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HomeMy WebLinkAboutAgreementATTACHMENT "A" STATE OF CALIFORNIA AGREEMENT NUMBER 40549 Agreement No. K-05-297 12 AGREEMENT .tENT NUMBER 4u'49 AM. NO CONTRACTOR IDENTIFICATION NUMBER 0000002931 THIS AGREEMENT, made and entered into this 25'" day of February, 2005, in the State of California, by and between the Trustees of the California State University, which is the State of California acting in a higher education capacity, through its duly _Appointed and acting officer, hereinafter called CSU and CONTRACTOR'S NAME West Publishing Corp., dba, ProLaw Software , hereafter called Contractor, WITNESSETH: That the Contractor for and in consideration of the covenants, conditions, agreements, and stipulation of the University hereinafter expressed, does hereby agree to furnish to the University services and materials as follows: Contract shall provide a web -based matter management software program for the CSU Office of General Counsel in accordance with RFP 40549 and the attached Riders, which are hereby incorporated by reference and made a part of this Agreement. In case of. conflict between the documents, the following order of precedence shall apply: Rider A — CSU General Provisions, consisting of eight (8) pages. Rider B — Scope of Work, consisting of two (2) pages. Rider C — Contractor's Response Section 3 to RFP 40549 Scope of Work, consisting of forty-four (44) pages. Rider D — Software and Fees Schedule, dated 2/23/05, consisting of one (1) page. Rider E —Electronic Delivery of Software, consisting of one (1) page. The term of this Agreement shall be March 1, 2005 through February 28, 2010, with the CSU's option to renew the annual maintenance for additional terms, subject to performance and the same General Provisions. A Project Plan as described in Rider C shall be created and incorporated by amendment. Cost 'he initial license fees for 35 licenses shall be $24,640.00. The initial annual maintenance fees for 36 months shall be .,13,440. Additional licenses shall cost $704 plus $141 per annum Annual Maintenance Fee. Project Management, •it Consulting, Implementation, Training, Portal Installation and customization services shall be provided for a fixed price of $121,125.00. Data Conversion services shall be the fixed price of $15,400. The total fixed price for this Agreement is One Hundred Eighty-three Thousand, five Hundred Sixty-five Dollars and 00/100 ($174,605.00) plus travel and other reasonable project -related expenses up to a maximum of $25,000.00. For reimbursement of travel -related expenses, payment will be made upon submission of invoices and original receipts. Contractor shall report to Christine Helwick, General Counsel. F. this aereemem has been executed by the parties hereto. upon the date first above written. UNIVERSITY CONTRACTOR Trustees of the California State University West Publishing Corp., dba, ProLaw Software BY (AUTHORIZED SIGNATURE) DATE Y BY (AUTHORIZED SIGNATURE) DATE PRINTED NAME AND TITLE OF PERSON SIGNING Tom Roberts, Director PRINTED NAME AND TITLE OF PERSON SIGNING DEPT. Contract Services and Procurement ADDRESS 1520 Tramway NE Albuquerque, NM 87112 AMOUNT ENCUMBERED BY THIS DOCUMENT $199,605.00 REQUIRED CHARTFIELD DISTRIBUTION Account Fund Dept ID Program OTAL AMOUNT ENCUMBERED TO DATE $199,605.00 OPTIONAL CHARTFIELD DISTRIBUTION Class Proj/Grt ATTACHMENT ccA" CRL018— 1/27/04 Agreement- No 40549 ProLaw RIDER A - CSU GENERAL PROVISIONS for INFORMATION TECHNOLOGY ACQUISITIONS 1. Commencement of Work Work shalt not commence under the Contract until a fully executed Contract has been received by the Contractor and the Contractor has been given approval to proceed. Any work performed by the Contractor prior to the date of approval shall be considered as having been performed at the Contractor's own risk and as a volunteer. 2. Invoices In connection with any discount offered; except when provision is made for a testing period preceding acceptance by the CSU, time will be computed from date of delivery of the commodities as specified, or from date that correct invoices are received in the office specified by the CSU if the latter date is later than the date of delivery. When provision is made for a testing period preceding acceptance by the CSU, date of delivery shall mean the date the supplies, equipment or services are accepted by the CSU following the specified testing period. Payment is deemed to be made, for the purpose of earning the discount, on the date of mailing the CSU warrant or check. Invoices shall be submitted, in arrears; to the address stipulated in the Contract. The Contract number and Contractor's Identification number are to be included on the invoice. Final invoice shall be marked as such. The Contractor shall submit invoices to the CSU for payment of goods and services rendered. Unless otherwise specified, the CSU shall pay properly submitted invoices not more than 45 days after (i) the acceptance of goods by the CSU; or (ii) receipt of an undisputed invoice, whichever is later. Late payment penalties shall not apply to this Contract. The consideration to be paid Contractor, as described within the Contract, shall be in full compensation for all of Contractor's expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided. 3. Appropriation of Funds (a) if the term of the Contract extends into fiscal years subsequent to that in which