RFP#: UCOP/Data Center Models/2008

Request for Proposalto Recommend Next Generation Data Center Models to

Address the University of California’s Future Requirements for Academic and Administrative

Computing

Office of Strategic SourcingUniversity of California, Office of the President

Issue Date: March 27, 2008Response Deadline: April 21, 2008 5:00 PM PST

0

Table of Contents

Section I General Information

Section II University Fact Sheet

Section III Scope of Work

Section IV Bidder Response

Exhibits

1) University of California Business Information Form2) Independent Consultant Agreement Form3) Data Security Appendix

1

SECTION I: GENERAL INFORMATION

A. Purpose of the RFPThe purpose of this Request for Proposal (“RFP”) is to invite qualified professional services firms to prepare and submit a proposal (or “bid”) to provide an analysis of the University’s existing data center environment, to articulate future growth projections, and to develop recommendations based on findings, “best practices” and business case analysis for a next generation data center architecture for the University of California.

Power and space constraints are significant inhibitors today on UC campuses, each of which has at least one central computing facility and multiple departmental “data centers” housing research computing clusters. As a result, current investments in duplicative and costly computing facilities are unsustainable and leave no obvious options for expansion to address future needs. The University needs a more cost effective, energy efficient, integrated approach to provisioning data center computing services for the UC community and is committed to exploring a range of options to fulfill future requirements. A successful partnership with consulting experts will result in a compelling business case for adoption of new strategies to move to a more innovative, sustainable, flexible and cost effective model for computing services infrastructure to serve the mission-critical activities of the University.

B. University LocationsThe University is comprised of the following sites:

Ten Campuses with five Medical Centers – UC Berkeley, UC Davis, UC Davis Medical Center, UC Irvine, UC Irvine Medical Center, UCLA, UCLA Medical Center, UC Merced, UC Riverside, UC San Diego, UC San Diego Medical Center, UC San Francisco, UC San Francisco Medical Center, UC Santa Barbara, and UC Santa Cruz.

The remote offices associated with each campus including the UC teaching and

administrative offices located in Washington, D.C. and the agricultural field stations,

The Office of the President located in Oakland, California and associated offices in Sacramento Berkeley and Santa Barbara.

C. ObjectivesThe overall objective of the RFP is to select a professional services partner(s) to assist the University with:

Data collection, using a series of clearly defined, industry standard metrics (e.g. sq ft, MIPS, terabytes, clusters, megawatts, FTE, operating costs, and other metrics as required.).

2

Developing future growth projections for data center infrastructure and / or services required at UC locations based on location data and external benchmarks.

Identifying, assessing and recommending options for new models for delivery of state of the art,  cost effective, energy efficient data center solutions for the University of California

Working with UC IT, academic and administrative leaders to develop a business case for presentation to the UC Chancellors and UC Board of Regents.

D. Issuing Office and Communications Regarding the RFP The University of California Office of the President (UCOP) is issuing this RFP and any subsequent addenda to it. UCOP is the sole point of contact regarding all procurement and contractual matters relating to the requirements described in this RFP, and are the only office authorized to change, modify, clarify, etc., the specifications, terms, and conditions of this RFP and any contract(s) awarded as a result of this RFP.

All communications, including any questions and requests for clarification concerning this RFP, should be addressed in writing via email to:

Cathy O’SullivanIT Strategic SourcingUniversity of California, Office of the PresidentE-mail: cathy.osullivan@ucop.edu

E. RFP DatesQualified suppliers interested in submitting proposals in response to this RFP should do so according to the following schedule. A supplier will be disqualified for failing to adhere to the dates and times for performance specified below (all times Pacific Time):

Date Time (PT)

Event / Location

March 27, 2008 RFP issuedTHURSDAYApril 10, 2008

5:00 PM RSVP by email re: Bidders Conference Attendance to Cathy.Osullivan@ucop.edu.

MONDAYApril 14, 2008

1:00 PM – 3:30 PM

MANDATORY Bidders Conference(see below for RSVP information) CSU Conference Center Room 2 1000 Broadway Oakland, CA 94607

FRIDAYApril 18, 2008

9:00AM Deadline for submission of questions related to the RFP

THURSDAYApril 24, 2008

10:00AM UCOP responds with answers to questions to all who registered at the MANDATORY Bidders Conference

3

THURSDAYMay 8, 2008

4:00PM Deadline for receipt of supplier proposals

TBD 2008 8:00 AM Optional supplier presentations at the discretion of UCOP

TBD 2008 5:00 PM Contract award

F. Addenda to the Request for ProposalAny changes, additions, or deletions to the Request for Proposal will be in the form of written addenda issued by UCOP. Any addenda to this Request for Proposal will be posted at the UCOP Bid Posting Website:http://www.ucop.edu/purchserv/rfp/welcome.html

Bidders are instructed to check the website often for updates regarding the RFP.

G. Questions Regarding the Request for ProposalFriday, April 18 is the deadline for submission of written questions regarding the RFP. Questions must be submitted in writing via email to the RFP Administrator at Cathy.Osullivan@ucop.edu. The RFP Administrator will route questions appropriately to the UC system-wide team and then publish the questions (as anonymous submissions) and answers to ALL who have registered at the Mandatory Bidders Conference. It is the intent of the RFP Administrator to publish Questions and Answers as they become available, but they will be distributed to all registered participants in a consolidated format no later than 10:00 am, Thursday, April 24, 2008.

NOTE: The University encourages the submission of questions prior to the Bidders Conference. The University will either answer the question in the Bidders Conference or will be able to provide an update on the expected timeline and/or scope of the answer.

H. Mandatory Bidders Conference and RSVP Information On Monday, April 14, 2008, UC Office of the President will host a Mandatory meeting for all prospective bidders on this RFP. University of California IT strategists and data center experts will be present to answer questions.

To qualify to bid on this RFP, at least one (1) representative must be present from your company. Each company is limited to three (3) attendees. A company may attend and later decide not to bid.

Please have one person from your company send an email to the RFP Administrator, Cathy O’Sullivan (cathy.osullivan@ucop.edu) with the expected attendance from your organization. This RSVP should be received no later than April 10, 2008 at 5:00 pm PT.

