice of Intent to Respond: One (1) copy is due on Wednesday, November 26, 2003. Bidder’s corporate information, as specified in Section G.7, must accompany this notification. b. Submittal Number 2 — Bidder’s Response to Request for Proposal is due on Monday, January 5, 2004. Bidder must send to the Business Contact listed below: one (1) printed copy that must be marked “Original” and contain an original signature; one (1) electronic copy in the form of an Adobe Acrobat PDF file on a CD readable on a Windows machine; and one (1) complete electronic copy in the form of a zipped (compressed) Adobe Acrobat PDF file sent through email to unibears-rfp- response@uclink.berkeley.edu. The University will not accept faxes of the above submittals. Business Contact (Bid Manager) Technical Contact Marc Buchalter Terri M. Kouba Procurement & Business Contracts Information Systems and Technology University of California, Berkeley Communication and Network Services 6701 San Pablo Ave., Suite 218 University of California, Berkeley Oakland, CA 94608 2484 Shattuck Ave # 1640 Phone: (510) 642-2579 Berkeley, CA 94720-1640 Fax: (510) 642-8604 Phone: (510) 642-3724 mailto: unibears-rfp-info@uclink.berkeley.edu mailto: unibears-rfp-info@uclink.berkeley.edu
  2. 2. TABLE OF CONTENTS SECTION A. INTRODUCTION........................................................................................................................1 A.1. Purpose of RFP........................................................................................................................................1 A.2. RFP Schedule and Deadlines. ...............................................................................................................1 A.3. Definition of Terms. ...............................................................................................................................2 SECTION B. SCOPE OF WORK/SPECIFICATIONS....................................................................................3 B.1. Functional and Technical Specifications. See EXHIBIT B.................................................................3 B.2. Software Adaptability Requirements...................................................................................................3 B.3. Source Code..............................................................................................................................................3 B.4. Usage Profile.............................................................................................................................................3 B.5. Implementation Requirements..............................................................................................................3 B.6. System Maintenance and Support.........................................................................................................5 B.7. Documentation Requirements...............................................................................................................6 B.8. Vendor Notice Requirements.................................................................................................................7 SECTION C. PRICING REQUIREMENTS.......................................................................................................8 C.1. Revenue Recognition..............................................................................................................................8 C.2. Price Levels and Discounts....................................................................................................................8 C.3. Pricing Format.........................................................................................................................................8 C.4. Pricing Methodology..............................................................................................................................9 C.5. Payment Schedule...................................................................................................................................9 SECTION D. TERMS AND CONDITIONS......................................................................................................11 D.1. Period of Contract.................................................................................................................................11 D.1. Costs........................................................................................................................................................11 D.2. Payment..................................................................................................................................................11 D.3. Renewal Notices....................................................................................................................................12 D.4. Bundled Technology.............................................................................................................................12 D.5. Software License....................................................................................................................................12 D.6. Warranties..............................................................................................................................................15 D.7. Acceptance.............................................................................................................................................15 D.8. Non-Disclosure .....................................................................................................................................16 D.9. Confidentiality of Personal Data.........................................................................................................17 D.10. Confidential Student Records/FERPA............................................................................................18 D.11. Duplication Rights for Documentation............................................................................................18 D.12. Use of English......................................................................................................................................18 D.13. Miscellaneous......................................................................................................................................18 RFP# Unibears2003 Page i
  3. 3. SECTION E. INSTRUCTIONS TO BIDDERS ...............................................................................................22 E.1. Period of Validity...................................................................................................................................22 E.2. Negotiation of Contract........................................................................................................................22 E.3. Contacts with the University Management. ....................................................................................22 E.4. Submittal Deadline. ..........................................................................................................................................................................23 E.5. Responsive Proposals. ..........................................................................................................................23 E.6. Authorized Proposal. ..........................................................................................................................23 E.7. Ownership and Copying of Proposal. ...............................................................................................23 E.8. Right to Know Legislation. ..................................................................................................................23 E.9. Proposal Acceptance Period. ...............................................................................................................24 E.10. Bidder's Withdrawal, Modification, and Resubmission of Proposals. .......................................24 E.11. University’s Amendments to RFP. ...................................................................................................24 E.12. Rejection of Proposals. .......................................................................................................................24 E.13. Integrity of Response. .........................................................................................................................24 E.14. Costs of Response to RFP. ................................................................................................................24 E.15. Low Ball Submittals. ...........................................................................................................................25 E.16. Bid Protest. ...........................................................................................................................................25 E.17. Penalty for Collusion...........................................................................................................................25 E.18. Multiple Awards. ................................................................................................................................25 SECTION F. REQUIRED SUBMITTALS...........................................................................................................26 F.1. Notice of Intent to Respond (EXHIBIT C). .......................................................................................26 F.2. Response Cover Page (EXHIBIT D).....................................................................................................26 F.3. Bidder Certifications (EXHIBIT E).......................................................................................................26 F.4. University of California Business Information Form (EXHIBIT