The Regents of the University of California
REQUEST FOR PROPOSAL
#MMBV0-06072012-001P
FOR
STUDENT AFFAIRS VIDEO PRODUCTION SERVICES
Date Issued: June 7, 2012
Issued By:
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
RFP Administrator:
Billy S. Vann
UCOP Senior Buyer
UCOP Procurement
1111 Franklin Street, #9307
Oakland, CA 94607
billy.vann@ucop.edu
TABLE OF CONTENTS
NOTICE REQUESTING PROPOSALS ...................................................................................... 4
Where to Obtain RFP Documents and Review Amendments.................................................. 4
Program Administration .......................................................................................................... 4
EXECUTIVE SUMMARY ........................................................................................................... 4
SECTION I: INTRODUCTION AND GENERAL INFORMATION ................................................ 5
Introduction ............................................................................................................................. 5
RFP Title................................................................................................................................. 5
Source and Limitations of Contract Funds .............................................................................. 5
Video Production Services Contract Term .............................................................................. 5
Eligibility: Minimum Applicant Qualifications ............................................................................ 5
UCOP RFP Contact ................................................................................................................ 6
SECTION II: PROGRAM BACKGROUND AND OVERVIEW ..................................................... 6
Overview of the University of California................................................................................... 7
University of California Student Mental Health Collaborative Goal and Outcomes .................. 7
SECTION III: Video Production Services Delivery Policy Framework ......................................... 8
CalMHSA Guiding Principles .................................................................................................. 8
RFP Description ......................................................................................................................... 8
Scope of Work ........................................................................................................................... 8
Minimum Criteria .......................................................................................................................10
Detailed Questions ....................................................................................................................11
Organization/Administration ...................................................................................................11
RFP Process Time Line ............................................................................................................11
Bid Acceptance ......................................................................................................................11
Correspondence/Notifications ................................................................................................12
Withdrawals or Modifications of the RFP................................................................................12
Withdrawals or Modifications of Bids......................................................................................12
Submittal Costs......................................................................................................................12
Disclosure of Records/Confidentiality of Information ..............................................................12
Bidder Classification and Certification ....................................................................................13
Proposal Acceptance Period .....................................................................................................13
University of California Estimates of Usage...............................................................................13
Alternative Proposals ................................................................................................................13
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Initial Contract Term and Extensions .........................................................................................13
Pricing .......................................................................................................................................13
No Mandatory Use ....................................................................................................................14
Audit Requirements ..................................................................................................................14
Marketing References ...............................................................................................................14
University of California Terms and Conditions of Purchase .......................................................14
Evaluation Process and Tender of Contract ..............................................................................14
Bid Evaluation Methodology...................................................................................................14
Evaluation Criteria .....................................................................................................................15
Phase I: Selection of Finalists ................................................................................................15
Phase II: Finalist Presentations, Reference Checks, and Selection .......................................15
Bidder Checklist For Response To Request For Proposal ........................................................16
Bid Response To Request For Proposal ...................................................................................17
Instructions for General, Service and Technical Capabilities Questions .................................17
Bid Cover Sheet: Respondent Identification and Classification ..............................................17
General Capabilities Questions ..............................................................................................17
Exhibit A....................................................................................................................................19
Exhibit B....................................................................................................................................20
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NOTICE REQUESTING PROPOSALS
NOTICE IS HEREBY GIVEN that the University of California Office of the President (UCOP), acting on
behalf of the Board of Regents of the University of California and as a Public Agency, will receive up to,
but not later than 12:01 p.m. on the 13th day of June 2012, qualified proposals for Student Affairs Video
Production Services, RFP #MMBV0-06072012-001P.
Where to Obtain RFP Documents and Review Amendments
Copies of the RFP documents may be downloaded from the University of California’s websites. In
addition, all information concerning this RFP (including amendments) will also be posted on these web
pages.
http://www.ucop.edu/purchserv/rfp/welcome.html
http://www.purchasing.ucla.edu/Portal/app/bids/bids.aspx
Program Administration
California Mental Health Services Authority (CalMHSA) funds will be used for the sole purpose of
administering Prevention and Early Intervention activities specified in this RFP. This RFP is
programmatically managed through the University of California Office of the President and the
University of California Student Mental Health Collaborative (UCSMHC). The UCSMHC was realized
through a partnership between the UCOP Student Affairs and the ten UC Campuses including, UC
