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AGREEMENT NUMBER AM. NO. 4482 MASTER AGREEMENT CONTRACTOR IDENTIFICATION NUMBER 0000002886 THIS AGREEMENT, made and entered into this 11th day of December 2013 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 Elsevier B.V. , 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: Contractor shall provide online access to ScienceDirect online, Complete Collection, and Cell Press Collection for participating CSU campus libraries in accordance with the attached Riders, which are hereby incorporated by reference and made a part of this Agreement. To the extent that any provision of any rider may conflict with this CSU Agreement or any riders herein, the order of precedence shall first be the CSU Agreement and documents in the order listed below: Rider A – CSU General Provisions for Data Service Acquisitions, consisting of four (4) pages, Rider B – Elsevier Subscription Agreement, consisting of fifty-two (52) pages, Rider C – Participating CSU Campuses, consisting of one (1) page, Rider D – CSU Campus IP Addresses, consisting of two (2) pages. The term of this Agreement shall be January 1, 2014 through December 31, 2016. Contractor shall report to Eddie Choy, Director of ATS Contract Management. The total amount to be expended under this Agreement shall not exceed Ten Million, One Hundred Thousand, Eight Hundred Four and 77/100 dollars ($10,100,804.77). IN WITNESS WHEREOF, this agreement has been executed by the parties hereto, upon the date first above written. UNIVERSITY CONTRACTOR Trustees of the California State University Elsevier B.V. BY (AUTHORIZED SIGNATURE) DATE BY (AUTHORIZED SIGNATURE) DATE PRINTED NAME AND TITLE OF PERSON SIGNING PRINTED NAME AND TITLE OF PERSON SIGNING Tom Roberts, Director DEPT. ADDRESS Contract Services and Procurement Radarweb 29 1043 NX Amsterdam, The Netherlands AMOUNT ENCUMBERED BY THIS DOCUMENT REQUIRED CHARTFIELD DISTRIBUTION Account Fund Dept ID $10,100,804.77 608800 54302 1091 TOTAL AMOUNT ENCUMBERED TO DATE OPTIONAL CHARTFIELD DISTRIBUTION Class Proj/Grt $10,100,804.77 09106 CRL 017 – 1/27/04 Agreement # 4482 Elsevier B.V. Rider A, Page 1 of 4 CSU GENERAL PROVISIONS for DATA SERVICE ACQUISITIONS 1. Commencement of Work 7. Assignments Work shall not commence under the Contract until a fully executed This contract is assignable as long as the publication being delivered Contract has been received by the Contractor and the Contractor has is not substantially modified. Contractor shall notify the CSU of any been given approval to proceed. Any work performed by the assignment. Contract is not assignable if publication being delivered Contractor prior to the date of approval shall be considered as having is materially altered. been performed at the Contractor’s own risk and as a volunteer. 8. Time 2. Invoices Time is of the essence of the Contract. (a) Invoices shall be submitted, in arrears, to the address stipulated in the Contract. The Contract number must be included on the 9. Contract Alterations & Integration invoice. Final invoice shall be marked as such. No alteration or variation of the terms of the Contract shall be valid (b) In the event that additional services are performed as unless made in writing and signed by the parties hereto, and no oral authorized, the Contractor shall submit invoices for additional understanding or Contract not incorporated here in shall be binding services in accordance with provisions herein. on any of the parties hereto. (c) For work of a continuing nature, the Contractor shall submit invoices in arrears, upon completion of each phase. Contractor 10. Use of Data shall be reimbursed for travel, subsistence and business The Contractor shall not utilize any information, not a matter of expenses necessary for the performance of services pursuant to public record, which is received by reason of this Contract, for the Contract in accordance with CSU policy. pecuniary gain not contemplated by the terms of this Contract, (d) Unless otherwise specified, the CSU shall pay properly regardless of whether the Contractor is or is not under contract at the submitted invoices not more than 30 days after (i) the time such gain is realized. performance completion date of services; or (ii) receipt of an undisputed invoice, whichever is later. Late payment penalties 11. Termination for Default shall not apply to this Contract. The CSU may terminate the Contract and be relieved of the payment (e) The consideration to be paid Contractor, as described within the of any consideration to Contractor should Contractor fail to perform Contract, shall be in full compensation for all of Contractor’s the covenants herein contained at the time and in the manner herein expenses incurred in the performance hereof, including travel provided. and per diem, unless otherwise expressly so provided. 