The location for the Bidders Conference is across the street from UC Office of the President:

CSU Conference Center

4

Room 21000 BroadwayOakland, CA 94607

Note that while a CSU (California State University) conference center is the location for this meeting, the California State University system is not participating in this RFP.

I. Instructions for Submitting ProposalsOne (1) signed original proposal, four (4) hard copies and one (1) electronic copy on CD must be received by UCOP no later than 4:00pm (Pacific Time), May 8, 2008. Late proposals will not be accepted. Bids sent via facsimile or email will not be accepted.

The University strongly encourages bidders to submit hard copies that are printed “double-sided” to conserve paper.

One copy of the entire RFP document must be returned with your proposal. Proposals must be signed by a company Officer authorized to enter into contracts on behalf of the bidding firm. The submission of a signed proposal will confirm understanding and acceptance of all requirements, terms, and conditions of the RFP unless specific exceptions are stated and alternative language or provisions are offered for consideration.

Unsolicited materials, such as marketing brochures, in your response are strongly discouraged.

Bids must be sealed and marked: Data Center Professional Services Bid Response.

University of California Office of the PresidentIT Strategic SourcingAttn: Cathy O’Sullivan1111 Franklin St., 7th FloorOakland, CA 94607-5200(510) 987-0121

J. Qualification of Bidders - MandatoryThe intent of this solicitation is to provide for UCOP’s successful implementation of the programs as specified herein. UCOP believes that the supplier’s previous experience, financial stability, expertise of its personnel, overall cost and related factors are important in assessing the bidder’s potential to meet the goals and objectives of the program. Accordingly, prospective bidders must conform to the following minimum qualification standards and be able to provide the following information if requested, in order to be considered for award.

1. For each Bid section(s) specified in this RFP, bidders must have verifiable successful experience in the last three years in providing the range of services specified in this RFP as a primary vendor for at least three large, decentralized, multi location organizations.

5

2. Bidders shall submit audited financial statements for the past two (2) years (or equivalent data) in order to establish its financial capability to provide the required products and services.

3. Bidders shall furnish documentation which shall evidence their capability to provide the required services by possessing adequate available resources, including personnel, support, systems, comprehensive methodologies/tools, organization structure, operation controls, quality control, and other related factors.

4. Bidders shall demonstrate the ability to obtain the necessary insurance required by the University (see Section XI of Exhibit 2, the University of California Independent Consultant Agreement).

5. Bidders shall possess all trade, professional, or business licenses as may be required by the work contemplated by this RFP.

K. Proposal Format GuidelinesBidders must submit their proposals in the format presented in Section IV. The entire Proposal must be submitted in both hard and electronic copy (CD). Proposals are to use the same section names and numbers. Proposals must provide a complete response to all requirements stated. Incomplete proposals are subject to disqualification. Proposals shall be complete, submitted in the prescribed format, and comply with all specifications and legal requirements.

L. Scope of WorkThe Scope of Work described in Section III of this RFP is the complete scope of work for this bid opportunity. There may be a separate and different bid opportunity for services relating to the implementation of data center design recommendations, as determined by the University.

M. Proposal Evaluation and Contract AwardThis solicitation, the evaluation of proposals, and the award of any resulting contract shall be made in conformance with applicable University policies and State of California law. UCOP reserves the right to withdraw this Request for Proposal at any time. All documents submitted to UC on behalf of this RFP will become the exclusive property of the UC system and will not be returned.

Any contract(s) resulting from this Request for Proposal will be awarded to the responsive and responsible bidder(s) whose proposal, in the opinion of UCOP, offers the greatest benefit to the University when considering the total value to be delivered, including, but not limited to, the quality of professional services offered and the total cost of the contract to the University.

Representatives within the University system and UCOP may evaluate proposals. The evaluators will examine each proposal to determine the effectiveness of the proposal in

6

meeting UCOP’s program requirements. In addition to the materials provided in the proposals, UCOP may request verbal presentations and/or additional information.

UCOP seeks the optimal total value solution. Factors that will be used to evaluate proposals include, but are not limited to:

a) Company organization and strategic directionb) Higher Education/Research professional services experiencec) Expertise of personnel identified in this proposal and the percentage of time that they

will commit to this engagementd) Proposed approach, methodology and tools for completing work requirementse) Data center study and design expertise in large, decentralized, multi-location

organizationsf) Achieved results with similar engagementsg) Overall cost and shared risk/savings plan

UCOP reserves the right to accept or reject any or all bids, make one award, more than one award, or no award, at UCOP’s sole discretion. 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 UCOP.

N. Rejection of ProposalsUCOP reserves the right to reject specific proposals that do not conform to requirements set forth in this RFP, including, without limitation, proposals which contain the following:

1. Late or incomplete proposals;2. Failure to conform to the rules or requirements contained in the Request for Proposal;3. Proof of collusion among bidders, in which case all proposals involved in the

collusive action will be rejected;4. Noncompliance with applicable law, unauthorized additions or deletions, incomplete

proposals, or irregularities of any kind which may tend to make the proposal incomplete, indefinite or ambiguous as to its meaning;

5. Provisions reserving the right to accept or reject an award, or to enter into a contract containing terms and conditions that are contrary to those in the solicitation.

O. Proposal Preparation CostsAll costs incurred in the preparation and submission of proposals and related documentation, including bidder presentation to UC, shall be borne by the bidder.

P. Proposal Acceptance Period"Acceptance Period" as used in this provision, means the number of calendar days available to UCOP for awarding a contract. All bids shall remain available for UCOP acceptance for a minimum of 120 days following the RFP closing date.

Q. Initial Contract TermIt is anticipated that the initial term of any agreement resulting from this RFP will be for a period of one (1) year.

7

R. Optional Renewal Term(s)UCOP may, at its sole option, extend or renew the agreement for up to three (3) additional one-year periods at the same terms and conditions.

S. Audit RequirementsAny agreement resulting from this Request for Proposal shall be subject to examination and audit by the University of California and the State of California 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.