Berkeley, UC Davis, UC Irvine, UC Los Angeles, UC Merced, UC Riverside, UC San Diego, UC San Francisco,
UC Santa Barbara, and UC Santa Cruz. The UC Campuses provide the overall programmatic lead of the
UC Student Mental Health Program (UCSMHP) while the UCOP remains the fiscal agent for this project
and serves in a Contractor capacity over the UCSMHP.
EXECUTIVE SUMMARY
This RFP is designed to solicit proposals for the provision of video production services to the University
of California Office of the President Student Affairs. This is a $275,000, multi-year contract which will
service as one of the major components of the overall University of California Student Mental Health
Program initiated through the UCOP and ten UC campuses. In April 2011, the UCOP on behalf of the UC
Board of Regents submitted an application for an overall total of $6.9 million spanning approximately
three years or June 30, 2014. The UCOP is the fiscal agent for the project and the UCSMHC is
responsible for program implementation.
As part of its Student Mental Health Initiative (SMHI), UC will launch a system-wide Social Marketing and
Networking campaign to disseminate information to students, faculty/staff regarding wellness, mental
health and depression, substance abuse and suicide prevention. The Video Production Services
contractor in coordination with the UCSMHC and the UC SMHI Program Manager will produce videos
that will serve as a means for addressing and disseminating information regarding student wellnessand mental health-related issues. The videos will be tailored to reflect the University of California
generally as well as each individual UC campus environment and to relate to the individual campus
community. The videos will be culturally sensitive and linguistically competent.
The campaign seeks to promote the use of mental health services and reduce the stigma and
discrimination associated with mental health through the production and utilization of UC general and
campus-specific videos and Public Service Announcements (PSA).
SECTION I: INTRODUCTION AND GENERAL INFORMATION
Introduction
In recent years issues concerning student mental health have seen heightened national attention, with
colleges and universities reporting unprecedented numbers of students in psychological distress. The
escalation of student mental health cases has seriously taxed the capacity of institutions to respond to
the demand for psychological, psychiatric, and related services. The University of California has not
been immune from this trend. The University’s ten campuses, confronted with tighter budgets and
dwindling resources, have worked creatively to develop a range of strategies, from crisis management
teams and campus-wide collaborations to student wellness campaigns. There is mounting interest on
the part of key constituents, including parents, individual students and student organizations, in student
mental health and the capacity of campuses to respond appropriately. These campus and UC system
efforts have led to a number of reports, system-wide meetings and other initiatives, involving the
campus Vice Chancellors for Student Affairs, the system-wide Academic Senate, individual Regents,
students and parents, among others. Consistent with these efforts, the UC 2006 Student Mental Health
Committee Final Report recommended a three-tier model for addressing student mental health by
providing critical care, targeting vulnerable populations for services, and fostering positive learning
environments.
RFP Title
Student Affairs Video Production Services: University of California Student Mental Health Collaborative
Source and Limitations of Contract Funds
Funding for this contract is derived from the Mental Health Services Act (MHSA) Prevention and Early
Intervention (PEI) funds voluntarily transferred or assigned to CalMHSA from Counties. Such funding
originates from the State of California and may be reduced or eliminated by the State. CalMHSA has no
authorization to obtain additional funding by imposition of taxes, fees, or mandatory contributions. At
the time it entered into the Agreement with the UCOP, the CalMHSA Board of Directors had reason to
believe that it has sufficient funding to satisfy its obligations under the Agreement. If due to unforeseen
contingencies CalMHSA determines it will not be able to fully fund the obligations it has undertaken,
CalMHSA may give notice to the UCOP that the Agreement is cancelled and the Agreement shall no
longer be in full force and effect. In the event of such cancellation, CalMHSA shall have no liability to
pay further funds to the UCOP or to furnish any other considerations under the Agreement and the
UCOP shall not be obligated to further perform any provisions if it’s agreement with CalMHSA or the
awardee of this RFP. CalMHSA may alternatively offer an Agreement amendment to the UCOP to reflect
the reduced amount available. Similarly, in the event of a reduction in funding availability or
cancellation of the grant by CalMHSA, the UCOP shall have no liability to pay further funds to the
awardee of the RFP or to furnish any considerations under the contract. The contractor shall not be
obligated to further perform remaining provisions of its agreement with the UCOP.
Video Production Services Contract Term
Initiation date, 2012 through May 30, 2014
Eligibility: Minimum Applicant Qualifications
An applicant may be a public or private not-for-profit, or for-profit organization in good standing with
the State of California and the federal government. Through the responses required by this RFP, the
respondent must demonstrate the organizational capacity and ability to abide by contract terms,
conditions, provisions, and assurances as well as ensure that all subcontractor(s) will do the same. In
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addition, subcontractors and individual consultants must abide by and are held to all contractual
requirements including product development as described in this RFP document pertaining to the
UCSMHC office ownership work in work produced under this contract.
UCOP RFP Contact
Billy S. Vann., UCOP Senior Buyer, UCOP Procurement, billy.vann@ucop.edu
SECTION II: PROGRAM BACKGROUND AND OVERVIEW
In 2007, the Mental Health Services Oversight Accountability Commission (MHSOAC) approved five
statewide prevention and early intervention (PEI) projects and corresponding funding amounts. In 2008,
the MHSOAC determined that three of the PEI projects would be implemented most efficiently and
effectively if administered through a single statewide entity and subsequently developed strategic plans
for each project: 1) the Suicide Prevention Initiative (California Strategic Plan on Suicide Prevention:
Every Californian is Part of the Solution (approved June 30, 2008)); 2) the Stigma and Discrimination
Reduction Initiative (California Strategic Plan on Reducing Mental Health Stigma and Discrimination
(approved June 25, 2009)); and 3) the Student Mental Health Initiative (approved May, 2010). The
aforementioned plans can be viewed at:
www.mhsoac.ca.gov/MHSOAC_Publications/Documents.aspx
In April 2010, the Department of Mental Health contracted with CalMHSA to administer the funding and
implementation of these three statewide projects. CalMHSA is an organization of county governments
working to improve mental health outcomes for individuals, families and communities. CalMHSA
administers programs funded by the MHSA on a statewide, regional and local basis.
In determining how to implement the MHSOAC’s strategic priorities, CalMHSA formed the
Implementation Ad Hoc Committee to review the three strategic plans referenced above, gather
additional stakeholder input and write a work plan for wider stakeholder review to be submitted to the
MHSOAC for approval. As a result of the work of the Implementation Ad Hoc Committee, CalMHSA
issued the Statewide PEI Work Plan describing how PEI initiatives:

Are voter-approved and paid for through the Mental Health Services Act (Proposition 63);

Transform California’s mental health services approach by uniting California’s diverse
communities to embrace mental wellness and delivering the tools individuals need before they
reach the crisis point; and

Provide an up-front investment that will pay off with cost reductions in health, social services,
education and criminal justice programs.
The work plan is comprised of three comprehensive and coordinated initiatives:

Stigma and Discrimination Reduction Program which uses a full range of PEI strategies to
confront the fundamental causes of stigmatizing attitudes and discriminatory and prejudicial
actions toward people with mental illness and across ages and backgrounds.

Suicide Reduction Program which uses a full range of strategies from PEI intervention to prevent
suicide across ages and backgrounds.

Student Mental Health Program which uses a full range of strategies including campus-based
mental health programs, prevention, early intervention and peer-to-peer activities to promote
mental wellness in the student population.
In 2011, a RFA to support the Student Mental Health Program strategy was released that included
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funding opportunities for all three segments of California’s public system of higher education including
the University of California, California State University and the California Community Colleges. The
purpose was to implement training, peer-to-peer support and suicide prevention with an emphasis on
capacity building and infrastructure development to benefit students throughout all of the systems
consistent with original Student Mental Health Initiative proposal that was developed in 2007.
Overview of the University of California
The University of California is a system comprised of ten campuses throughout California whose mission
is devoted to teaching, research and public service. This system owns five academic medical centers.
There is a central administrative unit, the University of California Office of the President (UCOP),
headquartered in Oakland. The University has over 201,000 graduate and undergraduate students and
160,000 faculty and staff, making UC the world's premier public university. The campuses are located at
Berkeley, Davis, Irvine, Los Angeles, Merced, Riverside, Santa Barbara, Santa Cruz, San Diego, and San
Francisco. The medical centers are located at Davis, Irvine, Los Angeles, San Diego and San Francisco.
The Regents of the University of California (UC) and the UC system-wide Student Affairs Office have
formed the UC Student Mental Health Collaborative (UCSMHC), a consortium of the UC system and its
ten campuses committed to addressing student mental health issues. The increasing demand for
mental health services coupled with the declining capacity to provide them, pose a considerable threat
to the campus learning environment due to their significant adverse impacts not only on the student in
crisis, but on other students, faculty and staff.
In recent years issues concerning student mental health have seen heightened national attention, with
colleges and universities reporting unprecedented numbers of students in psychological distress. The
escalation of student mental health cases has seriously taxed the capacity of institutions to respond to
the demand for psychological, psychiatric, and related services. The UC has not been immune from this
trend. The University’s ten campuses, confronted with tighter budgets and dwindling resources, have
worked creatively to develop a range of strategies, from crisis management teams and campus-wide
collaborations to student wellness campaigns.
Through the UCSMHC, the UC seeks to strengthen and expand existing campus services by
implementing initiatives to develop and/or enhance current campus programs and services, primarily
peer-to-peer support, faculty/staff/student training, and suicide prevention. UC support of current
campus student mental health-related programs will be enhanced through various mechanisms,
including but not limited the use of visual media used to: address distress and depression; training on
recognizing and responding to distressed students; as well as educational programs to reduce stigma
and discrimination related to mental health.
University of California Student Mental Health Collaborative Goal and Outcomes
In 2011, the UCOP was awarded $6.9 million by CalMHSA to support prevention and early intervention
strategies that address the mental health needs of students and advance collaboration between the
three California higher education systems, county and community entities.
The UCSMHC addresses student mental health issues through the two-phase UCSMHP initiative. Phase I
includes developing and enhancing campus programs and services for peer-to-peer support,
faculty/staff/student training, and suicide prevention. Phase II includes strengthening UC’s relationship
with the CSU and CCC systems by collaborating on projects that increase access to services to all
students within the systems, and provide outreach and extend resources statewide.
The UCSMHC contains four major initiatives:
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1.
2.
3.
4.
Training
Suicide Prevention
Social Marketing and Networking
Electronic Resources
The purpose of the video production services is to support new and/or enhanced programs and services
including: screening for distress and depression; training videos and manuals; educational programs to
reduce mental health stigma, and discrimination and bystander training.
SECTION III: VIDEO PRODUCTION SERVICES DELIVERY POLICY FRAMEWORK
CalMHSA Guiding Principles
The UCSMHC fully supports the CalMHSA principles of services which guide this and other aspects of the
overall PEI Student Mental Health Initiative. For purposes of this contract, the principles are intended to
ensure that services delivered adhere to the following:

Services should be complimentary to other CalMHSA funded programs and services and should
complement other state, regional and local resources.

Services should include stakeholder involvement.

Services should be culturally and linguistically competent, respectful and inclusive of California’s
diverse population across all age groups including seniors.

Services should have a lifespan appropriate focus for children, transition age youth, including
transition age foster care youth, and for adults and older adults.

Services should address California’s geographical diversity, ranging from small communities
spread over large rural areas to metropolitan areas with suburban expanse and urban density.

Services should optimally leverage federal, state and local resources.

Services provided by the Video Production Services contractor shall be achievable within the
term of its contract with UCSMHC.

Services should support data driven policy and evidence-based, promising and community
defined practices.

The scale of Video Production services implemented under the contract with the UCSHMC
should be consistent with degree and mount of available resources.
RFP DESCRIPTION
The UCOP Student Affairs is interested in obtaining proposals for Video Production and Deployment
Services for use as a component of the UCSMHP’s Training, Suicide Prevention, Stigma Discrimination
Reduction and Social Marketing and Networking Programs and Initiatives.
SCOPE OF WORK
As part of its Student Mental Health Initiative, UC will launch a system-wide social marketing campaign
to disseminate information to students regarding wellness, mental health and depression, substance
abuse and suicide prevention. The campaign seeks to promote the use of mental health services and
reducing the stigma and discrimination associated with mental health by utilizing UC general videos and
campus Public Service Announcements (PSA).
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All videos will incorporate images and messages reflective of UC’s student population and place
emphasis on targeted populations (e.g., LGBQ, transgender/genderqueer, veterans, former foster youth,
first-generation college students). As a means of reducing stigma and discrimination associated with
mental health issues, messages will be culturally sensitive and linguistically competent. Costs to
produce the videos will vary according to the following items:

Length of videos – (30 seconds -20 minutes in length)

Video Types
o
Public Service Announcements (30-60 second loops): one 60-second loop shot in ½ day
with 2-person crew, “A Role” (interview with straight-on shot).
o
Training videos – Production will repurpose and customize videos from other sources
(e.g., higher education institutions, mental health agencies, professional associations)
for UC and campuses.
o
Original video – Video production costs may include, but are not limited to:







Pre- and post-production
Talent
Script writer
Larger film crew (3-4 person crew)
Editor
Lighting and Sound Crews
Equipment rental if necessary
Deployment – providing access to videos such as online training may result in additional cost. Access to
PSAs may be accomplished through such means as YouTube, UC and campus websites and could be
used to meet Social Marketing and Networking goal.
The following is a list of potential videos which will be prioritized based on CalMHSA-approved Scope of
Work and priority of programs. The list is not comprehensive and additional videos may be required
once implementation of campus programs commence. The list also reflects potential coupling of
content to address student mental health issues. Video production may also include collaboration with
CMH, MHSA stakeholders and CSU/CCC.
Proposed Project Plan
# of Videos by Content or For
Targeted Student Populations or
Campus-based Organizations
Repurposed Videos
TRAINING VIDEOS: Bystander
**Specific content including: 1) Sexual Assault and Alcohol/Substance
Abuse; 2) Stress and Depression; 3) Eating Disorders; 4) Suicide Ideation
(One primary video plus 10 campuses with introduction and closing
bumpers)
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3
TRAINING VIDEOS: Peer-to-Peer
Recognizing and assisting students in need (online training for students to
identify and help students in need)
(One primary video plus 10 campuses with introduction and closing
bumpers)
1
TRAINING VIDEOS: Faculty/TA&GA/Staff
Recognizing and responding to students in distress
1
Responding to Crisis/Threat Assessment (Active Shooter)
1
SUICIDE PREVENTION
*/**Suicide Prevention (One primary video)
1
SOCIAL MARKETING AND NETWORKING
*Public Service Announcements – campuses would utilize the same PSA.
A minimum of 4 PSAs per academic year beginning year 2 will be
produced, with a minimum of 6 new PSAs produced in year 3
10
*What to expect from counseling – Video to market counseling services;
tailored for each campus (One primary video)
1
Psycho-Educational Videos (Ten primary videos)
11
Production of original video
1
Total Proposed Videos
29
Repurposed videos will be used to create UC and campus-specific videos. List does not include any
original videos which may be made by UCSMHC.
* No campus customization necessary, videos will be reproduced from UC general video.
**Campuses will use content and population videos to reach high risk student populations and campusbased student groups.
MINIMUM CRITERIA
A proposer must meet the following minimum qualifications to be given further consideration in the
University's search for the successful bidder. Failure of a firm to meet the minimum qualifications
applicable to the services for which it is submitting a Proposal will result in the Proposal's immediate
rejection.
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DETAILED QUESTIONS
Organization/Administration
A. Describe how your firm is structured to provide video production services.
B. Describe the staffing (professionals and others) who would support this contract if awarded to your
firm.
C. Identify the person (including back-up personnel) who will be responsible for day-to-day
administration of the University's account. Detail each individual’s qualifications and video
production experience. How will your firm assure administrative continuity in the case of turnover
on the University’s account?
D. Identify the person(s) who will be responsible for video production services if your firm is selected.
Detail each individual's qualifications and years of experience.
E. How many years have you provided video production services, as outlined in this Request For
Proposal?
F. Has your firm provided video production services for a Higher Education Client? If so, please provide
details.
RFP PROCESS TIME LINE
Bidders interested in submitting proposals in response to this RFP should do so according to the
following schedule. A Bidder may be disqualified for failing to adhere to the dates and times for
performance specified below; please note that dates are subject to change at UC’s discretion.
Release of RFP
June 7, 2012
Bidders Questions Deadline
June 11, 2012
12:01 p.m.
UC Response to Questions
June 13, 2012
Bids Due
June 18, 2012
4:00 p.m.
Week of June 18,
2012 (est.)
Bidder Interviews
Contract Award
June 29, 2012
The University does not guarantee the above schedule and reserves the right to modify this schedule to
best meet its needs.
Bid Acceptance
The bid must be complete, submitted on the forms provided or in the format indicated, and comply with
all specifications and legal requirements set in this Request for Proposal.
The University reserves the right to reject any submittals which are:

Incomplete or non-responsive
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

Generally unprofessional
Late (late bids are immediately rejected)
If at any time it is found that a person, firm or corporation in their response to this RFP, or to which a
Agreement has been awarded, has colluded with any other party or parties, the University reserves the
right to reject the proposal(s) and/or terminate any Agreement(s) so awarded and all parties involved in
the collusion shall be liable to the University for all loss or damage which the University may have
suffered.
Correspondence/Notifications
All correspondence regarding this RFP must be written, not verbal, and delivered either by email
(preferred) or by fax.
At the mandatory bidder’s conference (see time line, above), all companies or affiliated groups of
companies will be asked to submit the name and contact information for one (1) single-point-of-contact
for all correspondence regarding this RFP. From that point until the award is announced, all RFP
correspondence must occur only between that single point of contact from that company or affiliated
group of bidding companies and the UC RFP Administrator, whose complete contact information
appears on the cover sheet of this document.
This single-point-of-contact approach will be strictly enforced and monitored to ensure equal and fair
distribution of relevant information and RFP updates to all prospective bidders.
Withdrawals or Modifications of the RFP
Modifications and clarifications to the RFP document may be made by the University. Any modification
will be done either as an amendment to the original document or as a “Q&A” clarification and sent by
email to each prospective bidder’s single point of contact. Questions submitted by any one bidder will
be supplied as an anonymously-submitted “Q&A” to all bidders.
The University may extend the due date for all participants in light of significant revision(s) or
amendment(s). The University reserves the right to withdraw or cancel the RFP at any time and to
subsequently re-issue the RFP in the same or modified format.
Withdrawals or Modifications of Bids
Once submitted, bid documents may not be modified.
Bids may be withdrawn. To do so, submit a written request to that effect on company letterhead and
signed by an authorized representative of your company to the RFP administrator (see above).
Submittal Costs
The University of California is not liable for any costs incurred by prospective respondents. Respondent
is responsible for all costs associated with information, proposals, evaluations, materials, visitations, and
demonstrations and personnel furnished to comply with this bid requestor any subsequent request
before issuance of an Agreement.
Disclosure of Records/Confidentiality of Information
Bid response(s) which are incorporated into any resulting contract(s) with the University of California
may be subject to the State of California Public Records Act (CA State Government Code 6250, et. seq.).
This Request for Proposal, together with copies of all documents pertaining to any award, if issued, shall
be kept for a period of five years from date of contract expiration or termination and made part of a file
or record which shall be open to public inspection. Certain private, trade secret or confidential
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information may be considered exempt from the California Public Records Act. Any trade secret or
company confidential information submitted as a part of this bid should be clearly marked “Trade Secret
Information” or “Confidential Information.”
Should a request be made of the University of California for access to the information designated
confidential or trade secret by the bidder and, on the basis of that designation, UC denies the request,
the bidder may be responsible for all legal costs necessary to defend such action if the denial is
challenged in a court of law.
Bidder Classification and Certification
In order to provide fair, open and efficient opportunities for all companies interested in doing business
with the University of California, we ask all potential vendors to pre-qualify for any bidding or supplier
activity. We can use the information provided to track supplier activity, to measure progress against
goals for small business outreach efforts, to shorten the administrative timeline toward a mutually
beneficial agreement, and to monitor compliance with required state and federal codes. Section D
“Bidder Response to Request for Proposal” outlines several forms, included as attachments to this RFP,
which are required along with a full and complete response to all questions, in order to be considered as
a bidder for this scope of work.
PROPOSAL ACCEPTANCE PERIOD
OFFERS SUBMITTED FOR ALL ITEMS SPECIFIED HEREIN SHALL REMAIN VALID FOR AT LEAST ONE
HUNDRED AND SIXTY (160) DAYS FROM THE RFP BID SUBMISSION (DUE) DATE.
UNIVERSITY OF CALIFORNIA ESTIMATES OF USAGE
The University of California uses best efforts to provide a reliable estimate of usage at each campus or
location. This estimate is provided in good faith to assist Bidders in developing a fair and competitive
bid offering, but should in no way be construed as a guarantee of business or of actual usage in future
years. The actual usage in future years could be higher or lower and may differ from the estimates
provided in this RFP.
ALTERNATIVE PROPOSALS
The University of California will weigh all factors noted in this RFP to determine the best course of action
in awarding this part of the University’s business. If a Bidder sees an opportunity to propose a different,
more efficient way to structure pricing and/or services covered in the scope of this RFP, while still
meeting all stated requirements, we ask that the Bidder provide this as an “Alternative Proposal.” The
University of California is committed to reviewing all proposals that meet stated requirements and
which may also offer unanticipated benefits. Only those Bidders that respond to the entire RFP as
written also qualify to bid an “alternative proposal” (Bidders may not only bid an “Alternative
Proposal”).
INITIAL CONTRACT TERM AND EXTENSIONS
It is anticipated that the initial term of any agreement resulting from this RFP will be for a period of
approximately 2 years.
PRICING
1. Price Quotation - The prices quoted in your proposal response shall be the UC net price for the
various services/materials. In other words, for items in the bid pricing submitted, there shall be no
separate or additional charges, fees, handling or other incidental costs following contract award.
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2. Price Protection - The prices quoted in your proposal response shall be firm for at least the first
twelve (12) months of any resulting contract. Longer time periods for price protection may be
submitted as the original or as an alternative proposal to provide additional cost savings
opportunities to the University in exchange for a long term agreement.
3. Additional Earned Incentives and Discounts - Bidders should consider additional discounts which
may reflect what is gained by utilizing efficient business operations, such as:
a. Prompt payment discounts. The University of California considers 30-day payment periods
normal. Additional discounts should be quoted for payments received in 5, 10, 15, and 20
days.
b. Electronic Fund Transfers (EFT) for invoice payment
c. Volume Incentives (additional %-off or net-dollars-off discounts) based upon reaching
specific, mutually agreed upon dollar volume usage levels.
d. Specify any other incentives that may be earned by the University of California.
Please include in your company’s proposal how the Earned Incentives are paid along with frequency of
payment. Provide sample or describe how Earned Incentive dollars are tracked and reported.
NO MANDATORY USE
Bidder is advised that there is no mandatory use policy at the University of California for agreements. A
winning bidder may still see some competition at any given UC location for any given service. However,
by providing outstanding prices and service and the overall best total cost and quality to the University
system wide, the winning bidder is expected to garner a very large percentage of the total available UC
business.
AUDIT REQUIREMENTS
Any agreement resulting from this Request for Proposal shall be subject to examination and audit by the
University of California, the State of California, or the University’s duly authorized third-party auditor for
a period of three (3) years after final payment. The examination and audit shall be confined to those
matters connected with the performance of the agreement, including but not limited to, the costs of
administering the agreement.
MARKETING REFERENCES
The successful bidder shall be prohibited from making any reference to the University of California, in
any literature, promotional material, brochures, or sales presentations without the express written
consent of the University of California Office of the President, Strategic Sourcing Department.
UNIVERSITY OF CALIFORNIA TERMS AND CONDITIONS OF PURCHASE
The University of California Professional Services Agreement, Attachment 1, shall be incorporated into
any purchase agreement resulting from this RFP.
EVALUATION PROCESS AND TENDER OF CONTRACT
Bid Evaluation Methodology
Bids will first be screened as to whether minimum qualifications are met. To be evaluated, the bid must
be submitted on time, complete, and responsive to all questions or requests for information.
Page 14 of 26
The University of California may waive irregularities in a proposal provided that, in the judgment of the
University of California, such action will not negate fair competition and will permit proper comparative
evaluation of bids submitted. The University of California's waiver of an immaterial deviation or defect
shall in no way modify the Request for Proposal documents or excuse the Bidder from full compliance
with the Request for Proposal specifications in the event the contract is awarded to that Bidder.
In performing its review of the bid submittals, the University of California reserves the right to obtain
and use in its evaluation any independently derived information, including but not limited to financial
reports and secondary customer references.
EVALUATION CRITERIA
Phase I: Selection of Finalists
The goal of “Phase I” is to select a small group of finalists. Bids are reviewed and “graded” by a team
representing the University.
The University will evaluate all responsive bids using the following factors:
Proposals will include at a minimum the following information:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Experience for Work Scopes described above in Proposal
List of all personnel who will be assigned to Project.
Resume of Firm Principals
Resumes for all who will be assigned to Project, including length of service with firm.
Company organization and strategic direction
Geographic support at locations listed in RFP
Company financial health
Implementation plan
Quality management and continuous improvement processes
Account management and program administration
The University of California will then assess the total cost of the bid, including in the calculations:



TOTAL PRICE AS QUOTED
Any additional costs, fees, charges, etc. as quoted for items within the scope of the bid
Additional discounts for items/services within the scope of the bid.
Phase II: Finalist Presentations, Reference Checks, and Selection
Only the top finalists may move into Phase II.
The University of California will check references of Bidders that appear to be among the lowest overall
cost per quality points for an award. To warrant consideration for an award, Bidder must successfully
pass the reference checks.
Bidder experience is an important criterion in the selection process. Bidder shall provide a reference list
of four (4) customers who have used the same or similar products and services as specified in this RFP.
At least two of the four should be an entity of similar size and with a comparable scope of operations as
the University of California (i.e., academic, research, or statewide operations). Such services must have
been provided for a period of not less than two (2) years within the previous three (3) years. At least
two of the references provided must be located in California. In addition, please provide the names of
three accounts that have left your company within the last twenty-four (24) months (for reasons other
than consolidations) and give us the reason they left.
Page 15 of 26
For those Bidders who have provided service to the University of California in the previous two (2) years,
UC may decide to use internal data to evaluate Bidder performance in addition to the reference criteria.
Providing or submitting incorrect or incomplete reference information may lead to Bidder's elimination
from consideration for the Agreement. The decision to eliminate Bidder from consideration for the
Agreement for poor reference checks, or for incorrect and/or incomplete reference information shall be
at the sole discretion of the University of California and shall not be subject to appeal.
The University of California reserves the right to accept or reject any or all bids, make more than one
award, or no award, as the best interests of the University of California may appear. Any contract
awarded pursuant to this RFP will incorporate the requirements and specifications contained in the RFP,
as well the contents of the bidder’s proposal as accepted by the UC and will be in writing.
BIDDER CHECKLIST FOR RESPONSE TO REQUEST FOR PROPOSAL
This section is provided in the interest of making it easier to submit a complete bid package. Please
review all items (as noted below), in your bid packages prior to submission of your bid.
On or before RFP Due Date (see time line above), please provide the following:


Your proposal submission in an email (Word or PDF)
Include all files and attachments
TO:
Billy S. Vann
UCOP Senior Buyer
UCOP Procurement
billy.vann@ucop.edu
The RFP Administrator’s package must also contain the following:





A completed UC Business Information Form (Attachment 4)
(If applicable) Certification by the U.S. Small Business Administration
Certificate(s) of Insurance
Audited annual financial reports for the last 2 (two) years (if a privately held company, 10K
filings are acceptable)
A list of 8 (eight) complete Customer References, consisting of four current clients and four
former clients who are no longer contracted with your company.

Please submit name, title, company name, phone number and email address.

Customer references ideally should be using similar services as specified in this RFP. At
least two of the four should be an entity of similar size and with a comparable scope of
operations as the UNIVERSITY (i.e., academic, research, or statewide operations). Such
services should have been provided for a period of not less than two (2) years within the
previous three (3) years. At least two of the references provided must be located in
California.