it is approved such continuation of the Contract is subject to the appropriation of funds for such purpose by the Legislature. if funds to effect such continued payment are not appropriated, Contractor agrees to take back any commodities furnished under the Contract, terminate any services supplied to the CSU under the Contract, and relieve the CSU of any further obligation therefore. (b) CSU agrees that if provision (a) above is involved, commodities shall be returned to the Contractor in substantially the same condition in which they were delivered, subject to normal wear and tear. CSU further agrees to pay for packing, crating, transportation to Contractor's nearest facility and for reimbursement to Contractor for expenses incurred for its assistance in such packing and crating. • 4. Cancellation CSU reserves the right to cancel this Contract at any time upon thirty (30) days written notice to the Contractor. 5. Independent Status The Contractor, and the agents and employees of Contractor, in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of the State of California. While Contractor may (or may not) be required under the terms of this Contract to carry Worker's Compensation Insurance, Contractor is not entitled to unemployment or workers' compensation benefits from the CSU. 6. Conflict of interest (a) Should the Contractor provide services for preparation or development of recommendations for the actions which are required, suggested or otherwise deemed appropriate, and which include the provision, acquisition or delivery of products or service; then the Contractor must provide full disclosure of any financial interest including but not limited to service Agreements, OEM, and/or remarketing Agreement that may foreseeable allow the Contractor to materially benefit from the adoption of such recommendations. (b) The CSU requires a Statement of Economic Interests (Form 700) to be filed by any Consultant (or Contractor) who is involved in the making, or participation in the making, of decisions which may forseeably have a material effect on any CSU financial interest [reference G.C. 82019J. 1 Agreement No 40549 ProLaw RIDER A - CSU GENERAL PROVISIONS for INFORMATION TECHNOLOGY ACQUISITIONS The CSU reserves the right to prohibit participation by the Contractor in bidding to or providing services, goods or supplies or any other related action which is required, suggested or otherwise deemed appropriate in the end product of this Contract. 7. Governing Law To the extent not inconsistent with applicable federal law, this Contract shall be construed in accordance with and governed by the laws of the State of California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract. 8. Assignments Without written consent of the CSU, the Contract is not assignable by Contractor either in whole or--inpart. 9. Time Time is of the essence of the Contract. 10. Contract Alterations & integration No alteration or variation of the terns of the Contract shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or Contract not incorporated here in shall be binding on any of the parties hereto. 11. General Indemnity The Contractor shall indemnify, defend and hold the CSU, its officers, agents and employees harmless from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of the contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of the CSU; provided, however, that nothing in this Section 11 shall give rise to liability for claims arising from or relating to the design, performance or failure of any software or other products or Deliverables provided hereunder nor claims relating to the quality of services provided hereunder, which claims are governed by the remedies set forth in Section 33 12. Use of Data The Contractor shall not utilize any information; not a matter of public record, which is received by reason of this Contract, for pecuniary gain not contemplated by the terms of this Contract, regardless of whether the Contractor is or is not under contract at tfie t-ime-such-€;gin rs realrzecTThc rcportTsurve-y, or other product developed by the Contractor pursuant to this Contract is the property of the CSU, and shall not be used in any manner by the Contractor unless authorized by the CSU. 13. Termination for Default The CSU may terminate the Contract and be relieved of the payment of any consideration to Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, the CSU may proceed with the work in any manner deemed proper by the CSU. The cost to the CSU shall be deducted from any sum due the Contractor under the Contract, and the balance, if any, shall be paid the Contractor upon demand. 14. Personnel The Contractor shall make every effort consistent with sound business practices to honor the specific requests of the CSU with regard to assignment of its employees; however, the Contractor reserves the sole right to determine the assignment of its employees. If a Contractor employee is unable to perform due to illness, resignation, or other factors beyond the Contractor's control, the Contractor shall make every reasonable effort to provide suitable substitute personnel. 2 Agreement-No40549 ProLaw RIDER A - CSU GENERAL PROVISIONS for INFORMATION TECHNOLOGY ACQUISITIONS 15. Nondiscrimination (a) During the performance of this Contract; Contractor and its subcontractors shall not deny the Contract's benefits to any person on the basis of religion, color, ethnic group identification, sex, age, physical or mental disability, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age (over 40) or sex. