DGS GENERAL SERVICES
Governor Edmund G. Brown Jr.
November 22, 2016
Ms. Tara K. Barbieri
CDW Government LLC
230 N. Milwaukee Ave.
Vernon Hills, IL 60061
Subject: California Participating Addendum Execution Notice Attached is a copy of the following executed California Participating Addendum:
Participating Addendum No.: 7-16-70-37
Effective Dates: October 12, 2016 through April 7, 2018 Cooperative Agreement: Arizona NASPO ValuePoint Master Agreement No. ADSPO16- 130652
Commodity/Service: Software VAR
Should you have any questions, please contact me at [email protected] Sincerely,
Steve Lower
State Contract Administrator
Multiple Awards Program
Attachment
CA
Participating Addendum
for all Acities
PROCUREMENT DIVISION | State of California |Government Operation Agency 707 3rd Street, 8th Floor | West Sacramento, CA 95605 | | 916.375.4400 f 916.375.4613
STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NO. 7-16-70-37
SOFTWARE VAR
ARIZONA NASPO ValuePoint Master Agreement No. ADSP016-130652 CDW GOVERNMENT LLC (Contractor)
This Participating Addendum Number 7-16-70-37 is entered into between the State of California, Department of General Services (hereafter referred to as "State" or "DGS") and CDW Government LLC (hereafter referred to as "Contractor") under the lead State of Arizona NASPO ValuePoint Master Price Agreement Number ADSP016-130652.
1. Scope
A. This Participating Addendum covers the purchase of Software, Maintenance and Technical Support under the Arizona NASPO ValuaPoint Master Price Agreement Number ADSPO16- 130652. The NASPO ValuePoint Master Agreement is hereby incorporated by reference.
B. This Participating Addendum is available for use by California state agencies and political subdivisions/local governments. For the purposes of this agreement, a political subdivision/local government is defined as any city, county, city and county, district, or other local governmental body or corporation empowered to expend public funds.
C. Each political subdivision/local government is to make its own determination whether this Participating Addendum and the Arizona NASPO ValuePoint Master Agreement are consistent with its procurement policies and regulations.
2. Term
A. The term of this Participating Addendum shall begin upon signature approval by the State and will end April 7, 2018, or upon termination by the State, whichever occurs first.
B. Lead State amendments to extend the NASPO ValuePoint Master Agreement term date are not automatically incorporated into this Participating Addendum. Extension(s) to the term of this Participating Addendum will be through a written amendment upon mutual agreement between the State and the Contractor.
3. Incorporation of Documents
Terms and conditions of the following exhibits are hereby incorporated and made a part of this Participating Addendum:
State Information Technology (IT) General Provisions GSPD401IT, effective 09/05/14 (12 pages)
Participating Addendum No. 7-16-70-37
CDW Government LLG
4. Order of Precedence
In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply:
A. California Participating Addendum Number 7-16-70-37
B. Arizona NASPO VALUEPOINT Master Price Agreement Number ADSPO16-130652
5. Available Products and Services
This contract is limited to the purchase and warranty of software, software maintenance and technical support that is not currently available under the Software Licensing Program (SLP), Prior to purchasing under this Participating Addendum, state agencies must check the DGS PD SLP website at: http://www.dgs.ca.gov/pd/Programs/Leveraqed/SLP/SLPPublishers.aspx
6. Productive Use Requirements
Each software component must be in current operation for a paying customer and the paying customer must be external to the contractor's organization (not owned by the contractor and not owning the contractor).
To substantiate compliance with the Productive Use Requirements, the Contractor must provide upon request the name and address of a customer installation and the name and telephone number of a contact person.
The elapsed time such software must have been in operation is based upon the importance of the equipment or software for system operation and its cost. The following designates product categories and the required period of time for software operation prior to approval of the replacement item on the SLP.
Category 1 - Critical Software: Critical software is software that is required to control the overall operation of a computer system or peripheral equipment. Included in this category are operating systems, data base management systems, language interpreters, assemblers and compilers, communications software, and other essential system software.