F)................................................26 F.5. References (EXHIBIT G)........................................................................................................................26 F.6. Third Party Vendor List (EXHIBIT H)................................................................................................26 F.7. Bidder’s Proposal...................................................................................................................................26 F.8. Standard Bidder Agreements...............................................................................................................26 F.9. Product Documentation........................................................................................................................26 F.10. Product Demonstration.......................................................................................................................27 F.11. Test Accounts........................................................................................................................................27 F.12. Technical Acceptance Testing............................................................................................................27 SECTION G. PROPOSAL FORMAT AND CONTENTS................................................................................28 G.1. Proposal Style and Format...................................................................................................................28 G.2. Submittal Copies...................................................................................................................................28 RFP# Unibears2003 Page ii
  4. 4. G.3. Proposed Solution(s).............................................................................................................................28 G.4. Security Infrastructure..........................................................................................................................29 G.5. Service Levels.........................................................................................................................................29 G.6. RFP Exceptions. ...................................................................................................................................29 G.7. Cost Worksheets....................................................................................................................................30 G.8. Product Background. ..........................................................................................................................30 G.9. Corporate Background.........................................................................................................................31 SECTION H. BASIS OF AWARD....................................................................................................................32 H.1. Evaluation Process................................................................................................................................32 H.2. Bidder Disqualification........................................................................................................................32 H.3. Contract Negotiation............................................................................................................................32 H.4. Vacated Award......................................................................................................................................32 SECTION I. LIST OF EXHIBITS......................................................................................................................33 RFP# Unibears2003 Page iii
  5. 5. SECTION A. INTRODUCTION A.1.Purpose of RFP A.1.a).Statement of Purpose Over the next year, the University of California, Berkeley (UCB) is planning to replace its Digital Sound voicemail system with a Unified Communications solution. This technology replacement is viewed as being strategic to the University’s move towards a more unified computing and messaging infrastructure. UCB plans to complete the replacement in 2004. The current voicemail system is being managed by Communication and Network Services (CNS), a department within Information Systems and Technology (IST). The IST and CNS web sites can be found at http://ist.berkeley.edu and http://cns.berkeley.edu/ respectively. The Unified Communications project web site can be found at http://unibears.berkeley.edu A.1.b).Background Information: University of California, Berkeley The University of California, Berkeley (UCB), established in 1868, is the oldest campus of the University of California system, which now includes 9 campuses and a tenth under development. Graduate and undergraduate programs in the arts and sciences are offered in a wide range of disciplines, leading to bachelor's, master’s, and Ph.D. degrees. UCB is one of the world’s leading research institutions. UCB has been ranked first nationally in the number of graduate programs in the top 10 in their fields and also first nationally in the number of “distinguished” programs for the scholarship of the faculty. UCB ranks first in the nation and first in the University of California system in the amount of federal research dollars awarded. UCB’s renowned faculty currently includes 7 recipients of the Nobel Prize and has included 17 Nobel laureates over time. UCB’s more than 130 academic departments and programs are organized into 14 colleges and schools, with more than 3,000 faculty and 8,000 staff, and over 31,000 undergraduate and graduate students. Most facilities are located on or adjacent to the main campus in Berkeley, California. An entry point to UCB’s extensive web presence can be found at http://www.berkeley.edu. Information Systems and Technology (IST) is UCB’s technology support unit. IST’s mission is to be the technology partner for all members of the UCB community of learners. We provide information technology leadership; we build the campus information infrastructure; and we provide technical support to create the information technology environment that UCB needs to reach its goal. A.2.RFP Schedule and Deadlines. Listed below are the important actions in the RFP Process and the dates and time by which they are to be taken or completed. Action on any of these dates shall occur between 8 a.m. and 4 p.m. Pacific Time, unless otherwise noted. RFP# Unibears2003 Page 1
  6. 6. RFP Issued November 10, 2003 Notice of Intent to Respond and Corporate November 26, 2003 Information (including financials) Written Questions Due from Bidders December 12, 2003 Responses Due from Bidders January 5, 2004 Response Review January, 2004 Vendor Presentations/Q&A/Demo accounts February, 2004 UCB Q&A follow-up/Reference checks March, 2004 Notify Selected Bidder April, 2004 Technical Acceptance Test April/May, 2004 Negotiate Contract May-July, 2004 Implement solution Q3/Q4 2004 The University does not guarantee the above schedule and reserves the right to modify this schedule to best meet its needs. The top-ranked vendor will be selected for the “Technical Acceptance Test”. A.3.Definition of Terms. This RFP uses a variety of terms in specially defined ways. This terminology includes business, Unified Communications features, and technical terms that are required to understand this RFP. The definitions are provided in EXHIBIT A. Terms that are generally understood in the information technology industry are not included. Departments should direct questions on terminology to the appropriate contact listed in Section E.2. RFP# Unibears2003 Page 2
  7. 7. SECTION B. SCOPE OF WORK/SPECIFICATIONS In the Proposal, each Bidder must provide responses to all parts of Section B, in the order shown below. EXHIBIT B, which is referenced below, must be filled out and submitted as part of the Proposal packet. B.1.Functional and Technical Specifications. See EXHIBIT B. Please complete EXHIBIT B in full to address the University’s functional and technical requirements. Follow each question in Section B and EXHIBIT B with your response. B.2.Software Adaptability Requirements The University prefers that Software proposed by the Bidder under this RFP be easily adaptable to the University’s current and future needs. The Bidder should address the University’s specific technical requirements for adaptability in its response to EXHIBIT B. In addition, the Bidder should provide information on the following: • To what extent, and through what technical methods, can the Software be configured and customized for the University’s specific needs? • To what extent does the Software enable the University staff to configure and customize the Software? • To what extent must configuration and customization of the Software be performed by the Bidder’s staff (because of restricted access to proprietary code)? • To what extent, and through what technical methods, can the functionality of the Software be extended through the use of Third Party Technology? • What is a typical scenario for adapting the Software to a customer’s needs? What roles are the customer, the Bidder, and third parties likely to play? B.3.Source Code If the Software proposed by the Bidder does not include Source Code, the Bidder shall explain the options available to the University for gaining access to complete, well-documented source code and detailed formats of all files and descriptions for all fields and values within the files for the most recent version of the Software delivered under the Contract in the event that the Bidder ceases to do business or discontinues technical support for the Software. Information on the procedures, costs, and contract terms for such options must be provided. B.4.Usage Profile Voicemail is currently offered to University faculty and staff. There are 10,000 voicemail customers served by the Digital Sound machine. The new system should be initially configured to support 20,000 subscribers and capable of efficiently scaling up to support 50,000 campus community members. The solution must be scalable to 100,000 subscribers. B.5.Implementation Requirements. B.5.a).Implementation Proposal. Taking into account the Scope of Work described in this RFP and the Bidder’s experience with similar implementations, the Bidder should describe the stages of work, RFP# Unibears2003 Page 3