T. Marketing ReferencesThe successful bidder shall be prohibited from making any reference to the University, in any literature, promotional material, brochures, or sales presentations without the express written consent of UCOP Strategic Sourcing Department.

U. Insurance RequirementsIf work is to be performed on University premises, bidders(s) shall furnish a certificate of insurance acceptable to UCOP. All certificates shall name the Regents of the University of California as an additional insured and be in compliance with Section XI of Exhibit 2, the University of California Independent Consultant Agreement. The certificate must be submitted to UCOP Strategic Sourcing Department prior to the commencement of services and delivered to:

University of California Office of the President – Strategic SourcingAttn: Cathy O’Sullivan1111 Franklin St., 7th FloorOakland, CA 94607-5200(510) 987-0121

V. University of California Terms and Conditions The University of California Standard Terms and Conditions shall be incorporated into the agreement resulting from this RFP, see Exhibit 2, the University of California Independent Consultant Agreement (“ICA Agreement”), which substantially represents the terms and conditions.

W. Errors and OmissionsIf the bidder discovers any discrepancy, error, or omission in this RFP or any Exhibits attached, UCOP should be notified immediately and a written clarification/notification will be issued to all bidders who have been furnished a copy of this RFP for bidding purposes. No bidder will be entitled to additional compensation for any error or discrepancy that appears in the RFP.

X. Ownership of Work Product

8

Ownership of any work developed under this order, and all right title and interest therein shall vest in the Regents of the University of California. This includes any and all data sets and computers programs created for this analysis including any enhancements to existing data sets provided by the University. This includes any and all work materials, draft plans, preliminary analyses, and all other work materials created by the contractor for this contract. In order to effectuate the foregoing, it is expressly understood and acknowledged that the work shall be deemed to be a work made for hire under the U.S. copyright laws. In the event that the work is determined by a court or competent jurisdiction not be a work made for hire under the U.S. copyright laws, this agreement shall operate as an irrevocable assignment by the successful bidder/vendor to the Regents of the University of California of the copyright in the work, including all right, title and interest in perpetuity.

Y. Identification of a Project DirectorContractor shall identify a Project Director who will be ultimately responsible for all aspects of the work undertaken in fulfillment of this project. The Project Director and key staff shall be available on a weekly basis to participate in a conference call with the University on progress toward project goals.

Z. Substitution of Key StaffIn the event that successful bidder wishes to replace a key staff member identified in the successful proposal, the following procedure shall be employed.

The Project Director shall notify the University at least forty (40) days before the contractor wishes to substitute or significantly reduce the time a key staff member will be spending on the project.

When an individual is identified that is proposed to substitute for the key staff member, the Project Director shall provide a resume containing related experience. The proposed substitute shall have at least as much relevant experience as the staff member leaving. The University retains sole discretion to determine whether the proposed substitute has at least as much relevant experience.

The resume of the proposed substitute key staff member shall be provided to UCOP at least 40 days before the substitution is proposed. UCOP will determine whether the proposed staff member is an acceptable substitute within 5 days of receiving the resume. It is understood that some circumstances relating to staff changes are not under the contractor’s control. In such a situation, it is the responsibility of the contractor to identify and obtain the services of an individual with comparable experience that is acceptable to the University.

Due to the nature of the work undertaken in this project, the contractor agrees to maintain confidentiality throughout the period of this contract and beyond. Contractor and contractor’s agents shall make no written or oral statements, public or otherwise, regarding the nature of the work being performed or results obtained, without prior express written consent by the University.

9

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

10

SECTION II: UNIVERSITY INFORMATION

The University of California encourages bidders to consult the extensive information available at http://www.universityofcalifornia.edu/news/quickfacts.html in an effort to better understand the University system.

About the University of California

A. The University of California System

The University of California, founded in 1868, is a system of 10 campuses with a mission of teaching, research and public service. With over 214,000 graduate and undergraduate students, UC is the world’s premier public university. UC has three law schools, five medical schools and the nation’s largest continuing education program. The University also manages Lawrence Berkeley National Laboratory, which is engaged in energy and environmental research. The University of California’s Natural Reserve System manages approximately 130,000 acres of natural habitats for research, teaching and outreach activities. The University of California is governed by The Regents, a 26-member board, as established under Article IX, Section 9 of the California Constitution.

B. Employment and Enrollment Summary

The table below summarizes the “total enrollment” and “total employees” of the University of California. Total enrollment figures include all Full- and Part-time students, and both Undergraduate and Graduate students. Total employment figures include all Full- and Part-time employees.

University of California Facts in Brief: Population of Students and Faculty/Staff

UCD UCB UCSF UCSC UCM* UCSB UCR UCLA UCI UCSD UCOP LBNL TOTAL

Students 30,475 33,933 4,326 15,364 1,286 21,082 16,875 38,218 25,871 26,868 214,298

Faculty and Staff

27,568 21,418 20,852 7,414 1,038 10,019 7,240 38,018 16,961 24,677

2,145Plus1,488 in DANR**

3,800 178,838***

*UC Merced opened in Fall 2005**DANR = Department of Agriculture and Natural Resources*** The Total University Employment figure does not include the employees of Lawrence Berkeley LabData Sources: April 2007 Personnel Tables (view at http://www.ucop.edu/ucophome/uwnews/stat/headcount_fte/apr2007/welcome.html)Fall 2006 Statistic Summary of Students and Staff (view at: http://www.ucop.edu/ucophome/uwnews/stat/)“About Lawrence Berkeley Lab” (view at: http://www.lbl.gov/LBL-PID/LBL-Overview.html)

C. Annual Financial Reports

Consolidated audited annual financial reports are available for review at http://www.universityofcalifornia.edu/finreports/.

11

SECTION III: SCOPE OF WORK

This section sets forth specific scope and requirements for the UC next generation data center study and conceptual design recommendations. Bidder proposals must address all of the listed requirements in the order presented with a response that acknowledges an understanding of the requirements and concisely demonstrates the bidders approach to fulfilling the requirements.