For those Bidders who have provided service to the University in the previous two (2)
years, whether as part of a system wide agreement or as a one-time bid on a single
service at one location, the University may decide to use internal data and end-user
customer feedback to evaluate Bidder performance in addition to the customer
reference criteria that you provide.
Page 16 of 26
BID RESPONSE TO REQUEST FOR PROPOSAL
Instructions for General, Service and Technical Capabilities Questions




Answers should be provided in space that you create, immediately following the questions, in a
document that begins with the “Bid Cover Sheet”.
Answers should be as brief as they can be, while also being full and complete.
Attachments may be necessary for some questions to further clarify or illustrate a response. In
those cases, please use some widely accepted method (such as labeled divider tabs or page
numbers) to make it easy for the evaluators to find the referenced attachment.
Hard Copy bid response documents, both the Original and the requested copies, must be submitted
in binders and organized exactly as in this document. Please include a Table of Contents.
Bid Cover Sheet: Respondent Identification and Classification
Provide a cover sheet for your response, which contains:
 The following text: Response to University of California REQUEST FOR PROPOSAL #MMBV006062012-001P.
 Company name and address for primary U.S. location or headquarters
 Company contact’s name and title
 Contact’s telephone number, fax number and email address (and mailing address if different
from above)
 Signature of a representative of your company who is duly authorized to enter into bids for
contracts
NOTE: Only the Original bid response, submitted to the RFP Administrator, should contain the original
signature of your company’s representative. All additional copies should have copies of the Original bid
response cover page.
General Capabilities Questions
1. About your firm: Provide firm name, address, contact, and number of years providing Planned
Giving Services. Include statement of capability to complete the scope of work.
2. Project team: Include an organizational chart that depicts reporting responsibilities of proposed
team members—from company officers to professional field staff. Include resumes for each team
member.
3. Project experience: Provide a brief description of Planned Giving experience. Provide three
examples of projects ongoing or completed within the last three years that included investment
management and administration services. List references and provide phone numbers of owner’s
representatives.
4. Fee Proposal: Use the attached form for proposed cost of services.
5. If awarded the business, how would the University account be managed? Specifically, what level of
experience or qualifications would oversee the administration of the account overall and how would
that person interact with local account personnel, drivers, accounts receivable representatives,
senior management, others?
6. Where your company is headquartered (actual street address)? If different, where is the regional
office from which the University account would be managed? How many offices does your company
have in California? Which offices (in-State and out-of-State) would be involved with the University?
7. How often is customer feedback solicited on a formal and informal basis from the executive level of
your company? (i.e. formal customer feedback session might be a “customer advisory board”
Page 17 of 26
quarterly meeting and informal feedback might be a periodic phone call by the VP of Sales to briefly
check in on account satisfaction).
8. Describe your proposed Implementation Plan. Should the University award the business described in
this RFP to your company (include time line for start-up at each campus or system wide, site visits,
marketing efforts, etc.).
9. Invoices are expected to be timely and accurate when submitted to the University, and must
indicate at a minimum:
a. Sales tax as a separate line item
b. Purchase Order (P.O.) Number or release number and the agreement number
c. Any applicable discount
d. Reference to original order and invoice number for all credit invoices issued
e. “Level 2” purchasing card information
Please describe your ability to meet the above minimum data requirements.
10. Describe your company’s invoicing payment terms and conditions, including capabilities (or
limitations) for the following options:
a. Manual Process, individual invoices issued for each ordering department and remitted to
each UC Campus Accounts Payable Office
b. XML and EDI Invoicing and EFT
c. Procurement Card (“P-Card”, a VISA®-type settlement card)
d. Billing by accounting unit (up to 32 digit)
e. Monthly summary billing
f. ACH payments and notification via fax, e-mail or EDI
g. Any other options, please specify
Who within your organization would be responsible for working with University accounts payable
department(s) to set up electronic invoicing and payment? How long would you expect the process of
setting up electronic invoicing and payment to take (provide some detail to substantiate your timeline
estimate)?
Page 18 of 26
EXHIBIT A
Price Proposal
# of Videos by Content or For
Targeted Student
Populations or Campusbased Organizations
Repurposed Videos
Proposed Cost
(Provide both Unit/Each
Cost and Extended Cost)
TRAINING Videos: Bystander
**Specific content including: 1) Sexual Assault and
Alcohol/Substance Abuse; 2) Depression incorporating Eating
Disorders, Stress, Suicide Ideation; 3) Safety;
$
3
(One primary video plus 10 campuses with introduction and
closing bumpers)
$
TRAINING Videos: Peer-to-Peer
Recognizing and assisting students in need (online training for
students to identify and help students in need)
(One primary video plus 10 campuses with introduction and
closing bumpers)
$
1
$
TRAINING Videos: Faculty/TA&GA/Staff
Recognizing and responding to students in distress
1
$
Responding to Crisis/Threat Assessment (Active Shooter)
1
$
1
$
SUICIDE PREVENTION
*/**Suicide Prevention (One primary video)
SOCIAL MARKETING AND NETWORKING
$
*Public Service Announcements – campuses would utilize the
same PSA. A minimum of 4 PSAs per academic year beginning
year 2 will be produced, with a minimum of 6 new PSAs
produced in year 3
10
*What to expect from counseling – Video to market counseling
services; tailored for each campus (One primary video)
1
Psycho-Educational Videos (Ten primary videos)
11
$
$
$
$
Page 19 of 26
EXHIBIT B
UC Professional Services Agreement
UNIVERSITY OF CALIFORNIA
PROFESSIONAL SERVICES AGREEMENT
This Agreement to furnish certain consulting services is made as of [Insert Date] by and between THE
REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California public corporation (hereinafter called
"the University") and [Insert Contractor or Firm Name] hereinafter called (the "Contractor") located at
[Insert Contractor Address] .
I.
NATURE AND PLACE(S) OF SERVICE
A.
The Contractor shall furnish to the University the following described services:
B.
In addition to the services described in subparagraph A. above, the Contractor's
proposal to the University shall be incorporated herein by reference and made part of
this Agreement.
C.
If the Contractor is an entity other than an individual, the University requires that [insert
individual's name within the company] be assigned to perform the work set forth
herein. No reassignment of work to any other individual shall be made without the
written approval of the University
D.
Reports:
The Contractor shall provide reports as described below (include number
of copies and due date).
No report required.
E.
Places(s) of performance will be:
[Insert Place(s) of Performance]
F.
The University will provide working space, equipment, furniture, utilities, and services,
as follows:
[Insert Working Space, etc.]
II.
III.
TERM OF AGREEMENT
A.
The period of performance for this Agreement shall be from [Insert Start Date] through
[Insert End Date].
B.
Either the University or the Contractor may terminate this Agreement for convenience
at any time by giving the other 30 calendar days' written notice of such action.
C.
If one party gives [Insert Number of Days] days' notice to the other of a breach of this