  8. 8. types and amounts of resources, and other elements that would be needed to implement the proposed solution in the most cost-effective and efficient way. This description should cover requirements for installation, customization, configuration, system tuning, existing system conversion, etc. If the Bidder is awarded a Contract under this RFP: • The University prefers that the Vendor perform the initial installation and configuration of the proposed Solution. • The Bidder is expected to provide guidelines and documentation on how all software and hardware necessary for the proposed solution (including Third Party Technology) must be installed and configured. This should include description of capabilities regarding phased installation of enterprise functionality. • The Bidder is expected to provide guidelines and documentation on how to integrate the proposed Solution smoothly into the UCB security and systems environment. • The Bidder is expected to be available at the University’s option to assist or perform the integration of the proposed Solution into the UCB security and systems environment. • The Bidder is expected to provide tools and guidance on how to convert current voicemail accounts on existing voicemail servers to the proposed replacement without loss of data or flags, and how to convert to the proposed replacement security structure. • The Bidder is expected to be available at the University’s option to perform the voicemail and account conversion from the current system to the proposed replacement. B.5.b).Training Proposal. The Bidder should also include recommendations about the types and amounts of training that would be needed for University staff responsible for the maintenance and monitoring of the Unified Communications system. This information should include: • On-site training for five designated university representatives. At least two of the five persons will be trained on all functions of the Unified Communications service after award of the contract and before service testing commences. • Instruction on all basic functions of the Unified Communications service such as (but not limited to) adding and deleting users, account management, integration with other UC systems, logging and statistics, diagnostics, and backups and restores. • Instruction on all features of the Unified Communications service. • Instruction and coverage of all APIs available to the package. B.5.c).The University requires the system to be installed and available by December 31, 2004 for Production Use. The Bidder should propose an implementation schedule that takes into account the University’s desired production date and that is based on a realistic assessment of the amount and sequence of work to be done and the time required. Fill in the chart below. Pilot and Replacement Date Completed Delivery of Vendor’s Detailed Implementation Plan Delivery of Vendor’s Standard Product Installation/implementation + Vendor training Installation of Standard Product by University Staff Testing of Standard Product by University Staff RFP# Unibears2003 Page 4
  9. 9. Delivery of Vendor’s Customizations Installation, Training and Testing of Customizations Migration and Capacity Testing Pilot Testing of Customized Product User Training Final Migration Launch – New system in production use Post-production monitoring B.5.d).The Bidder should describe the availability of Vendor implementation resources in the San Francisco Bay Area. B.6.System Maintenance and Support. B.6.a).System Support Period. The Bidder shall offer an initial period of System Support. The Bidder should present options for annual and multi-year Support. The University should have the option of purchasing Support during a period of at least 5 years after the effective date of the Contract. B.6.b).Scope of System Support. The Bidder should provide Support for all Software and Hardware, including any Bundled Technology. If any Bundled Technology is not covered by Bidder’s Solution Support service, the Bidder shall identify in its Proposal the unsupported product(s) and its supplier for such product(s). Support shall include (a) Error Corrections, (b) all Updates generally made available to licensees of the Solution, (c) any Upgrades generally made available to licensees of the Solution without an additional license fee, and (d) technical assistance on the installation, use, performance tuning, maintenance, and repair of the Software and Hardware. After each major new release of the System, Support should be provided for the prior version of the System for a minimum of one year. Support should be available for the Operating Platform initially selected by the University for a period of five (5) years from the initial date of Production Use, provided that the University continues to operate the System on that Operating Platform. Within one year after a new release of the operating system used on the University’s Operating Platform, Support should provide any Updates or Upgrades that are necessary to operate the Solution on the new operating system with at least the same levels of functionality and performance that were provided on the previous operating system release. The same level of Support should be provided for any Customizations that are necessary to meet the requirements of this RFP. B.6.c).Quality of System Support. RFP# Unibears2003 Page 5
  10. 10. The University requires System Support that is prompt, accurate, comprehensive, and easily accessible. The level of System Support provided by the Vendor shall ensure: • Prompt initial responses to contacts from the University’s authorized personnel. • Prompt referral of usage questions, reported Errors, and other inquiries to Vendor personnel who have a level of experience and skill sufficient to provide prompt and accurate responses. • Prompt and diligent efforts to provide information or Error Corrections in response to the University reports and inquiries, according to the severity of the problem. B.6.d).System Support Procedures. The Bidder shall provide comprehensive information on System Support procedures, including: • The University requires 24 x 7 support. Please describe how this is managed. • Methods of contact (phone, e-mail, fax, BBS). The University prefers that phone support be provided via an 800-number. • Vendor response times after the initial problem report and options for faster response. • On-line support resources (e.g. web sites, ftp servers, knowledge bases, mailing lists etc.). • Procedures and timeframes for escalating support problems in Vendor’s management structure. • The University’s responsibilities in the System Support procedures. • The number of the University personnel that may contact the Vendor to receive System Support services. • The frequency of Updates and Upgrades; delivery methods for Updates and Upgrades. B.6.e).Sample Service Level Agreement. The Bidder should provide a sample service level agreement for review. We assume many of the components of Section B.3 (d) are described therein. B.7.Documentation Requirements. B.7.a).Scope of Documentation. The University requires that the Vendor provide high-quality Documentation explaining all concepts, functions, installation requirements, installation procedures, maintenance routines, methods of applying functions to accomplish the tasks for which the Product was designed, and other information necessary to operate the Products. B.7.b).Types of Documentation. The University prefers that Documentation be provided in electronic formats (PDF) and online help files. B.7.c).Maintenance of Documentation. The Bidder should describe how, as part of Solution Support or in other ways, the Documentation will be updated as new releases of Solution become available. RFP# Unibears2003 Page 6
  11. 11. B.8.Vendor Notice Requirements. The University requires a Vendor to provide the following written notices in addition to any others that may be specified in the Contract: B.8.a).The Vendor must provide prompt notice in case the Vendor is encountering difficulties in meeting any performance requirements or schedule under the Contract. This notice must provide pertinent details, including the scope of the problem and any projected delays. However, this notice shall be informational only, and receipt of such information shall not be construed as a waiver by the University of any performance requirement or delivery date, or any rights or remedies provided by law or under the Contract. B.8.b).The Vendor must provide prompt notice in case the Vendor’s work under the Contract is impeded because the University staff is not available as agreed in the Contract, so that appropriate corrective action can be taken. B.8.c).The Vendor must provide prompt notice in case the Vendor considers any work requested by the University to be outside the Scope of Work defined in the Contract. RFP# Unibears2003 Page 7