Bidders must bid on the entire scope of work outlined below. Overview: Document the current data center and research computing environments at the 10 campuses and 5 medical centers, using a series of clearly defined, industry standard metrics (e.g. sq ft, MIPS, terabytes, clusters, megawatts, FTE, operating costs, etc.). Given the size and complexity of the computing environment at UC, representative models will be required for extrapolation and generalization. Detailed onsite data collection will be confined to 3 campuses and 1 medical center. Data models should support generalization to the UC system where feasible.

Compare UC current environment with “best practices,” both in higher education and private industry. Develop computing growth projections for next 10 to 20 years, based on reasonable extrapolations and assumptions. Develop recommendations for a “next generation data center” strategy which includes specific major steps for the next 1 to 7 years to implement such a recommendation. Develop a “business case” which presents a compelling case for new models based on total life cycle cost of ownership and tangible and intangible benefits to the University. Bidders should consider “green” technologies and recommend strategies with long term sustainability benefits to the UC system.Assist UC leaders with the presentation of the business case to the UC Chancellors and the UC Board of Regents. Throughout, UC will seek “best practices” and recommendations which integrate UC’s commitment to environmentally sustainable practices.

Sample Activities: Site interviews:

o With location CIO’s, data center management, research computing systems support personnel, and any other IT or administrative personnel deemed necessary by UC

o With senior research faculty, principal investigators and others who rely heavily on UC’s research computing environment

o With campus facilities, capital planning and procurement personnel to determine how major IT assets are purchased to assess the availability of purchase (spend) data and to gather campus facilities and environmental data.

Data Collection: document existing data center or research computing inventory of IT assets, document physical location of those assets, gather information on each location’s capacity for energy consumption, IT storage space, physical space usage,

12

heating/cooling capacity, thorough documentation of spend on data center and research computing IT assets.

Analysis, normalization and syntheses of data collected Data Projections, based on several assumptions of systems growth requirements,

computing and energy costs, and technology development. Best Practices: identify and emulate “best practices” from large, decentralized,

multi-location organizations that rely heavily on IT infrastructure and serve a diverse and demanding set of IT systems users. Private industry may serve as the best source of modern, environmentally sound data center practices.

Business Case: assist UC in the development of a business case for the next generation data center strategy, using collected data, projections, and best practices to frame and support the recommendations and presentation.

Deliverables Supplier will provide the following:1. Detailed analysis of data center and research computing resources at 3 UC Campuses

and 1 UC Medical Center (locations to be identified by UCOP).a. Supplier will make data available in a searchable database, acceptable to UC, for ad-

hoc queriesb. Supplier will benchmark the major data indicators against both private industry and

institutions of higher education where applicable.

2. Generalization to UC SystemSupplier will extrapolate and generalize findings from the detailed site analyses to the entire UC system, presenting opportunities for greater data center efficiency.

3. Future Growth Projectionsa. Supplier will develop future (up to 20yr) growth projections for data center

infrastructure required at all UC locations based on location data, extrapolations where required, and external benchmarks. Supplier may be asked to develop several scenarios for future projections, based on a variety of assumptions.

b. Supplier will build upon prior UC data collection activities and the work of the UC research cyber infrastructure initiative, which is exploring new ways to provision compute intensive cycles and tools to the UC research community.

4. “Best Practices”Supplier will draw upon private sector (and other) best practices in next generation data center design and provisioning to identify and assess several options for new models for delivery of state of the art, energy efficient, cost effective data center solutions.

5. Business Case Development and Presentationa. Supplier will work with UC CIO, Senior Vice President Business Operations and

Chief Operating Officer to develop a “business case” for presentation to the UC Chancellors and UC Board of Regents. Business case will include description of the current environment, factors driving change, , quantification of current IT

13

expenditures, , new models and benefits to the mission and community, life cycle costs and savings projections related to next generation data center options

b. Supplier will make senior project staff available during the presentations.

6. Conceptual DesignSupplier will develop a conceptual design for the next generation data center, based upon the data collected, its analysis and the business case. This conceptual design would further describe to the approach the University may consider regarding facilities acquisition, incremental growth accommodation strategies, computing services delivery models, back up and recovery strategies, staffing requirement projections, etc. and serve as the basis for the development and bidding of specific capital projects and/or business partnerships to address stated requirements.

Timeframe: Target completion date: 12 to 16 weeks

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

14

SECTION IV: BIDDER RESPONSE

Bidder must complete this section of the RFP by responding to each item in the order presented. The University recommends responding in open text format directly below each question or numbered item, without changing any of the identifying (header) letters or numbers.

A. Company Profile

1. Provide an introduction and general description of your company's background, nature of business activities performed by your company and experience in providing professional services. For how long have you provided services relating to Data Center design?

2. Provide a list of your company’s office locations, indicating the primary location from which this project would be managed.

3. Complete the attached University of California Business Information Form (Exhibit 1) and return it with this section of the proposal.

B. Bidder’s Data Center Analysis Capabilities

Please address your company’s capabilities as they relate to the following questions.

1. Can your company satisfy all University requirements as stated in this RFP and provide uniform expert capabilities at all necessary University locations? Please provide a statement describing your company’s ability to provide all the services required by this RFP, including any plan to subcontract any portion of the work.

2. Provide an overview of your firm’s data center analysis capabilities, including number and experience of staff by position, average years of experience, and total number of higher education client engagements.

3. What was the nature of your experience with Higher Education clients? In addition to your work in campus academic settings, describe your firm’s experience working in research and medical center (hospital) environments.

4. What differentiates your firm from other companies that provide these services?

5. What methodologies and tools do you use in these kinds of engagements?

6. What are your strengths and core capabilities for Higher Education clients?

7. Who are your major clients in Higher Education? In private industry?

15

8. Describe your company’s capabilities and experience in providing client training. Specifically address knowledge transfer activities in data center analysis and design.

9. What is your experience promoting the use of Environmentally Preferable Products and designing for Environmental Sustainability? What certifications, if any, do your staff hold which support environmentally-conscious data center design and recommendations?

C. Outline Proposed Services & Methodology

Please describe your company’s services and methodology for the following sections, as they will apply to the work described in this RFP. Include a high-level work plan and expected staffing specific to each section of the engagement on which you bid.