Agreement and the breaching party fails to cure said breach within said [Insert
Number of Days]-day period, this Agreement may be terminated by the non-breaching
party.
COMPENSATION AND REIMBURSEMENT OF EXPENSES
A.
The University will pay the following to the Contractor for services performed:
Page 20 of 26
1.
Professional Fees:
See attached fee schedule.
$ per
x
$ (flat rate)
2.
Other Expenses:
See attached fee schedule.
Per Diem at $_____ for _____ days
Travel expenses (specify)
Other expenses (specify)
MAXIMUM TO BE PAID UNDER THIS AGREEMENT: _________________
B.
Payments.
Payment will be made upon submission of an invoice by the Contractor indicating
the Agreement Number and setting forth charges in accordance with rates
detailed in paragraph A above and the performance schedule in Article IV. below.
The invoice must include the Contractor's taxpayer identification number.
Contractors shall submit invoices to person named in V., below.
Payments will be made on a monthly or periodic basis without invoice provided a
schedule of specific payment has been made a part of this Agreement and is in
accordance with the performance schedule set out in Article IV. below.
No payments shall be made in advance of work performed, except as specified in the
Agreement.
IV.
PERFORMANCE SCHEDULE
[Insert time schedule by which the Contractor is to produce or provide specified material or
perform certain consulting services.]
V.
REPORTING
In performing services hereunder, the Contractor shall report to:
[Insert Director Name], Director
[Insert Unit Name]
VI.
NOTIFICATION
Any written notification required hereunder shall be personally served or mailed by certified
mail, return receipt requested, to the following:
For the University:
[insert Director Name], Director
1111 Franklin Street, 6th Floor
Oakland, California 94607
For the Contractor:
[insert contractor name]
[insert contractor address]
[insert contractor address]
[insert contractor address]
Page 21 of 26
VII.
TAXES
The compensation stated in Article III. of this Agreement includes all applicable taxes and will
not be changed hereafter as the result of Contractor's failure to include any applicable tax, or
as the result of any changes in the Contractor's tax liabilities.
VIII. ASSIGNMENT OR SUBCONTRACTING
The Contractor may not assign or transfer this agreement, or any interest therein or claim
thereunder, or subcontract any portion of the work thereunder, without the prior written
approval of the University. If the University consents to such assignment or transfer, the
terms and conditions of this Agreement shall be binding upon any assignee or transferee.
IX.
PATENTS
Whenever any invention or discovery is made or conceived by the Contractor in the course of
or in connection with this Agreement, the Contractor shall promptly furnish the University
complete information with respect thereto and the University shall have the sole power to
determine whether and where a patent application shall be filed and to determine the
disposition of title to and all rights under any application or patent that may result. The
Contractor will, at University expense, execute all documents and do all things necessary or
proper with respect to such patent applications. The Contractor is specifically subject to an
obligation to assign all right, title and interest in any such patent rights to the University as
well as all right, title and interest in tangible research products embodying such inventions
whether the inventions are patentable or not.
X.
COPYRIGHT
Contractor agrees that all deliverables required herein are works made for hire under the
Copyright Act and, accordingly, that the University owns all right, title, and interest, including,
but not limited to, copyright and all copyright rights in said deliverables. To the extent said
deliverables do not qualify as works made for hire, Contractor hereby assigns irrevocably all
right, title, and interest in said deliverables, including, but not limited to, copyright and all
copyright rights, to the University. Contractor shall execute any and all agreements and
forms that may be required by University in order to effectuate said assignment and to allow
the University to register copyrighted material with the U.S. Copyright Office.
XI.
CONTRACTOR'S LIABILITY AND INSURANCE REQUIREMENTS
1.
The Contractor shall defend, indemnify, and hold the University, its officers, employees,
and agents harmless from and against any and all liability, loss, expense (including
reasonable attorneys' fees), or claims for injury or damages that are caused by or result
from the negligent or intentional acts or omissions of the Contractor, its officers, agents,
or employees.
2.
The Contractor, at its sole cost and expense, shall insure its activities in connection
with the work under this Agreement and obtain, keep in force, and maintain insurance
as follows:
a.
Commercial Form General Liability Insurance (contractual liability included) with
limits as follows:
(1)
Each Occurrence
$1,000,000
(2)
Products/Completed Operations
$2,000,000
Aggregate
(3)
Personal and Advertising Injury
$1,000,000
(4)
General Aggregate
$2,000,000
Page 22 of 26
If the above insurance is written on a claims-made form, it shall continue for three
years following termination of this Agreement. The insurance shall have a
retroactive date of placement prior to or coinciding with the effective date of this
Agreement.
b.
Business Automobile Liability Insurance for owned, scheduled, non-owned, or
hired automobiles with a combined single limits not less than One Million dollars
($1,000,000) per occurrence. (REQUIRED ONLY IF THE CONTRACTOR
DRIVES ON THE UNIVERSITY PREMISES IN THE COURSE OF
PERFORMING WORK FOR UNIVERSITY.)
c.
Professional Liability Insurance with a limit not less than One Million dollars
($1,000,000) per occurrence. If this insurance is written on a claims-made form,
it shall continue for three years following termination of this Agreement. The
insurance shall have a retroactive date of placement prior to or coinciding with
the effective date of this Agreement.
d.
Workers' Compensation as required by California State law.
It should be expressly understood, however, that the coverage and limits referred to under a.,
b., and c. above shall not in any way limit the liability of the Contractor. The Contractor shall
furnish the University with certificates of insurance evidencing compliance with all
requirements prior to commencing work under this Agreement. Such certificates shall:
(1)
Provide for thirty (30)-days advance written notice to the University of
any modification, change, or cancellation of any of the above insurance
coverage.
(2)
Indicate that “The Regents of the University of California as additionally
insured” on all documents under the coverage referred to under a. b.,
and c.
(3)
Include a provision that the coverage will be primary and will not
participate with nor be excess over any valid and collectible insurance or
program of self-insurance carried or maintained by the University.
It should be further understood that the provisions under (2) and (3) above shall only apply in
proportion to and to the extent of the negligent act or omissions of the Contractor, its officers,
agents, or employees.
XII.
RECORDS ABOUT INDIVIDUALS
The State of California Information Practices Act of 1977, as well as University policy, sets
forth certain requirements and safeguards regarding records pertaining to individuals,
including the rights of access by the subject individual and by third parties.
If the Contractor creates records about an individual of a confidential or personal type,
including notes or tape recordings, the information shall be collected to the greatest extent
practicable directly from the individual who is the subject of the information. When collecting
the information, the Contractor shall inform the individual that the record is being made and
the purpose of the record. Use of recording devices in discussions with employees is
permitted only as specified in this Agreement.
XIII. OWNERSHIP AND ACCESS TO RECORDS
While ownership of confidential or personal information about individuals shall be subject to
negotiated agreement between the University and the Contractor, records will normally