  12. 12. SECTION C. PRICING REQUIREMENTS. C.1.Revenue Recognition. The Bidder should provide an explanation of the constraints affecting the pricing, warranty, and other aspects of its Proposal that arise from the Bidder’s way of managing revenue recognition. C.2.Price Levels and Discounts. C.2.a).The Bidder shall apply any special university or educational pricing that will lower the cost to the University. The Bidder should propose any alternative price models or payment terms that would lower the University’s overall cost for the initial one year and five year periods following the effective date of the Contract. C.2.b).The Bidder should offer options such as caps on yearly maintenance or subscription fee increases to enable the University to meet its need for cost stability. C.2.c).The Bidder should clearly specify any additional discount that would be applicable if a Contract is approved by the University prior to a date convenient to the Bidder. C.2.d).As a basis for comparison, the Bidder should provide its standard commercial prices and standard university or educational prices (if any) for all items. C.2.e).The Bidder warrants that the prices offered in its bid are equal to or are lower than those offered for equivalent quantities of Products and services to similar institutional accounts. C.3.Pricing Format. C.3.a).The Bidder shall quote the costs for its Proposal on a single, consolidated set of cost sheets that are clearly identified as “Costs for Proposed Solution(s).” All pricing alternatives should be quoted in these cost sheets, including in-house and hosted solutions (if offered). The Bidder shall quote prices in U.S. dollars. C.3.b).To the extent possible, any applicable discounts should be shown separately from the prices for products and services, as global figures. C.3.c).Separate subtotals should be shown for the core or essential elements of the proposed solution and for any layers of optional elements. C.3.d).If a multi-phase implementation is required or proposed, the costs for each phase should be shown separately. C.3.e).Additionally, vendor shall provide a table itemizing the expected one-time and recurring costs associated for the implementation period and for the first four years of RFP# Unibears2003 Page 8
  13. 13. Production Use of the Solution. These costs should reflect a total cost of ownership model (or service model, if hosted), not a leasing model. C.4.Pricing Methodology. C.4.a).In presenting Solution fees, the Bidder should assume 50,000 subscribers consisting of: • 10,000 voicemail only • 20,000 Unified Messaging (see Definitions) • 20,000 Unified Communications (see Definitions) C.4.b).The Bidder should make clear the rationale and basis of calculation for all fees. C.4.c).The University prefers that separate costs be quoted for all items in the proposed solution, including fees for licenses, maintenance, support, consultation, training, customizations, etc. However, the Bidder should also present alternatives to itemized costs and discounts, such as bundled pricing, if such pricing would be advantageous to the University. C.4.d).In presenting Solution license fees, the Bidder should adhere to all of the following instructions that are applicable: • Explain all factors that could affect licensing fees. • Make clear what type of license is offered for each price (perpetual, annual, named user, concurrent user, installed copies, MIPS-based, etc.). • Indicate which Product versions, Operating Platform(s), and machine classes are included for each price. • Indicate whether a Product is for “server” or “client,” as appropriate. • Make clear the extent of any implementation services that are included in the license fees (installation, configuration, training, etc.). • Make clear what is covered by any service subscription fee and what would require payment of additional fees. C.5.Payment Schedule. The University prefers that the fees specified in the Contract be paid in stages upon completion of selected implementation milestones. The University prefers that one payment be a Reserve Payment, the amount of which would be defined in the Contract, when the system reaches Final Acceptance. Final Acceptance is reach when the system is operating to University’s satisfaction and compliant with Operating Standards defined in the contract and has been operating to University’s satisfaction for two consecutive months (two billing cycles). For the Contract to be issued pursuant to this RFP, the University prefers the following payment schedule: Successful Completion of Milestone Percentage of Fees Paid Delivery and Installation of System (or 50% System activation, if hosted by Bidder) Testing of Solution, Customizations and 20% Migration of Data Pilot 20% RFP# Unibears2003 Page 9 Final Acceptance (Reserve Payment) 10%
  14. 14. RFP# Unibears2003 Page 10
  15. 15. SECTION D.TERMS AND CONDITIONS. The following provisions shall be incorporated into the Contract that results from this RFP. D.1.Period of Contract. The period of the Contract shall begin on the date of the Contract’s approval by both parties and shall last at least until the completion of all stages of implementation, the availability of special pricing, and expiration of any warranties as defined in the Contract. The period of the Contract may be extended by mutual agreement of the parties in writing. Terms and conditions that survive the expiration or termination of the Contract will be specified in the Contract. D.1.Costs. D.1.a).Solution Support Renewals. Solution Support services and fees shall not renew automatically. D.1.b).Price Reductions. If the Vendor offers a general price reduction that lowers the cost for any Product or service below the cost included in the Proposal or the Contract, the Vendor shall offer the cost reductions to the University. Vendor shall not be obligated to charge the maximum amount allowed under the Contract for any given service. D.1.c).Freight and Handling Charges. All shipments under the Contract shall be F.O.B. Destination, freight prepaid and allowed. The University shall not be responsible for paying freight charges. D.1.d).Tax on Products and Services. Taxes required for Products and services purchased by the University under the Contract will be specified in the Contract based on current sales and use tax regulations of the State of California that apply to software and services. D.1.e).Vendor Expenses. If any travel and related expenses for On-Site services by Vendor personnel are to be borne by the University under the Contract, the Vendor shall use its best efforts to minimize such expenses, and all such expenses must have the prior written approval of the University, which shall not be unreasonably withheld or delayed. Vendor shall provide proof of payment of such expenses to the University for reimbursement. D.2.Payment. RFP# Unibears2003 Page 11
  16. 16. D.2.a).Payment Terms. Except as otherwise stated in this RFP, the University’s standard payment terms are net 30 days after completion of a payment milestone and receipt of invoice. The University shall not be subject to any late fees or finance charges. D.2.b).Timely Notification of Past Due Invoices. The Vendor shall notify the University if payment has not been received forty-five days after the University’s receipt of invoice. D.3.Renewal Notices. D.3.a).Notices of renewal of Solution Support must be delivered to the University between thirty (30) and ninety (90) days prior to the renewal date. D.3.b).Notices of price changes for Solution Support renewals must be delivered to the University between sixty (60) and one hundred twenty (120) days prior to the renewal date. D.4.Bundled Technology. Any Bundled Technology that is licensed or acquired by the University under the Contract shall be subject to all the terms and conditions of the Contract, and any Bundled Technology in the form of software shall be treated in all respects like the Software licensed under the Contract, except as specifically provided in the Contract. D.5.Software License. D.5.a).Licensed Site. The Software shall be licensed for the Licensed Site defined in this RFP unless otherwise defined in the Contract. D.5.b).Licensed Users. The Contract shall provide Software licenses for the number and types of users described in Section B.4 (Usage Profile) and shall also specify procedures for adding additional licenses. D.5.c).Permitted Uses. For Software licensed by the University (and related Documentation), the Contract shall include licensing provisions that reflect the application needs and usage requirements described in Section B (Scope of Work/Specifications). D.5.d).Backup/Archival Copies of Software. RFP# Unibears2003 Page 12
  17. 17. The University shall be permitted to copy the licensed Software in whole or in part as needed for backup, archiving, and any use authorized in the Contract. D.5.e).Right to Transfer. The University shall have the right to transfer the Software to a different Operating Platform supported by the Vendor without paying transfer fees or a new license fee, except that the University will agree to pay an incremental license fee if the pricing of the Software is based on the machine class of the computer. Such an incremental license fee shall be equal to or less than the lowest upgrade fees then currently available for the same Licensed Software on the same target Operating Platform. D.5.f).Software Testing. The University shall have the right to make and use a copy of the Software for testing and development purposes, with no additional fees, either on the machine where the Software is in Production Use or on another machine of the same Operating Platform type. D.5.g).Relocation of Solution. The University may relocate the Solution to a new University site upon notice to Vendor without incurring any additional fees. During a period of up to sixty (60) days while the University is transferring its operations from one University site to another, Licensee shall have the right to use the Solution for dual or parallel testing at no charge to the University. D.5.h).Emergency Use of Solution. The University may, without prior written notification to Vendor and at no additional charge to the University: • Use the Solution temporarily on a backup system in the case of failure of the primary system. • Use the Solution at any substitute location selected by the University if the University reasonably determines that the Licensed Site is or shall become temporarily unavailable. • Use the Solution on a temporary basis from time to time at any one University location for testing of backup procedures or evaluation of such location as a disaster recovery site. • Install and test the Solution at a “hot backup” site to which the University may switch operations if the University’s business needs require it. D.5.i).Disabling Code. Vendor agrees that, except as specifically permitted in the Contract, the Software delivered under the Contract shall be free of any code or mechanism that is designed to disable operation of the Software on any date or after any lapsed period of time or to enable the Vendor or any third party to disable operation of the Software by any technical means (“Disabling Code”). D.5.j).Virus Protection. RFP# Unibears2003 Page 13