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. (b) Contractor shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12900 et seq.), the regulations promulgated thereunder (California Code of Regulations, Title 2, Sections 7285.0 et seq.), and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Government Code Sections 1 1 135-11 139.5), and the regulations or standards adopted by the awarding state agency to implement such article. (c) Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the Trustees upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours nonce, to such of its books, records, accounts, other sources of information, and its facilities as said Department or Trustees shall require to ascenain compliance with this clause. (d) The provisions of Executive Order 11246, as amended (Equal Employment Opportunity/Affirmative Action), Section 402 of the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended (38 U.S.C. 4212 or VEVRAA), and Section 503 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 793), and the implementing regulations found at 41 CFR 60-1&2, 41 CFR 60-250, and 41 CFR 60-741, respectively, are hereby incorporated by reference. (e) Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (f) Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the contract. (Gov. Code Section 12990, 11 l 35 et seq.; Title 2, California Code of Regs., Section 8107). 16. Drug -Free Workplace Certification By accepting a contract or purchase order, the Contractor certifies under penalty of perjury under the laws of the State of California that the Contractor will comply with the requirements of the Drug -Free Workplace Act of 1990 (Government Code, Section 8355 et. seq.) and will provide a drug -free workplace by doing all of that which Section 8355 et seq. require, 17. Severability The Contractor and the CSU agree that if any provision of this Contract is found 10 be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the Contract shall remain in full force and effect. Either party having knowledge of such term or provision shall promptly inform the other of the presumed non -applicability of such provision. Should the offending provision go to the heart of the Contract, the Contract shall be terminated in a manner commensurate with the interests of both parties, to the maximum extent reasonable. 18. Dispute Any dispute arising under the terms of this Contract which is not resolved within a reasonable period of time by authorized representatives of the Contractor and the CSU shall be brought to the attention of the Chief Executive Officer (or designated representative) of the Contractor and the Chief Business Officer (or designee) of The CSU for joint resolution. At the request of either party, The CSU shall provide a forum for discussion of the disputed item(s), at which time the Vice Chancellor, Business and Finance (or designated representative) of The CSU shall be available to assist in the resolution by providing advice to both parties regarding The CSU contracting policies and procedures. If resolution of the dispute through these means is pursued without success, either party may seek resolution employing whatever remedies exist in law or equity beyond this Contract. Despite an unresolved dispute, the Contractor shall continue without delay to perform its responsibilities under this unless such unresolved dispute involves an amount alleged due hereunder by Contractor in an amount in excess of 3 Agreement No 40549 ProLaw RIDER A - CSU GENERAL PROVISIONS for INFORMATION TECHNOLOGY ACQUISITIONS $10,000. The Contractor shall keep accurate records of its services in order to adequately document the extent of its services under this Contract. 19. Privacy of Personal Information Contractor acknowledges the privacy rights of individuals to their personal information that are expressed in the State's Information Practices Act (California Civil Code Section 1798 et seq.) and in California Constitution Article 1, Section i. Contractor shall not release personal information contained in CSU records without full compliance with applicable state and federal privacy laws. Contractor further, acknowledges Federal privacy laws such as Gramm -Leach -Bliley Act (Title 15. United States Code, Sections 6801(b) and 6805(b)(2)) applicable to financial transactions and Family Educational Rights and Privacy Act (Title 20, United States Code; Section 1232g) applicable to student records and information from student records. Contractor shall maintain the privacy of protected personal information. 20. Waiver of Rights Any action or inaction by the CSU or the failure of the CSU on any occasion to enforce any right or provision of the Contract shall not be construed to be a waiver by the CSU of its rights hereunder and shall not prevent the CSU from enforcing such provision or right on any future occasion. The rights and remedies of the CSU provided herein shalt not be exclusive and are in addition to any other rights and remedies provided by law. 21. Endorsement Nothing contained in this Contract shall be construed as conferring on any party hereto, any right to use the other parties name as an endorsement of product/service or to advertise, promote or otherwise market any product or service without the prior written consent of the other parties. Furthermore nothing in this Contract shall be construed as endorsement of any commercial product or service by the CSU, its officers or employees. 