1. Please provide an overview of the overall approach to determine the full data center and research computing environment inventory which would be performed at 4 UC sites (3 campuses and 1 medical center). What technology and/or “toolsets” differentiate your practice? List all data elements and sources of information which you would require to ensure accurate output is developed within each category for analysis.

2. What staffing level would you recommend for your organization at each UC site, and across what timeline? (i.e., would staff be simultaneously at more than one site or would the same team perform all analyses? How many and what level of your staff would perform various aspects of the data gathering?) Describe how you will manage workflow and normalize processes across the mix of campuses and the medical center.

3. Indicate the level of involvement required by UC personnel during the data gathering phase of the project. Specify the role of the each UC person who would be most helpful to your staff at each step in the data gathering process, the number of hours you anticipate spending with that person, and what data/information that person is expected to be able to provide to you for you to complete your analysis on time.

4. Provide an overview of your knowledge transfer client experience and potential tools that could be used on a going forward basis by the University.

5. Detail your firms benchmarking capabilities and thought leadership in data center design, particularly in the higher education arena.

6. List any known conflicts of interest with this initiative. If none, please confirm.

7. Please provide copies of similar analyses you have performed. Note: These analyses will be used by the University for the sole purpose of ascertaining the bidder’s capacity to perform the analysis contained in the proposal. The University will keep

16

all proprietary information confidential if the pages containing such information are marked in the proposal by the label “Confidential Information.”

D. Bidder’s Staffing and Qualifications

1. Indicate the name and title of the person who will have the overall account management responsibility as specified in this RFP. Provide a brief resume of the account manager(s) background, training, experience and length of time with the company. Specifically discuss the individual’s experience in managing professional services engagements.

2. Please provide an organization chart, including functions and responsibilities of your company’s recommended account management team for the University. This section should include the name of staff, their background and qualifications, and their proposed role in providing services to UC.

3. Quality Management and Continuous Improvement Process. Bidder shall describe its plan for quality management and process for continuous improvement of this professional services program.

4. Please also include your assumptions regarding what UCOP must provide in terms of project management and staffing and any other non-staff resources required to meet the bidder’s expectations.

5. Include here financial information in the form of an audited financial statement for the past two years. Privately held companies may contact the RFP Administrator to submit financial statements covered by a specific non-disclosure agreement.

6. Please provide detailed work experience and biographical information for key staff members you propose to use on this project. For each key staff member, please provide the monthly percent of time each will spend on this project for each month during the contract period.

7. If sub-contractors or outside consultants are expected to be employed in the fulfillment of this project, please provide:

A description of those persons or firms A description of the monetary arrangements between the responder and the

subcontractor A description of the nature of work being undertaken by the sub-contractor

or consultant.

8. Please provide a statement of any and all professional services work and dollar amount, contracted with UC in the past twelve (12) months.

17

9. Would any of the data collected under the scope of this agreement be held on servers, mobile devices, or any other electronic storage which would be (or be taken) outside the United States? Please describe in detail.

E. Account References

Provide three client references to verify direct experience in providing professional services of a similar nature to the scope presented in this RFP. Please include company names, contact names, e-mail address and phone numbers for all the references. At least one of the references should be from an institution of higher education.

F. Exclusions

Bidders should list any products, services, and/or options as specified in this RFP they wish to exclude from the proposal.

G. PricingBidders must present all elements of the pricing proposal in a clear, concise response.

The price proposed shall span the duration of the contract and shall be all-inclusive. The proposal pricing must include the following elements, where applicable:

1. Detailed descriptions of proposed fees and arrangement structures;2. Anticipated travel and expense costs (travel expenses are subject to UC travel

reimbursement policies);3. Expected costs of any third party support, not already listed in #1;4. Any other costs that the bidder is proposing to pass through to UCOP.5. Hourly, weekly, monthly rates for partners, associates and data analytical support

staff.6. Areas where costs may be flexible or could be adjusted up or down depending on

the level of detail in the engagement or other business factors

UCOP reserves the right to discuss and negotiate proposed fees with any potential bidder at anytime in the process.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

18

H. Signature

Please provide the name, title, signature, address, and phone number of the individual who is authorized to make this proposal on behalf of the bidding firm.

____________________________________Name (printed)

____________________________________Title

____________________________________Signature

____________________________________Date

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

19

EXHIBITS

1. University of California Business Information Form

2. UC Terms and Conditions – Independent Consultant Agreement (ICA Agreement)

3. Data Security Appendix

20

EXHIBIT 1

University of California Business Information Form

21

SUPPLIER OF GOODS OR SERVICES ONLY To be completed by ALL FIRMS OR INDIVIDUALS PROPOSING TO DO

BUSINESS WITH THE UNIVERSITY OF CALIFORNIA (regardless of commodity, service, or product offered.)COMPANY NAME: CONTACT PERSON: (Indicate Ms., Mr., etc.)

STREET ADDRESS:

MAILING ADDRESS (if different from street address):

TELEPHONE NO.: ( ) TOLL FREE NO.: ( ) FAX NO.: ( )

E-MAIL: HOME PAGE ADDRESS:

Are any of the owners or owners’ relatives currently employed by the University of California? YES NO If yes, please provide details on an attached sheet of paper.

FEDERAL IDENTIFICATION NO. OR SOCIAL SECURITY NUMBER: DUN & BRADSTREET NUMBER:

PRIMARY TYPE OF BUSINESS: BROKER DEALER DISTRIBUTOR FABRICATOR MANUFACTURER MANUFACTURERS AGENT RETAIL SERVICE WHOLESALEROTHER PRINCIPAL OWNERS:Name Title

Sex(M or F) Ethnicity

PercentOwnership

%

%

THIS IS A PARENT COMPANY: (Name of subsidiaries) THIS IS A SUBSIDIARY: (Name of location of parent company)

NUMBER OF YEARSIN BUSINESS

AVERAGE ANNUAL SALES(PRIOR 3 YEARS)

NET WORTH OF BUSINESS

NORMAL INVENTORYVALUE

APPROXIMATE SIZE OFFACILITIES (sq.ft.)