  18. 18. Vendor agrees to take reasonable steps to test Software delivered under the Contract for Virus Code as defined below and represents that the Software will be free, to the best of Vendor’s knowledge, of Virus Code as of the date of receipt from Vendor. Vendor agrees to take such steps with respect to future enhancements or modifications to the Software. Vendor further agrees that it will maintain an object-code master copy of each supported version of the Software free and clear of any known Virus Code. In the event that the University discovers an error in the Software that may be attributable to Virus Code, upon the University’s written request, Vendor agrees to duplicate a copy from the master copy and make such duplicate copy available to the University for comparison with and, if necessary, correction of the University’s copy of the Software. Virus Code is defined as computer instructions that alter, destroy, or inhibit the Software and/or the University’s processing environment including but not limited to other programs, computer equipment, data, storage devices, and computer libraries ("Virus Code"). Virus Code includes but is not limited to programs that self-replicate without manual intervention, instructions (other than user passwords necessary for operation) that disrupt, interrupt, or interfere with the functionality of computer hardware or the Software whether such interference is destructive or not, instructions (other than user passwords necessary for operation) performing any function other than the function of the Software as represented in the technical manuals and program descriptions published by Vendor whether active from the time of the installation of the Software or programmed to activate at a predetermined time or upon a specified event, and/or programs purporting to do a meaningful function in the Software as represented in the technical manuals and program descriptions published by Vendor but designed for a different function. D.5.k).Proprietary Rights Indemnity. The Vendor agrees to defend, indemnify, and hold harmless the University for any and all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorney's fees) incurred by the University as a result of any judgment or proceeding in which it is determined, or any settlement agreement arising out of the allegation, that the furnishing or supplying by Vendor to University of any Software under the Contract or University’s use of such Software supplied by Vendor under the Contract constitutes an infringement of any copyright, patent, trademark, trade secret, or other proprietary right of any third party, provided that the University has notified the Vendor in writing as soon as practicable of the suit or action alleging such infringement. The Vendor shall not settle such suit or action without the consent of the University. The University retains the right to participate in the defense against any such suit or action. If Software provided under the Contract is, or in Vendor's opinion is likely to become, the subject of a claim, suit, or proceeding of infringement, Vendor (1) may procure for the University, at no cost to the University, the right to continued usage of the Software, or (2) may replace or modify the Software to make it non-infringing, at no cost to the University, provided that the functionality of the Software is not impaired. If none of the foregoing options is feasible, at Vendor’s sole discretion, the Vendor may terminate the license for such Software. In the event of such termination, the Customer shall be entitled to a pro-rata refund based on the depreciation of license fees on a straight-line sixty (60) month basis commencing with the delivery of the Software to University or the Effective Date of this Agreement, whichever comes first, added to a pro-rata refund of the current year’s maintenance fees on a straight twelve (12) month basis. The foregoing indemnification does not extend to any claim arising out of a modification of the Software by Licensee, or any claim arising out of the combination, operation, or use of the Software with software or hardware not provided by Vendor, except to the RFP# Unibears2003 Page 14
  19. 19. extent that the claim is based solely on the portion of such combination that is delivered by Vendor. Any limitation of Vendor's liability included in the Contract shall not apply to this proprietary rights indemnity. D.6.Warranties. D.6.a).General warranty: The Contract will include a warranty that each and every statement made in the Proposal is true and correct and that University is relying on the truth and accuracy of such statements as a material inducement for entering into the Contract. D.6.b).Solution Warranty. The Vendor warrants that Solution received by the University under the Contract shall operate substantially without Errors as defined in the Contract for a period beginning with the effective date of the Contract and ending one year after date of acceptance and final payment after the University has operated the Solution in Production Use (the “Warranty Period”). During the Warranty Period, the University shall provide prompt written notice and evidence of Errors to the Vendor, and the Vendor will perform services necessary to correct Errors without additional charge to the University. If during the Warranty Period the Vendor is unable to correct any Error that substantially affects the operation of the Solution, the University is entitled to the refund of all fees paid by the University under the Contract. D.6.c).Service Warranty. All services performed by the Vendor under the Contract should be covered by a service warranty. D.6.d).The Vendor certifies that the warranties covering the Products and Vendor services purchased under the Contract are the most favorable commercial warranties that the Vendor offers to any customer for the same or substantially similar Products and services. D.7.Acceptance. All deliverables under the Contract are subject to Acceptance by the University. The University shall have the sole authority to determine Acceptance. The University shall base Acceptance of each deliverable on review and/or testing to determine if the deliverable meets the requirements of the Contract. The University’s notice of Acceptance shall be in writing. Acceptance by the University shall not waive any rights that the University might otherwise have at law or by express reservation in the Contract with respect to any nonconformity subsequently discovered. The University’s decision on acceptance will occur promptly after the Pilot including capacity testing. RFP# Unibears2003 Page 15
  20. 20. D.8.Non-Disclosure D.8.a).The provisions of this Section D.9, “Non-Disclosure”, are subject the University's obligations under the California Public Records Act and other "right to know" legislation, as provided in Section E.7, "Right to Know Legislation." D.8.b).The parties to the Contract shall hold in confidence, and withhold from third parties, any and all Proprietary Information (as defined below) disclosed by one party to the other and shall use the other party’s Proprietary Information only for the purposes stated herein (the “Permitted Purposes”) and for no other purpose unless the disclosing Party shall agree herein or hereafter in writing. Each party agrees to safeguard from theft, loss, and negligent disclosure the other party’s Proprietary Information received pursuant to this RFP or the Contract by utilizing the same degree of care as the receiving party utilizes to safeguard its own Proprietary Information of a similar character from theft, loss, and negligent disclosure, but in no event less than reasonable care. Each party agrees to limit access to Proprietary Information to those officers, directors, and employees within the receiving party’s organization, and to the party’s subcontractors, who reasonably require such access to accomplish the Permitted Purposes. Each party agrees not to reproduce or copy by any means the Proprietary Information of the other party except as reasonably required to accomplish the Permitted Purposes. The parties shall not remove any trademark or proprietary rights legend from the Proprietary Information of the other party. D.8.c).Each party agrees the confidential or proprietary information disclosed by one party to the other shall be deemed “Proprietary Information” when the information: (1) consists of technical information owned or licensed by either party, including without limitation any and all software programs, data and data structures, descriptions of computing infrastructure and configuration, security technologies, and any and all related techniques, discoveries, inventions, processes, copyrights, know-how, trade secrets, source code, object code, algorithms, specifications, documentation, and passwords or other confidential methods of information access; or (2) is provided to the other party in written or other recorded form and is identified as proprietary by means of an appropriate legend, marking stamp, or other clear and conspicuous written identification that unambiguously indicates the information being provided is the disclosing party’s Proprietary Information; or (3) is disclosed in other than written or other recorded form, but only to the extent identified as the disclosing party’s Proprietary Information at the time of original disclosure and thereafter summarized in a written form that clearly identifies the Proprietary Information. Such summary shall be transmitted by the disclosing party to the receiving party within fifteen (15) calendar days of the disclosure to which it refers. D.8.d).All Proprietary Information disclosed pursuant to this Agreement shall be and remain the property of the disclosing party or its third-party suppliers. Except as expressly specified in this Agreement, neither party to this Agreement acquires any license, right, title, or interest in and to the Proprietary Information received from the other party. RFP# Unibears2003 Page 16