22. Patent, Copyright, and Trade Secret indemnity a) Contractor will indemnify, defend, and save harmless the CSU, its officers, agents, and employees, from any and all third party claims, costs (including without limitation reasonable attorneys' fees), and losses for infringement or violation of any Intellectual Property Right, domestic or foreign, by any product or service provided hereunder. With respect to claims arising from computer Hardware or Software manufactured by a third party and sold by Contractor as a reseller, Contractor will pass through to the CSU, in addition to the foregoing provision, such indemnity rights as it receives from such third party ("Third Party Obligation") and will cooperate in enforcing them; provided that if the third party manufacturer fails to honor the Third Party Obligation, Contractor will provide the CSU with indemnity protection. i) The CSU will notify Contractor of such claim in writing and tender the defense thereof within a reasonable time; and ii) Except as otherwise required by law, Contractor will control the defense of any claim for which it is required to provide indemnity protection; provided, however; that the CSU may participate in such defense at its option and at its -expense. b) Contractor may be required to furnish a bond to the CSU against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Should the Deliverables or Software, or the operation thereof, become, or in the Contactor's opinion are likely to become, the subject of a claim of infringement or violation of a Intellectual Property Right, whether domestic or foreign, the CSU shall permit the Contractor at its option and expense either to procure for the CSU the right to continue using the Deliverables or Software, or to replace or modify the same so that they become non -infringing provided they comply with Contract bid and performance requirements. If none of these options can reasonably be taken, or if the use of such Deliverables or Software by the CSU shall be prevented by injunction, the Contractor agrees to take back such Deliverables or Software and refund any sums the CSU has paid Contractor. lf, in the sole opinion of the CSU, the return of such infringing Deliverables or Software makes the retention of other Deliverables or Software acquired from the Contractor under this Contract impracticable, the CSU shall then have the option of tenninating such Contracts, or applicable portions thereof, without penalty or termination charge. The Contractor agrees to take back such Deliverables or Software and refund any sums the CSU has paid Contractor less any reasonable amount for use or damage: 4 Agreement No 40549 ProLaw RIDER A - CSU GENERAL PROVISIONS for INFORMATION TECHNOLOGY ACQUISITIONS e) Contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Contract for the acquisition, operation or maintenance of computer Software in violation of copyright laws. 23. Compliance with NLRB Orders Contractor declares under penalty of perjury that no more than one final, unappealable finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two-year period because of the Contractor's failure to comply with an order of a federal court which orders the Contractor to comply with an order of the National Labor Relations Board. This provision is required by, and shall be construed in accordance with, Public Contract Code Section 10296. 24. Examination and Audit For contracts in excess of $10,000, the Contractor shall be subject to the examination and audit of (a) the Office of the University Auditor, and (b) the State Auditor, for a period of three (3) years after final payment under the contract in accordance with Government Code Section 8546.7 and with Education Code Section 89045(c & d), respectively. The examination and audit shall be confined to those matters connected with the performance of the contract, including, but not limited to, the costs of administering the Contract. 25. DVBE and Small Business Participation The State of California supports statewide participation goals of 3% for disabled business enterprises, (DVBE Program) and requires agencies to provide a 5% preference when awarding contracts to small businesses. Only small businesses certified by the Office of Small and Minority Businesses (OSMB) are eligible to receive the preference. The CSU encourages all contractors to use the services of DVBE and OSMB-certified small business enterprises whenever possible, and to report their use to the CSU. 26. Citizenship and Public Benefits if Contractor is a natural person, Contractor certifies in accepting this Contract that s/he is a citizen or national of the United States or otherwise qualified to receive public benefits under the Personal Responsibility and Work Opportunity Reconciliation Act of 1996 (P.L. 104-193; 110 STAT.2105, 2268-69). 27. Americans With Disabilities Act (ADA) Contractor warrants that it complies with California and federal disabilities laws and regulations. Contractor hereby warrants that the products or services to be provided under this contract comply with the accessibility requirements of section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, Part i 194. Contractor agrees to promptly respond to and resolve any complaint regarding accessibility of its products or services. Vendor further agrees to indemnify and hold harmless the CSU using the vendor's products or services from any claims arising out of its failure to comply with the aforesaid requirements. Failure to comply with these requirements shall constitute a breach and be grounds for termination of this Contract. 