12. Nondiscrimination 3. Appropriation of Funds (a) During the performance of this Contract, Contractor and its (a) If the term of the Contract extends into fiscal years subsequent subcontractors shall not deny the Contract’s benefits to any to that in which it is approved such continuation of the Contract person on the basis of religion, color, ethnic group is subject to the appropriation of funds for such purpose by the identification, sex, age, physical or mental disability, nor shall Legislature. If funds to effect such continued payment are not they discriminate unlawfully against any employee or applicant appropriated, Contractor agrees to take back any commodities for employment because of race, religion, color, national origin, furnished under the Contract, terminate any services supplied to ancestry, physical handicap, mental disability, medical the CSU under the Contract, and relieve the CSU of any further condition, marital status, age (over 40) or sex. Contractor shall obligation therefore. insure that the evaluation and treatment of employees and (b) CSU agrees that if provision (a) above is involved, applicants for employment are free of such discrimination. commodities shall be returned to the Contractor in substantially (b) Contractor shall comply with the provisions of the Fair the same condition in which they were delivered, subject to Employment and Housing Act (Government Code Section normal wear and tear. CSU further agrees to pay for packing, 12900 et seq.), the regulations promulgated thereunder crating, transportation to Contractor's nearest facility and for (California Code of Regulations, Title 2, Sections 7285.0 et reimbursement to Contractor for expenses incurred for its seq.), and the provisions of Article 9.5, Chapter 1, Part 1, assistance in such packing and crating. Division 3, Title 2 of the Government Code (Government Code Sections 11135-11139.5), and the regulations or standards 4. Cancellation adopted by the awarding state agency to implement such CSU reserves the right to cancel this Contract at any time upon thirty article. (30) days written notice to the Contractor. (c) Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the Trustees 5. Independent Status upon reasonable notice at any time during the normal business The Contractor, and the agents and employees of Contractor, in the hours, but in no case less than 24 hours notice, to such of its performance of this Contract, shall act in an independent capacity books, records, accounts, other sources of information, and its and not as officers or employees or agents of the State of California. facilities as said Department or Trustees shall require to While Contractor may (or may not) be required under the terms of ascertain compliance with this clause. this Contract to carry Worker’s Compensation Insurance, Contractor (d) The provisions of Executive Order 11246, as amended (Equal is not entitled to unemployment or workers’ compensation benefits Employment Opportunity/Affirmative Action), Section 402 of from the CSU. the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended (38 U.S.C. 4212 or VEVRAA), and Section 6. Governing Law 503 of the Rehabilitation Act of 1973, as amended (29 U.S.C. To the extent not inconsistent with applicable federal law, this 793), and the implementing regulations found at 41 CFR 60- Contract shall be construed in accordance with and governed by the 1&2, 41 CFR 60-250, and 41 CFR 60-741, respectively, are laws of the State of California. 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. 1 05/26/10 Agreement # 4482 Elsevier B.V. Rider A, Page 2 of 4 CSU GENERAL PROVISIONS for DATA SERVICE ACQUISITIONS (f) Contractor shall include the nondiscrimination and compliance future occasion. The rights and remedies of the CSU provided herein provisions of this clause in all subcontracts to perform work shall not be exclusive and are in addition to any other rights and under the contract. (Gov. Code Section 12990, 11135 et seq.; remedies provided by law. Title 2, California Code of Regulations, Section 8107). 18. Endorsement 13. Drug-Free Workplace Certification Nothing contained in this Contract shall be construed as conferring By accepting a contract or purchase order, the Contractor certifies on any party hereto, any right to use the other party’s name as an under penalty of perjury under the laws of the State of California that endorsement of product/service or to advertise, promote or otherwise the Contractor will comply with the requirements of the Drug-Free market any product or service without the prior written consent of the Workplace Act of 1990 (Government Code, Section 8355 et.