NUMBER OF EMPLOYEES

DESCRIPTION OF PRODUCTS & SERVICES (attach sales literature as appropriate)

BANK REFERENCE NAME: ADDRESS: (Number, City, State, Zip)

CUSTOMER REFERENCES:Name Address Phone Number

PERSON(S) AUTHORIZED TO COMMIT YOUR FIRM TO A CONTRACT:Name Title Name Title

Name Title Name TitleINSURANCE: Is your Company Insured? YES NOTYPE OF INSURANCE: General Liability Automobile Liability Worker’s Compensation Other Name of Insurance Provider/Producer

Companies Affording Coverage:

GSA SF 254 A/E or related services questionnaire may be requiredOWNERSHIP OF BUSINESS: (Check One) Corporation Individual/Sole Proprietorship Joint Venture Partnership Foreign Ownership Not for Profit Other

0

Ownership Status Categories: (Place an “X” in the boxes that best describe your firm’s ownership)

Type of BusinessAsian/IndianAsian/PacificAmerican

BlackAfrican

AmericanHispanicAmerican

NativeAmericanIndian

WhiteCaucasianAmerican Other

DisabledVeteran

Socially &EconomicallyDisadvantaged

LARGEBUSINESS

Woman Owned

Male Owned

SMALLBUSINESS

Woman Owned

Male Owned

Signature Title Date

INSURANCE REQUIREMENTS:

The University selects insurance requirements based on degree of risk, rather than the dollar value of the contract. All insurance policies required shall be subject to review and approval by the University.

SELF-CERTIFICATION

Initial the Business Categories That Apply:

SMALL BUSINESS ENTERPRISE (SBE) - an independently owned and operated concern certified, or certifiable, as small business by the Federal Small Business Administration (SBA). (Size standards by Standard Industrial Classification codes may be found in the Federal Acquisition Regulations, Section 19.102. The University may rely on written representation by the vendors regarding their status.)

DISADVANTAGED BUSINESS ENTERPRISE (DBE) - a business concern which is at least 51% owned by one or more socially and economically disadvantaged individuals or, in the case of any publicly owned business, at least 51% of the stock of which is owned by such individuals and whose management and daily business operations are controlled by one or more of such individuals. Socially disadvantaged individuals are those who have been subjected to racial or ethnic prejudice or cultural bias because of their identity as members of a group without regard to their individual qualities. Economically disadvantaged individuals are those socially disadvantaged individuals whose ability to compete in the free private enterprise system has been impaired due to diminished capital and credit opportunities as compared to others in the same business area who are not socially disadvantaged. Business owners who certify that they are members of named groups (Asian-Indian Americans, Asian-Pacific Americans, Black Americans, Hispanic Americans, Native Americans) are to be considered socially and economically disadvantaged.

DISABLED VETERAN BUSINESS ENTERPRISE (DVBE) - a business that is at least 51% owned by one or more disabled veterans or, in the case of any publicly owned business, at least 51% of the stock of which is owned by such individuals and whose management and daily business operations are controlled by one or more of such individuals. A Disabled Veteran is a veteran of the military, naval, or air service of the United States with a service connected disability who is a resident of the State of California. To qualify as a veteran with a service connected disability, the person must be currently declared by the United States Veterans Administration to be 10% or more disabled as a result of service in the armed forces.

WOMEN-OWNED BUSINESS ENTERPRISE (WBE) - a business that is at least 51% owned by a woman or women who also control and operate it. “Control” in this context means exercising the power to make policy decisions. “Operate” in this context means being actively involved in the day-to-day management.

1

PRIVACY NOTIFICATIONS

FEDERAL Pursuant to the Federal Privacy Act of 1974, you are hereby notified that the disclosure of your social security number is voluntary. This record keeping system was established pursuant to the authority of The Regents of the University of California under Art. IX, Sec. 9 of the California Constitution. The social security number is used to verify your identify.

STATE The State of California Information Practices Act of 1977 (effective July 1, 1978) requires the University of California to provide the following information to individuals who are asked to supply information about themselves:

The principal purpose of requesting the information on this form is to evaluate your qualifications as a supplier to the University and for reporting purposes in accordance with state law and University policy.

Furnishing all information (except Social Security Number) requested on this form is mandatory; failure to provide all requested information will delay or may prevent evaluation of your firm’s ability to do business with the University.

I hereby certify under penalty of perjury under the laws of the State of California that I have read this application and know the contents thereof, and that the business category and ethnicity indicated above reflect the true and correct status of the business in accordance with Federal Small Business Administration criteria and Federal Acquisition Regulations, FAR 19, pertaining to small, disadvantaged, woman, disabled veteran, small and disadvantaged, and small and woman-owned business enterprises. I understand that falsely certifying the status of this business, obstructing, impeding or otherwise inhibiting any University of California official who is attempting to verify the information on this form may result in suspension from participation in University of California business contracts for a period up to 5 years and the imposition of any civil penalties allowed by law. In addition, I understand that this business must notify the University of California in writing 30 days in advance of any changes in size, ownership, control, or operation which may affect this business’s continued eligibility as a SBE, DBE, WBE, DVBE, SDBE, SWBE or SDVBE.

INFORMATION FURNISHED BY: (Print or Type Name of Owner and/or Principal)

NAME OF BUSINESS:

NAME: TITLE:

SIGNATURE: DATE:

FOR U.C. USE ONLY (do not write in this area)

Reviewed by: Date Comments

2

EXHIBIT 2

University of CaliforniaTerms and Conditions

Independent Consultant Agreement (ICA)

3

FOR ACCOUNTING PURPOSES ONLYAgreement Number:_________________________________

Location(s)/Account(s)/Fund(s)/Subaccount(s)___________________________________ ______ ( %)___________________________________ ______ ( %)

UNIVERSITY OF CALIFORNIAINDEPENDENT CONSULTANT AGREEMENT

This Agreement to furnish certain consulting services is made as of ____________________ (date) by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California public corporation (hereinafter called "the University") and hereinafter called (the "Consultant") located at _________________________________________ (mailing address).