28. Child Support Compliance Act For any contract in excess of S 100,000, the contractor acknowledges in accordance with Public Contract Code Section 7110, that: (a) The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earrings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and (b) The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all.new employees to the New Hire Registry maintained by the California Employment Development Department. 5 Agreement No 40549 ProLaw RIDER A - CSL GENERAL PROVISIONS for INFORMATION TECHNOLOGY ACQUISITIONS 29. Document Referencing All correspondence, invoices, bills of lading, shipping memos, packages, etc., must show the Contract number. If factory shipment, the factory must be advised to comply. Invoices not properly identified with the contract number and contractor identification number may be returned to contractor and may cause delay in payment. 30. Taxes, Fees, Expenses, and Extras (a) Articles sold to the CSU are exempt from certain Federal Excise Taxes. The CSU will furnish an exemption certificate on request. (b) Unless specified otherwise, prices quoted shall be exclusive of required taxes, if any. (c) No charge for delivery, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, cost of bonds, or for any other purpose will be paid by the CSU unless expressly included and itemized in the bid. Unless otherwise indicated on the Purchase Order or Contract, on "FOB Shipping Point" transactions vendor shall arrange for lowest cost transportation. prepay, add freight to invoice, and furnish supporting freight bills over $50. Shipments that are California intrastate in nature and where freight is to be borne by the CSU shall be tendered to carriers with written instructions that rates and charges may not exceed the lowest lawful rates on file with the California Public Utilities Commission. On "FOB Shipping Point" transactions, should any shipments under this Purchase Order or Contract be received by the CSU in a damaged condition and any related freight loss and damage claims filed against the carrier or carriers by wholly or partially declined by the carrier or carriers with the inference that damage was the result of the act of the shipper, such as inadequate packing or loading or some inherent defect in the equipment and/or material, vendor on request of the CSU shall at vendor's own expense assist the CSU in establishing carrier liability by supplying evidence that the equipment and/or material was properly constructed, manufactured, packaged, and secured to withstand normal transportation conditions. 31. Forced, Convict, Indentured and Child Labor By accepting a contract or purchase order, the Contractor certifies that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the State pursuant to this Contract have been laundered or produced in whole or in part by sweatshop Tabor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, or abusive forms of child labor or exploitation of children in sweatshop labor. Contractor shall cooperate fully in providing reasonable access to the Contractor's records, documents, agents or employees, or premises if reasonably required by authorized officials of the CSU, the Department of Industrial Relations, or the Department of Justice determine the Contractor's compliance with the requirements above. (Public Contract Code Section 6108) 32. Covenant Against Gratuities The Contractor shall warrant that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the CSU with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract, For breach or violation of this warranty, the CSU shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the CSU in procuring on the open market any items which the Contractor agreed to supply shall be bome and paid for by the Contractor. The rights and remedies of the CSU provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. 33. Rights and Remedies of CSU for Default (a) In the event any Deliverables furnished or services provided by the Contractor in the performance of this Contract should fail to conform to the requirements herein; or to the sample submitted by the Contractor, the CSU may reject the same, and it shall thereupon become the duty of the Contractor to reclaim and remove the same forthwith or to correct the performance of services, without expense to the CSU, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should the Contractor fail, neglect, or refuse to do so, the CSU shall thereupon have the right to purchase in the open market, in lieu thereof, a 6 Agreement No 40549 ProLaw RIDER A - CSU GENERAL PROVISIONS for INFORMATION TECHNOLOGY ACQUISITIONS corresponding quantity of any such items and to deduct from any moneys due or that may thereafter become due to the Contractor the difference between the price named in the Contract and the actual cost thereof to the CSU. (b) In the event the Contractor shall fail to make prompt delivery as specified of any item, the same conditions as to the right of the CSU to purchase in the open market and to