  21. 21. D.8.e).Each party shall inform such employees of the non-disclosure obligations set forth herein and shall obligate in writing any subcontractors to comply with the non- disclosure requirements stated herein. D.8.f).Each party shall give prompt written notice to the other party upon becoming aware of any unauthorized use or disclosure of the Proprietary Information. Each party agrees to use its best efforts to remedy such unauthorized use or disclosure of the Proprietary Information at its own expense. Each party acknowledges and agrees that in the event of an unauthorized use, reproduction, distribution, or disclosure of any Proprietary Information, the other party will not have an adequate remedy at law and, therefore, injunctive or other equitable relief may be appropriate to restrain such use, reproduction, distribution, or disclosure, threatened or actual. D.8.g).Neither party shall be liable for use or disclosure of what would otherwise be considered Proprietary Information if it can establish by contemporaneous, clear, and convincing written evidence that such information, in substantially the same form and content: • is or becomes a part of the public knowledge without breach of the Contract by the receiving party; or • is known to the receiving party without restriction as to further disclosure when received; or • is independently developed by the receiving party without the use, directly or indirectly, of information received under this or other obligation of confidentiality with the disclosing party; or • becomes known to the receiving party from a third party who had a lawful right to disclose it without breaching the Contract; or • is approved in writing for release or use by an authorized employee of the other party; or • is disclosed in response to a valid order of a court of competent jurisdiction or other governmental body of the United States or any political subdivision thereof, or is otherwise required to be disclosed by law; provided, however, that the receiving party shall first have given prompt written notice to the disclosing party in order to allow objection by the disclosing party to any such order or requirement, or to otherwise protect the rights of the disclosing party and its suppliers prior to the disclosure. If a particular portion or aspect of the Proprietary Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the above non-disclosure provisions. D.9.Confidentiality of Personal Data. In the course of providing services under a Contract, the Vendor may be given access to Personal Data, which shall mean any information related to individual University-related persons, including but not limited to personal names, University status, login IDs and passwords, as well as age, gender, home or office addresses, telephone numbers (including fax and cell phone numbers), physical characteristics, and preferences. The Vendor will maintain the confidentiality of all such Personal Data, shall limit access to Personal Data to its employees and subcontractors who perform services under the Contract, and shall promptly destroy any copies of Personal Data maintained by the Vendor upon completion of the tasks that required use of the Personal Data. In the case of any conflict between this provision and Section D.11 (Confidential Student Records/FERPA), the terms and conditions of Section D.11 shall take precedence. RFP# Unibears2003 Page 17
  22. 22. D.10.Confidential Student Records/FERPA. In the course of providing services under a Contract, the Vendor may be given temporary access by the University to confidential student information stored in the University’s databases. All such disclosures of student information by the University will be governed by the Federal Family Educational Rights and Privacy Act (FERPA) and University policy implementing FERPA. The Vendor will treat this student information as confidential and will not further disclose this student information except in those instances allowed by law. Any use of this student information for any purpose, other than the purpose for which the disclosure was made, is prohibited. The Vendor shall promptly destroy any copies of this student information maintained by the Vendor upon completion of the tasks that required access to the student information. The Vendor will defend, indemnify, and hold harmless, to the extent permitted by law, the University, its officers, employees, and agents, from and against all losses, penalties, expenses (including reasonable attorneys' fees), damages (excluding special or consequential damages) and liabilities resulting from or arising out of the Vendor’s failure to comply with its FERPA obligations under a Contract, provided that such losses, penalties, expenses, damages, and liabilities are determined to be due to the negligent or willful acts or omissions of the Vendor, its officers, employees, agents, subcontractors, or anyone employed by them, or any persons under the Vendor’s direction and control. D.11.Duplication Rights for Documentation. The University shall have the right to make electronic or printed copies of the electronic versions of the Documentation. D.12.Use of English. The Vendor must provide to the University an English-language version of all Software and Documentation; for technical support and other contract services; and for proposals, quotations, and other business communications. D.13.Miscellaneous. D.13.a).Appendix A. Relevant portions of the attached Appendix A, University of California Terms and Conditions of Purchase, shall be incorporated into to the Contract that results from this RFP, including but not limited to Articles 9, 10, 14, 15, 16, 17, 18, 19, 20, 21, 22, and 23. In the case of conflict between the terms and conditions of Appendix A and those of the Contract, the terms and conditions of the Contract shall take precedence. D.13.b).Non-assignment and Subcontracting. The Vendor shall not assign the Contract or any services there under without the prior written consent of the University. The Vendor may, with prior written permission from the University, enter into subcontracts with third parties for performance of any part of the Vendor’s duties and obligations, provided that in no event shall the existence of a subcontract operate to release or reduce the liability of the Vendor to the University for any breach in the performance of the Vendor’s duties. Acceptance by the University of the Vendor’s Proposal for performance hereunder, which identifies any proposed subcontractors and fully describes the duties and qualifications of such subcontractors, shall be considered permission from the University for the Vendor to enter into such RFP# Unibears2003 Page 18
  23. 23. proposed subcontracts. The Vendor agrees that all subcontractors shall be agents of the Vendor, and the Vendor agrees to indemnify and hold the University harmless under the Contract for any loss or damage of any kind occasioned by the acts or omissions of the Vendor’s subcontractors, their agents, or employees. All personnel in Key Roles shall be subject to the University’s approval. The terms and conditions of the Contract shall be binding upon and inure to the benefit of the parties thereto and their respective heirs, successors, and assigns. D.13.c).Insurance. In addition to Article 17 in Appendix A, the following insurance provisions shall apply. The Vendor shall at its expense obtain, keep in force, and maintain insurance to cover its performance under the Contract. The Vendor, upon the execution of the Contract and prior to commencing work under the Contract, shall furnish the University with certificates of insurance evidencing compliance with the requirements stated herein. The certificates of insurance shall obligate Vendor’s insurers to notify the University at least thirty (30) days prior to cancellation of or change in any such insurance. The Vendor itself shall provide thirty (30) days prior written notice of any cancellation or change in the certificate of insurance. All insurance coverage required herein shall include The Regents of the University of California as an additional insured, but only with respect to the negligent acts of omissions of Vendor, its officers, agents, employees, suppliers, subcontractors, or anyone directly or indirectly employed by them, or any other person or persons under the Vendor’s direction and control. D.13.d).Termination for Convenience. The University may, by written notice stating the extent and effective date cancel