I. NATURE AND PLACE(S) OF SERVICE

A. The Consultant shall furnish to the University the following described services:

B. In addition to the services described in subparagraph A. above, the Consultant's proposal to the University shall be incorporated herein by reference and made part of this Agreement.

C. If the Consultant is an entity other than an individual, the University requires that 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 [insert address of consultant].

D. Reports: The Consultant shall provide reports as described below:

E. Place(s) of performance will be:

F. The University will provide working space, equipment, furniture, utilities, and services, as follows:

G. If applicable, the services of the Consultant will assist the University in the performance of contract/grant number sponsored by ______________________, dated _______________. Applicable portions of contracts are attached.

H. The Consultant shall use recording devices in discussions with University employees only when the University and said employees so authorize; this authorization shall be in writing. If applicable, the Consultant's use of recording devices in such discussion is proposed as follows:

II. TERM OF AGREEMENTA. The period of performance for this Agreement shall be from ______________ through

____________.

4

B. Either the University or the Consultant 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 days' notice to the other of a breach of this Agreement and the breaching party fails to cure said breach within said –day period, this Agreement may be terminated by the non-breaching party.

III. COMPENSATION AND REIMBURSEMENT OF EXPENSESA. The University will pay the following to the Consultant for services performed (See attached

fee schedule).

B. Payments. Payment will be made upon submission of an invoice by the Consultant 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 Consultant's taxpayer identification number. Consultants 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(See attached)

V. REPORTING

In performing consulting services hereunder, the Consultant shall report to:ATTN:University of California Office of the PresidentStrategic Sourcing Department

VI. NOTIFICATIONAny written notification required hereunder shall be personally served or mailed by certifiedmail, return receipt requested, to the following:

For the University:For the Consultant:

VII. TAXESThe compensation stated in Article III. of this Agreement includes all applicable taxes and will not be changed hereafter as the result of Consultant's failure to include any applicable tax, or as the result of any changes in the Consultant's tax liabilities.

VIII. ASSIGNMENT OR SUBCONTRACTINGThe Consultant may not assign or transfer this agreement, or any interest therein or claim hereunder, or subcontract any portion of the work hereunder, 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.

5

IX. PATENTSWhenever any invention or discovery is made or conceived by the Consultant in the course of or in connection with this Agreement, the Consultant 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 Consultant will, at University expense, execute all documents and do all things necessary or proper with respect to such patent applications. The Consultant 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. COPYRIGHTThe University shall own, solely and exclusively, the copyright and all copyright rights to any written or otherwise copyrightable material delivered under this Agreement. The Consultant warrants that all creators of copyrightable material delivered under this Agreement to the University are, at the time of the material's creation, bona fide employees or subcontractors of the Consultant, and that such creation is within the course and scope of the creator's employment.

XI. CONSULTANT'S LIABILITY AND INSURANCE REQUIREMENTS1. The Consultant 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 Consultant, its officers, agents, or employees.

2. The Consultant, 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. Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with limits as follows (MINIMUM LIMITS):

1. Each Occurrence $1,000,000.2. Products/Completed Operations Aggregate $2,000,000.3. Personal and Advertising Injury $1,000,000.4. General Aggregate $2,000,000.

(Not applicable to the Comprehensive Form)

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 limit not less than one million dollars ($1,000,000.00) per occurrence. (REQUIRED ONLY IF THE CONSULTANT DRIVES ON THE UNIVERSITY PREMISES IN THE COURSE OF PERFORMING WORK FOR UNIVERSITY.)

c. Professional Liability Insurance with a limit of one million dollars ($1,000,000.00) 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.

6

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 Consultant. The Consultant 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 has been endorsed as an additional insured under the coverage referred to under a. and b.(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 Consultant, its officers, agents, or employees.

XII. RECORDS ABOUT INDIVIDUALSThe 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 Consultant 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 Consultant 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 RECORDSWhile ownership of confidential or personal information about individuals shall be subject to negotiated agreement between the University and the Consultant, 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.

XIV. EXAMINATION OF RECORDSThe 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 Consultant involving transactions and work related to this Agreement until the expiration of five years after final payment hereunder. The Consultant shall retain project records for a period of five years from the date of final payment.

XV. CONFLICT OF INTEREST1. The Consultant 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 Consultant shall not hire any employee of the United States government to perform any service covered by this agreement.

7

2. The Consultant affirms that to the best of his/her knowledge there exists no actual or potential conflict between the Consultant'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 Consultant 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 Consultant.

XVI. AFFIRMATIVE ACTIONThe Consultant 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 Consultant 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 Consultant, 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.

XVII. CONFIDENTIALITYThe Consultant 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 Consultant by the University and followed by a written communication within thirty (30) days that said information shall be considered Confidential Information. This nondisclosure provision shall not apply to any of the following:

1. Information which the Consultant 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 Consultant; or

3. Is obtained lawfully from a third party.

8

XVII. NON-WAIVERWaiver 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 RIGHTSNothing 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 ESSENCETime is of the essence in this Agreement.

XXI. STANDARD FOR PERFORMANCEThe parties acknowledge that the University, in selecting the Consultant to perform the services hereunder, is relying upon the Consultant's reputation for excellence in the performance of the services required hereunder. The Consultant 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 Consultant 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 RESOLUTIONAny 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 FEESIn 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.

XXIV. REPRESENTATIVESAny changes to this Agreement may be made only by the following representative(s) of the University, or their successors as designated in writing:

University of California Office of the PresidentAttn: Cathy O’Sullivan1111 Franklin St., 7th FloorOakland, CA 94607-5200

XXV. ENTIRE AGREEMENT

9

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 thisAgreement must be on University of California Independent Consultant Agreement Amendment forms (available upon request).

XXVI. APPLICABLE LAWThis agreement shall be governed by the laws of the State of California.\

CONSULTANT THE REGENTS OF THEUNIVERSITY OF CALIFORNIA

________________________________ _____________________________(Signature) (Date) (Signature) (Date)

________________________________ _____________________________Social Security Number or (Title)Federal Employer Identification Number*

______________________________Program Review Official

Retention Period: Office of Record, Accounting, Executing Office, 5 years following termination, subject to Federal contract and grant requirements.