reimbursement set forth above shall apply, except for force majeure. Except for defaults of subcontractors, neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of the offending party. Such acts (known as "force majeure") shall include but shall not be limited to fire, strike; freight embargo or acts of God and of the Government. If a delay or failure in performance by the Contractor arises out of a default of its subcontractor, and if such default arises out of causes beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for_.damages of such delay or failure, unless the supplies or serves to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required performance schedule. (c) In the event of the termination of the Contract, either in whole or in part, by reason of the default or breach thereof by the Contractor, any loss or damage sustained by the CSU in procuring any items which the Contractor therein agreed to supply shall be borne and paid for by the Contractor (d) The rights and remedies of the CSU provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract; provided, however, that except for Contractor's obligations to indemnify the CSU pursuant to Sections 11 or 22 hereof in no event shall (i) Contractor's liability exceed one and one half times the amounts payable by the CSU hereunder (ii) Contractor be liable for consequential, incidental, indirect or special damages. 34. Contractor's Power and Authority The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the CSU hereunder harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the CSU under this Contract. 35. Recycled Content Certification Contractor agrees to certify in writing, under penalty of perjury, the minimum, if not the exact, percentage of recycled content material, as defined in Sections 12161 and 12200 of the Public Contract Code, in materials, goods, or supplies used in the performance of this Contract. 36. Entire Contract This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and shall govern the respective duties and obligations of the parties. 37. Safety and Accident Prevention In performing work under this Contract on CSU premises, Contractor shall conform to any specific safety requirements contained in the Contract or as required by law or regulation. Contractor shall take any additional precautions as the require for safety and accident prevention purposes. Any violation of such rules and CSU may reasonably requirements, unless promptly corrected, shall be grounds for termination of this Contract in accordance with default provisions hereof. 38. Ownership of Deliverables Contractor grants the CSU a non-exclusive, non -transferable, limited license to use the Software, in object code only, and the Deliverables provided hereunder. The CSU hereby acknowledges and agrees that all right, title and interest in and to the Software and Deliverables and any other related materials are, and shall remain, vested solely in Contractor, and the CSU shall not hold itself out as having any ownership or other rights with respect thereto; except as specifically granted hereunder. 39. Follow -On Contracts a) Ifthe Contractor or its affiliates provides Consulting and Direction (as defined below), the Contractor and its affiliates. 7 Aor-eern eft -No 44549 ProLaw RIDER A - CSU GENERAL PROVISIONS for INFORMATION TECHNOLOGY ACQUISITIONS (i) will not be awarded a subsequent Contract to supply the service or system, or any significant component thereof, that is used for or in connection with any subject of such Consulting and Direction; and (ii) will not act as consultant to any person or entity that does receive a Contract described in sub -section (i). This prohibition will continue for one (1) year after termination of this Contract or completion of the Consulting and Direction, whichever comes later. b) "Consulting and Direction` means services for which the Contractor received compensation from the CSU and includes: (i) development of or assistance in the development of work statements, specifications, solicitations, or feasibility studies; (ii) development or design of test requirements; (iii) evaluation of test data; (iv) direction of or evaluation of another Contractor; (v) provision of formal recommendations regarding the acquisition of products or services; or (vi) provisions of formal recommendations regarding any of the above. For purposes of this Section, "affiliates" are employees, directors, partners, joint venture participants, parent corporations, subsidiaries, or any other entity controlled by, controlling, or under common control with the Contractor. Control exists when an entity owns or directs more than fifty percent (50%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority. c) Except as prohibited by law, the restrictions of this Section will not apply: (i) to follow-on advice given by vendors of commercial off -the -shelf products, including Software and Hardware, on the operation, integration, repair, or maintenance of such products after sale; or (ii) where the CSU has entered into a Contract for Software or services and the scope of work at the time of Contract execution expressly calls for future recommendations among the Contractor's own products. d) The restrictions set forth in this Section are in addition to conflict of interest restrictions imposed on public Contractors by California law ("Conflict Laws"). In the event of any inconsistency, such Conflict Laws override the provisions of this Section, even if enacted after execution of this Contract. 