and/or terminate the Contract for convenience in whole or in part, at any time. The University shall pay the Vendor for satisfactory performance provided through the date of such termination. No termination made under this provision shall preclude the University from thereafter entering into an agreement with another vendor for similar services. D.13.e).Termination for Cause. In the event that the University determines that the Vendor has materially breached the Contract, the University shall notify the Vendor in writing of the nature of the breach and shall give the vendor thirty (30) days during which the Vendor must effect a cure. If the Vendor is unable or refuses to effect a cure within the 30-day period, or if after the 30- day period the University determines that the breach has not been cured to the University’s satisfaction, whichever occurs first, the University may, by written notice, terminate the Contract. In such event, the University may purchase or otherwise secure software and services to accomplish the Scope of Work, and, except as otherwise provided in the Contract, the Vendor shall be liable to the University for any excess costs incurred by the University because of the termination. In the event that the Vendor determines that the University has materially breached the Contract, the Vendor shall provide to the University a written notice specifying the breach and shall give the University at least sixty (60) days to effect a cure. If the breach is not cured to the Vendor’s satisfaction, the Vendor may propose a remedy that is RFP# Unibears2003 Page 19
  24. 24. proportionate to the alleged breach, and the two parties shall enter into negotiations concerning an appropriate remedy. D.13.f).Dispute Resolution. The parties agree that any dispute between the parties concerning the Contract that cannot be resolved by the personnel charged with implementing the Contract shall be submitted in writing to a designated senior executive of both the Vendor and the University. The two executives shall engage in direct discussions in an effort to resolve the dispute, and any decisions mutually agreed by the executives will be final and binding on the parties. In the event the executives are unable to resolve any dispute within thirty (30) days after it is submitted to them, either party may refer the dispute to a court of final jurisdiction or, if both parties agree, to arbitration. D.13.g).Auditing of Contract. Any Contract issued pursuant to this RFP shall be subject to the examination and audit of the Auditor General of the State of California for a period of three years after final payment under the Contract. The examination and audit will be confined to those matters connected with the performance of the Contract, including but not limited to, the costs of administering the Contract. Until the expiration of four years after the furnishing of services provided under a Contract, the Vendor shall (if necessary) make available to the Secretary, U.S. Department of Health and Human Services, the U.S. Controller General, and their representatives, the Contract and all books, documents, and records necessary to certify the nature and extent of the costs of those services. D.13.h).Ethics. The Vendor shall comply with University policies on gifts and gratuities. The Vendor shall exercise reasonable care and diligence to prevent any action or conditions that could result in a conflict with the University’s interest. During the period of the Contract, the Vendor shall not accept any employment or engage in any work that creates a conflict of interest with the University or in any way compromises the work to be performed under the Contract. The Vendor and/or its employees shall not offer substantial gifts, entertainment, payments, loans, or other consideration to the University’s employees, their families, other contractors, subcontractors, and other third parties for the purpose of influencing such persons to act contrary to the University’s interest. The Vendor shall immediately notify the University of any and all such violations of this provision upon becoming aware of such violations. D.13.i).Standards of Work. Work performed by the Vendor shall be done in accordance with the specifications and standards set forth in the Contract and, where no specific standards are set forth in the Contract, shall be of a quality equal to the highest quality provided and accepted in the Unified Communications industry for similar work. D.13.j).Loss of Equipment. RFP# Unibears2003 Page 20
  25. 25. The University will not be responsible for the loss of equipment or materials left on University premises by the Vendor during the performance of work covered by the Contract. D.13.k).No Free Parking. No free parking space is provided by the University for vehicles used by the Vendor in fulfilling the Contract. RFP# Unibears2003 Page 21
  26. 26. SECTION E. INSTRUCTIONS TO BIDDERS E.1.Period of Validity Proposals including pricing must be valid for a period no less than 180 days from the deadline for Submittal Number 2 (response due date). Bidders may declare that their Proposals are valid for a longer period. Proposals which are not valid for a minimum period of 180 days from the deadline for Submittal Number 2 shall be deemed non-responsive. E.2.Negotiation of Contract. It is the University’s intention that any Contract with a Bidder issued as a result of this RFP will incorporate all requirements and provisions of the RFP together with the Bidder’s entire Proposal. If a Bidder submits exceptions to any requirements of the RFP in the manner described in the Section on “Proposal Format and Contents,” the University will address such exceptions in developing any Contract that may be issued as a result of this RFP. The University reserves the right to negotiate the resolution of exceptions, irregularities, or errors included in a Proposal, provided that such action will not negate fair competition and will permit proper comparative evaluation of the Proposals, as determined by the judgment of the Berkeley Procurement and Business Contract Manager or designee. E.3.Contacts with the University Management. Bidders are not permitted to contact University personnel about this RFP or about a Contract developed as a result of this RFP except as instructed below. Bidders must direct all required RFP documents and any procedural inquiries regarding this RFP to the University’s Bid Manager for this procurement using the mailing list unibears-rfp- info@uclink.berkeley.edu: Marc Buchalter, Buyer University of California, Berkeley Procurement and Business Contracts 6701 San Pablo Ave., Suite 218 Berkeley, CA 94608 Phone: (510) 642-2759 Fax: (510) 642-8604 mailto: unibears-rfp-info@uclink.berkeley.edu Technical, business, and contractual issues that require clarification during the University’s evaluation process, or that require negotiation during preparation of a Contract resulting from this RFP, may be discussed with authorized University representatives. The Bidder should contact the Bid Manager, Marc Buchalter (see above), to verify the authorized representatives. Bidders must send to the Bid Manager a copy of all written communications sent to the other University representatives.  All questions must be in writing using the mailing list unibears-rfp-info@uclink.berkeley.edu. Responses will be in writing to all Bidders. An authorized representative for technical inquiries is: Terri M. Kouba RFP# Unibears2003 Page 22
  27. 27. Information Systems and Technology Communication and Network Services University of California, Berkeley 2484 Shattuck Ave # 1640 Berkeley, CA 94720-1640 Phone: (510) 642-3724 mailto: unibears-rfp-info@uclink.berkeley.edu An authorized representative for business and contract issues is: Robert Callaway Manager, Strategic Vendor Relations Information Systems and Technology University of California, Berkeley Berkeley, CA 94720-3812 Phone: (510) 643-8262 Fax: (510) 643-5385 mailto: unibears-rfp-info@uclink.berkeley.edu E.4.Submittal Deadline. In order to be considered, a Proposal shall be returned to the University of California, Berkeley, Department of Procurement and Business Contracts prior to the Submittal Deadline. Any Proposal received after the Submittal Deadline shall be rejected and returned unless the delay is due to the negligence of the University. It is the Bidder’s sole responsibility to assure that its Proposal is received prior to the Submittal Deadline. E.5.Responsive Proposals. The Proposal must be complete, be submitted by the Submittal Deadline in the required format, and satisfy all of the “shall” requirements in the RFP. Otherwise, the University may declare the Proposal to be non-responsive and not consider it further. E.6.Authorized Proposal. The Proposal and all Bidder correspondence related to it shall be from a duly authorized representative of the Bidder. E.7.Ownership and Copying of Proposal. All Proposals become the property of the University. All information and materials contained in a Proposal submitted to the University may be reproduced by the University for the purpose of providing copies to the University personnel authorized to evaluate the Proposal. E.8.Right to Know Legislation. The University shall comply with all enacted “right to know” legislation and all requirements established by the State of California, Federal, and local governments. The Proposal submitted by the Bidder shall be exempt from public inspection under the California Public Records Act until such time as a Contract is executed. Once a Contract is executed, UCB is obligated to disclose the contents of Proposals submitted in response to an RFP in accordance with the California Public Records Act. The RFP# Unibears2003 Page 23