Other Copies, 0-5 years.

*PRIVACY NOTICEIf the Employer Identification Number is not used, the Social Security Number must beshown. Pursuant to Federal Privacy Act of 1974, you are hereby notified that disclosure ofyour Social Security number is required pursuant to Sections 6011 and 6051 of Subtitle F ofthe Internal Revenue Code and Regulation 4, Section 404, 1256, Code of Federal Regulations,under Section 218, Title II of the Social Security Act, as amended. The Social SecurityNumber is to verify your identity. The principal use of the number shall be to reportpayments you have received to Federal and State governments.

10

EXHIBIT 3

Data Security Appendix

11

UNIVERSITY OF CALIFORNIA Appendix - DS Additional Terms and Conditions – Data Security

ARTICLE 1 – ACKNOWLEDGMENT OF ACCESS TO INFORMATION CHARACTERIZED AS COVERED DATA Contractor acknowledges that its contract/purchase order with The Regents of the University of California (“Agreement”) may allow the Contractor access to confidential University information including, but not limited to, personal information, student records, health care information, or financial information notwithstanding the manner in which or from whom it is received by Contractor (“Covered Data”) which is subject to state laws that restrict the use and disclosure of such information, including the California Information Practices Act (California Civil Code Section 1798 et seq.) and the California Constitution Article 1, Section 1. Contractor further acknowledges the applicability to this Agreement of Federal privacy laws such as the Gramm-Leach-Bliley Act (Title 15, United States Code, Sections 6801(b) and 6805(b)(2)) applicable to financial transactions and the Family Educational Rights and Privacy Act (Title 20, United States Code, Section 1232g) applicable to student records and information from student records. Contractor shall maintain the privacy of, and shall not release, Covered Data without full compliance with all applicable state and federal laws, University policies, and the provisions of this Agreement. Contractor agrees that it will include all of the terms and conditions contained in this appendix in all subcontractor or agency contracts providing services under this Agreement.

ARTICLE 2 – APPLICABLE LAWS AND UNIVERSITY POLICIES Contractor agrees to abide by the University’s Electronic Communications Policy and Business and Finance Bulletin IS-3, Electronic Information Security, which can be viewed at (http://www.ucop.edu/ucophome/policies/ec/), and (http://www.ucop.edu/ucophome/policies/bfb/bfbis.html). Where a federal, state or local law, ordinance, rule or regulation is required to be made applicable to this Agreement, it shall be deemed to be incorporated herein without amendment to this Agreement.

ARTICLE 3 – PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF COVERED DATA AND INFORMATION Contractor agrees to hold Covered Data received from or created on behalf of University in strictest confidence. Contractor shall not use or disclose Covered Data except as permitted or required by the Agreement or as otherwise authorized in writing by University. If required by a court of competent jurisdiction or an administrative body to disclose Covered Data, Contractor will notify University in writing prior to any such disclosure in order to give University an opportunity to oppose any such disclosure. Any work using, or transmission or storage of, Covered Data outside the United States is subject to prior written authorization by the University.

ARTICLE 4 – SAFEGUARD STANDARD Contractor agrees that it will protect the Covered Data according to commercially acceptable standards and no less rigorously than it protects its own confidential information, but in no case less than reasonable care. Contractor shall develop, implement, maintain and use appropriate administrative, technical and physical security measures which may include but not be limited to encryption techniques, to preserve the confidentiality, integrity and availability of all such Covered Data.

ARTICLE 5 – RETURN OR DESTRUCTION OF COVERED DATA AND INFORMATION Upon termination, cancellation, expiration or other conclusion of the Agreement, Contractor shall return the Covered Data to University unless University requests that such data be destroyed. This provision shall also apply to all Covered Data that is in the possession of subcontractors or agents of Contractor. Contractor shall complete such return or destruction not less than thirty (30) days after the conclusion of

Page 1 of 2 APPENDIX – DATA SECURITY

12

this Agreement. Within such thirty (30) day period, Contractor shall certify in writing to University that such return or destruction has been completed.

ARTICLE 6 – REPORTING OF UNAUTHORIZED DISCLOSURES OR MISUSE OF COVERED DATA AND INFORMATION Contractor shall report, either orally or in writing, to University any use or disclosure of Covered Data not authorized by this Agreement or in writing by University, including any reasonable belief that an unauthorized individual has accessed Covered Data. Contractor shall make the report to University immediately upon discovery of the unauthorized disclosure, but in no event more than two (2) business days after Contractor reasonably believes there has been such unauthorized use or disclosure. Contractor’s report shall identify: (i) the nature of the unauthorized use or disclosure, (ii) the University Covered Data used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure, (iv) what Contractor has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure, and (v) what corrective action Contractor has taken or shall take to prevent future similar unauthorized use or disclosure. Contractor shall provide such other information, including a written report, as reasonably requested by University.

ARTICLE 7 – EXAMINATION OF RECORDS 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 Contractor involving transactions and work related to this Agreement until the expiration of five years after final payment hereunder. Contractor shall retain project records for a period of five years from the date of final payment.

ARTICLE 8 – ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS Contractor shall make itself and any employees, subcontractors, or agents assisting Contractor in the performance of its obligations under the Agreement available to University at no cost to University to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings against University, its directors, officers, agents or employees based upon a claimed violation of laws relating to security and privacy and arising out of this Agreement.

ARTICLE 9 – 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.

ARTICLE 10 – 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, including the reasonable value of any services provided 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.

ARTICLE 11 – INDEMNITY Contractor shall indemnify, defend and hold University harmless from all lawsuits, claims, liabilities, damages, settlements, or judgments, including University’s costs and attorney fees, which arise as a result of Contractor’s negligent acts or omissions or willful misconduct.

ARTICLE 12 – SURVIVAL The terms and conditions set forth in this Appendix shall survive termination of the Agreement between the parties.

Page 2 of 2 APPENDIX – DATA SECURITY

13