40. Expatriate Corporations By accepting a contract or purchase order, the Contractor declares under penalty of perjury under the laws of the State of California that the Contractor is eligible to contract with the CSU pursuant to The California Taxpayer and Shareholder Protection Act of 2003, Public Contract Code Section 10286 et. Seq. 41. insurance Requirements Contractor shall furnish to the CSU prior to the commencement of work an underwriter's endorsement with a certificate of insurance stating that there is General Liability insurance presently in effect for the contractor with a combined single limit of not Tess than S1,000,000 per occurrence, and $2,000,000 aggregate; and that vehicle insurance (where applicable) is in effect with a minimum coverage of$1,000,000 per occurrence. (a) The certificate of insurance shall provide: (i) That the insurer will not cancel the insured's coverage without thirty (30) days prior notice to the CSU; (ii) That the State of California, the Trustees of the California State University, the CSU, and the employees, officers, and agents of each of them, are included as additional insureds, but only insofar as the operations under this contract are concerned; (iii) That the State, the Trustees, and the CSU, and the employees, officers, and agents of each of them will not be responsible for any premiums or assessments on the policy. (b) Contractor agrees that the bodily injury liability insurance herein provided shall be in effect at all times during the term of this contract, In the event said insurance coverage expires at any time or times during the term of this contract, contractor agrees to provide at least thirty (30) days prior to said expiration date, a new certificate of insurance evidencing insurance coverage as provided herein for not less than the remainder of the term of the contract, or for a period of not less than one (I) year. New certificates of insurance are subject to the approval of the CSU; and the contractor agrees that no work or services shall be performed prior to the giving of such approval. In the event contractor fails to keep in effect at all times insurance coverage as herein provided, the CSU may in addition to any other remedies it may have, terminate this contract upon the occurrence of such event. 8 Agreement No 40549 ProLaw RIDER A - CSU GENERAL PROVISIONS for INFORMATION TECHNOLOGY ACQUISITIONS (c) Workers' Compensation insurance coverage as required by the State of California. .greement No, 40549 ProLaw Rider B, Page ] of 2 SCOPE OF WORK Contractor shall provide a web -based matter management software program for 35 users, with some document management capacity, appropriate for in-house law departments, that includes the following features: • Storage of copies of re -useable work product — including work product that is not tied to any particular matter Matter management system with multiple field entries that can be searched and organized by field • Contact directory with multiple field entries that can be searched and organized by field with capability of integrating with Outlook • Individual and office -wide calendaring system with the capability of integrating with Outlook • Capacity to produce graphic and other reports from the information contained in various fields • Powerful and versatile search capabilities of all matters and documents in the system; utilizing Boolean search methods and other strong search took • System that is web -based and can be accessed from off -site • Capacity to incorporate an e-billing system within the software in the future . • Capacity to integrate a document management system in the future • Excellent customer service Technical Specifications • Application must be designed to run on the Microsoft Windows 2000 or 2003 server environment • If any vendor equipment is provided, it must be rack -mountable in a standard 19" equipment rack. DELL PowerEdge servers are recommended for compatibility with existing equipment. • Application must be able to coexist with standard security utilities that might be installed on the server, such as antivirus software ▪ Application must be written to utilize TCP/IP transport • Application must support encrypted communications between the App server and the users workstation • Storage of confidential information on the server must be protected to prevent unauthorized access • Application must not require the installation of a separate desktop client program to access the application Application developers must identify which TCP/IP ports are used by the application Additional Specifications • The vendor must be able to provide significant assistance with further identification of office needs and customization of the product at the outset, transition of information from existing system into new system when it is .greernent No. 40549 ProLaw Rider B, Page 2 of 2 installed, training, and other implementation services after installation, including a refresher training session 30-45 days after implementation. • Vendor to provide annual maintenance service • Vendor shall provide for their installation of Software by installing on the CSU systems directly or through the downloading of the software from a Vendor source. The CSU will not accept software via CD ROM or any other physical media.