  28. 28. Act provides that the University may withhold information on trade secrets contained in a Proposal provided each page of such information is marked by the Bidder as a “Trade Secret.” If, after the Contract is executed, a third party requests a copy of any Bidder’s Proposal and the Proposal contains material marked “Trade Secret,” the University shall withhold information so marked if it meets the statutory definition of trade secret and if the Bidder agrees to defend, indemnify, and hold harmless the University in any subsequent legal action based on its withholding. E.9.Proposal Acceptance Period. The University will have a period of one hundred seventy (170) business days from the deadline for Proposals to accept, reject, or negotiate the final terms of a Contract with the selected Bidder. E.10.Bidder's Withdrawal, Modification, and Resubmission of Proposals. Proposals may be withdrawn and/or resubmitted at any time prior to the deadline for Proposals. Proposals may be modified by a written request from the Bidder prior to the deadline for Proposals. The Bidder's contacts regarding withdrawal, modification, or resubmission of a Proposal shall be directed to the University Bid Manager identified above, unless the University directs the Bidder in writing to contact other personnel. E.11.University’s Amendments to RFP. The University may revise or add to the RFP prior to the deadline for Proposals and, at its own discretion, may extend the deadline for all potential Bidders. Such amendments will be clearly marked as such and sent by email to all Bidders who received a copy of this RFP from the University. If an amendment is issued after the deadline for a Notice of Intent to Respond, then the amendment will only be sent to those Bidders who submitted a Notice of Intent to Respond. Any Bidder who fails to receive such amendments shall not be relieved of any obligation under its Proposal as submitted. No oral or written statements made by University personnel shall be considered an amendment to this RFP. E.12.Rejection of Proposals. The University reserves the right to reject any and all Proposals. The University may reject a Proposal from a Bidder who has been delinquent in any prior contract with the University. The University reserves the right to re-solicit Proposals. The University does not guarantee that a Contract will be signed as a result of this RFP. E.13.Integrity of Response. In preparing Proposals, Bidders are cautioned not to delete or alter any material which the University included in this RFP, including the University’s terms, conditions, specifications, or forms, as such changes may render a Proposal non-responsive. E.14.Costs of Response to RFP. RFP# Unibears2003 Page 24
  29. 29. The University is not liable for any costs incurred by a Bidder or potential Bidder in making a Proposal. Bidders are responsible for all costs related to a Proposal, including the cost of attending meetings or making presentations. E.15.Low Ball Submittals. The University shall enter into a Contract only after it has determined that prices to be paid are reasonable. The University reserves the right to have a Bidder provide additional documentation supporting the Bidder's pricing and the Bidder's ability to meet the responsibilities stated in the RFP. E.16.Bid Protest. Any actual or prospective Bidder who has a complaint regarding the solicitation or award of the Contract should first attempt to resolve the grievance with the University of California, Berkeley (UCB), Manager of Procurement and Business Contracts or other University contracting officer involved in the transaction. If a controversy over the solicitation or award of the Contract cannot be resolved at this level, the complainant may file a protest or notice of other controversy with the University Vice Chancellor of Administration. If the University Vice Chancellor of Administration becomes involved in the controversy, the University Vice Chancellor will appoint individuals to investigate the issues involved in the complaint, analyze the findings, consult with the University’s Office of General Counsel, and promptly issue a decision in writing. A copy of the decision will be mailed or otherwise furnished to the complainant and will state the reasons for the decision. A protest or notice of other controversy must be filed promptly and in any event within two calendar weeks after such complainant knows or should have known of the facts giving arise thereto. All protests or notices of other controversies must be in writing. In the event of a timely filed protest, the University will not proceed further with the solicitation or award involved until the protest is resolved or withdrawn, unless the University Vice Chancellor of Administration consults with the Office of General Counsel and makes a written and adequately supported determination that continuation of the procurement is necessary to protect substantial interests of the University. Written notice of the decision to proceed will be given to the complainant and others UCB deems as concerned with the transaction. E.17.Penalty for Collusion. If at any time the University shall find that the Vendor to which a Contract has been awarded has, in presenting a Proposal, colluded with any other party or parties, the University reserves the right to cancel or terminate the Contract so awarded and the Vendor shall be liable to the University for all loss or damage which the University may have suffered. E.18.Multiple Awards. The University reserves the right to make multiple awards as an outcome of this RFP when it is determined to be in its best interest and at its sole discretion RFP# Unibears2003 Page 25
  30. 30. SECTION F.REQUIRED SUBMITTALS F.1.Notice of Intent to Respond (EXHIBIT C). This notice is due prior to the Proposal; see the due date on the first page of the RFP. F.2.Response Cover Page (EXHIBIT D). The Proposal must be submitted with a Response Cover Page (EXHIBIT D), which must be signed by an individual who is authorized to bind the Bidder contractually. In addition to the signature of that individual, this page must show the individual's printed name and title, the date of signature, the name of the company, and the Reference Number of the RFP. F.3.Bidder Certifications (EXHIBIT E). F.4.University of California Business Information Form (EXHIBIT F). F.5.References (EXHIBIT G). The Bidder must provide at least three (3) higher education client references to support its recommended solution and the Bidder services required to implement that solution. Reference information must include the university and division name, the name of at least one relevant project, and a contact name with job title, location, phone number, and email address. The University may contact former clients independently derived by the University. References should be relevant to the requirements of this RFP, including the requirements for the scale of operation and system performance. References may be from either for-profit corporations or non- profit institutions. F.6.Third Party Vendor List (EXHIBIT H). The Bidder shall provide the information shown on EXHIBIT H for each vendor whose Third Party Technology is required to provide any core functionality in the proposed solution F.7.Bidder’s Proposal. The due date for the Proposal is given on the first page of the RFP. See below for a detailed description of the required Proposal contents and format. F.8.Standard Bidder Agreements The Bidder should submit its standard software license and maintenance agreements along with its Proposal. These agreements provide a useful point of reference for the University when the Contract is prepared. However, the University is not obligated to accept the terms and conditions of such agreements unless they conform substantially to the requirements of this RFP. F.9.Product Documentation The Bidder must provide one electronic copy of Product documentation in a standard file format and one printed copies of Product documentation not available in electronic format. One electronic and (if provided) one printed copy must accompany the written RFP response and will be retained by the University as part of the RFP record. RFP# Unibears2003 Page 26
  31. 31. F.10.Product Demonstration The University requires that the Bidder have the capability to provide a live demonstration of its proposed System. The Bidder should propose options for carrying out such a demonstration. For demos proposed at a University site, the Bidder should detail its space and equipment requirements that would need to be fulfilled by the University. If a product demonstration is presented under this RFP, the demo shall enable the University to observe any or all end-user and system administrator functions that are proposed in the Bidder’s response to the RFP, except to the extent that a function cannot be fully demonstrated because doing so would require use of the University’s actual data or integration with the University systems as described in the RFP. F.11.Test Accounts A feature test will be a mandatory part of the evaluation phase for each Bidder conducting a Product Demonstration. Each of these Bidders will be required to provide access for up to fifteen (15) University staff on the Bidder’s server. We will test the feature-set, system administration tools and the product’s ability to work with other software on campus. Describe how this requirement will be met. F.12.Technical Acceptance Testing A Technical Acceptance Test will be a mandatory part of the evaluation phase for the top Bidder. The Technical Acceptance Test period will last approximately one month and will include a thorough test of all areas addressed in this RFP. Describe how this requirement will be met. RFP# Unibears2003 Page 27

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