become the property of the University of California and subject to state law and University
policies governing privacy and access to files.
Page 23 of 26
XIV. EXAMINATION OF RECORDS
The University, and if the applicable contract or grant so provides, the other contracting party
or grantor (and if that be the United States, or an agency or instrumentality thereof, then the
Controller General of the United States) shall have access to and the right to examine any
pertinent books, documents, papers, and records of the Contractor involving transactions and
work related to this Agreement until the expiration of five years after final payment hereunder.
The Contractor shall retain project records for a period of five years from the date of final
payment.
XV.
CONFLICT OF INTEREST
1.
The Contractor shall not hire any officer or employee of the University to perform any
service covered by this Agreement. If the work is to be performed in connection with a
Federal contract or grant, the Contractor shall not hire any employee of the United
States government to perform any service covered by this agreement.
2.
The Contractor affirms that to the best of his/her knowledge there exists no actual or
potential conflict between the Contractor's family, business, or financial interests and
the services provided under this Agreement, and in the event of change in either
private interests or service under this agreement, any question regarding possible
conflict of interest which may rise as a result of such change will be raised with the
University.
3.
The Contractor shall not be in a reporting relationship to a University employee who is
a near relative, nor shall the near relative be in a decision-making position with respect
to the Contractor.
XVI. AFFIRMATIVE ACTION
The Contractor recognizes that as a federal and state government contractor or
subcontractor, the University of California is obligated to comply with certain laws and
regulations of the federal and state government regarding equal opportunity and affirmative
action. When applicable, the Contractor agrees that, as a government subcontractor, the
following are incorporated herein as though set forth in full: the non-discrimination and
affirmative action clauses contained in Executive Order 11246, as amended by Executive
Order 11375, relative to equal employment opportunity for all persons without regard to race,
color, religion, sex or national origin, and the implementing rules and regulations contained in
Title 41, part 60 of the Code of Federal Regulations, as amended; the non-discrimination and
affirmative action clause contained in the Rehabilitation Act of 1973, as amended, as well as
the Americans With Disabilities Act relative to the employment and advancement in
employment of qualified individuals with disabilities, and the implementing rules and
regulations in Title 41, part 60-741 and 742 of the Code of Federal Regulations; the nondiscrimination and affirmative action clause of the Vietnam Era Veterans Readjustment
Assistance Act of 1974 relative to the employment and advancement in employment of
qualified special disabled veterans and Vietnam era veterans without discrimination, and the
implementing rules and regulations in Title 41, part 60-250 of the Code of Federal
Regulations; and the non-discrimination clause required by California Government Code
Section 12900 relative to equal employment opportunity for all persons without regard to
race, religion, color, national origin, ancestry, physical handicap, medical condition, marital
status, age, or sex, and the implementing rules and regulations of Title 2, Division 4, Chapter
5 of the California Code of Regulations. The Contractor, as a government subcontractor,
further agrees that when applicable it shall provide the certification of non-segregated
facilities required by Title 41, part 60-1.8(b) of the Code of Federal Regulations.
Page 24 of 26
XVII. CONFIDENTIALITY
The Contractor shall use his or her best efforts to keep confidential any information provided
by the University and marked "Confidential Information," or any oral information conveyed to
the Contractor by the University and followed by a written communication within thirty (30)
days that said information shall be considered Confidential Information. This non-disclosure
provision shall not apply to any of the following:
1.
Information which the Contractor can demonstrate by written records was known to him
or her prior to the effective date of this Agreement;
2.
Is currently in, or in the future enters, the public domain other than through a breach of
this Agreement or through other acts or omissions of Contractor; or
3.
Is obtained lawfully from a third party.
XVII. NON-WAIVER
Waiver or non-enforcement by either party of a term or condition shall not constitute a waiver
or a non-enforcement of any other term or condition or of any subsequent breach of the same
or similar term or condition.
XIX. NO THIRD-PARTY RIGHTS
Nothing in this Agreement is intended to make any person or entity who is not signatory to
the agreement a third-party beneficiary of any right created by this Agreement or by operation
of law.
XX.
TIME IS OF THE ESSENCE
Time is of the essence in this Agreement.
XXI. STANDARD FOR PERFORMANCE
The parties acknowledge that the University, in selecting the Contractor to perform the
services hereunder, is relying upon the Contractor's reputation for excellence in the
performance of the services required hereunder. The Contractor shall perform the services in
the manner of one who is a recognized specialist in the types of services to be performed. All
deadlines set forth in the Agreement are binding and may be modified only by subsequent
written agreement of the parties. The Contractor shall devote such time to performance of
its, her, or his duties under this Agreement as is reasonably necessary for the satisfactory
performance of such duties within the deadlines set forth herein. Nothing in the foregoing
shall be construed to alter the requirement that time is of the essence in this Agreement.
XXII. DISPUTE RESOLUTION
Any dispute arising regarding the interpretation or implementation of this Agreement,
including any claims for breach of this Agreement, shall be resolved by submitting the claim
for arbitration to the American Arbitration Association in accordance with its rules and
procedures applicable to commercial disputes. The location of any arbitration hearing shall
be Oakland, California, and any enforcement of the arbitrator's decision shall be brought in
the Superior Court of Alameda County, California.
XXIII.
ATTORNEY'S FEES
In any action brought by a party to enforce the terms of this Agreement, the prevailing party
shall be entitled to reasonable attorney's fees and costs. The prevailing party shall be
entitled to the reasonable value of any services provided to it by in-house counsel. The
reasonable value of services provided by in-house counsel shall be calculated by applying an
hourly rate commensurate with prevailing market rates charged by attorneys in private
practice for such services.
Page 25 of 26
XXIV.
REPRESENTATIVES
Any changes to this Agreement may be made only by the following representatives of the
University, or their successors as designated in writing:
Responsible Administrative Official
Program Review Official
___________________________
________________________
___________________________
________________________
___________________________
________________________
___________________________
________________________
XXV. ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties and supersedes all prior
written or oral agreements with respect to the subject matter herein. Any modification to this
Agreement must be on Amendment forms (Appendix 2).
XXVI.
APPLICABLE LAW
This agreement shall be governed by the laws of the State of California.
THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA
CONTRACTOR
(Signature)
(Date)
(Signature)
(Date)
_____________________________
Responsible Administrative Official
Employer Identification Number
_________________________________
Title
(Signature)
(Date)
________________________________________
Program Review Official
________________________________________
Title
Page 26 of 26