Cost Prlor Operation
More than $100,000 8 months
$10,000 up to $100,000 4 months
Less than $10,000 1 month
Category 2 - Non-Critical Software: Information technology equipment is defined in SAM Section 4819.2.
Cost Prior Operation
More than $100,000 6 months
$10,000 up to $100,000 4 months
Less than $10,000 1 month
7. The following product/service offerings are prohibited under this Participating Addendum.
Participating Addendum No. 7-16-70-37
CDW Government LLC
A. Hardware
B. Consulting
C. Configuration/Customization of software
D. Installation
E. Training
F. Cloud products/services
so.
8. Maximum Order Limit
Orders placed under this Participating Addendum have a maximum limit of $250,000. :
9. Percentage of Reseller Cost
Contractor shall submit a reference document that identifies the percentage of Reseller Cost for each software publisher (manufacturer) offered under this Participating Addendum. On high volume single orders, Resellers are to negotiate to reduce Reseller Cost, to pass on savings to the • State. All Resellers are to honor all quotes for thirty (30) days. If it is known that a price increase will occur during the thirty (30) calendar days following the quote, the Resellers may provide two quotes, based upon the date the order is received.
10. Software Maintenance Renewals
Maintenance renewals for software product purchases shall be fixed at the agencies' prior applicable rates (or lower), with a 0% uplift (no up-lift) and no additional increases, fees or charges added, for the duration of this PA.
11. Delivery
30 days after receipt of order, or as negotiated between agency and Contractor and included in the purchase order.
12. Shipping
F.O.B. (Free On Board) Destination
13. Ordering Agency Responsibilities
A. State department and political subdivision/local government use of this Participating Addendum is optional.
Participating Addendum No. 7-16-70-37
CDW Government LLC
B. A User Instructions guide will be prepared and administered by the State Contract Administrator.
C. Ordering agencies must follow the Contractor Selection and Request for Offer (RFO) process outlined within the User Instructions guide prior to executing orders against this Participating Addendum.
14. Contractor Responsibilities
Contractor must respond to the ordering agency's RFO to be eligible to receive a Purchase Order under this Participating Addendum.
15. Invoicing
The State Participating Addendum Number and Ordering Agency Purchase Order Number shall appear on each purchase order and invoice for all purchases placed under this Participating Addendum.
Unless otherwise stipulated, the contractor must send their invoices to the department address set forth in the purchase order. Invoices shall be submitted in triplicate and shall include the following:
• Contract number
• Agency purchase order number
• Agency Bill Code
• Line item number
• Unit price
• Extended line item price
• Invoice total
State sales tax and/or use tax shall be itemized separately and added to each invoice as applicable.
The company name on the Participating Addendum, purchase order and invoice must match or the State Controller's Office will not approve payment.
16. Usage Reporting
A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the report template provided by the state. •B. The report is due even when there is no activity.
C: The report shall be an Excel spreadsheet transmitted electronically to the DGS mailbox at [email protected].
D. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected reports within five business days of the date of written notification from the State.
E. Tax must not be included in the report, even if it is on the purchase order.
Participating Addendum No. 7-16-70-37
CDW Government LLC
F. Reports are due for each quarter as follows:
Reponing Partoda 1 Dae Dato
JUL 1 to SEP 30 OCT 31
OCT 1 to DEC 31 JAN 31
JAN 1 to MAR 31 APR 30
APR 1 to JUN 30 JUL 31.
G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this contract.
H. Amendments for term extensions may be approved only if all due reports have been submitted to the State.
17. Administrative Fee
A. Contractor shall submit a check, payable to the State of California, remitted to the NASPO ValuePoint Payment Processing Unit for the calculated amount equal to one percent (0.01) of the sales for the quarterly period.
B. Contractor must include the Participating Addendum Number on the check. Those checks submitted to the State without the Participating Addendum Number will be returned to Contractor for additional Identifying information.
C. Administrative fee checks shall be submitted to:
State of California
Department of General Services, Procurement Division
Attention: Multiple Awards Program
707 3 Street, 2*° Floor, MS 2-202
West Sacramento, CA 95605
D. The administrative fee shall not be included as an adjustment to Contractor's NASPO ValuePoint Master Price Agreement pricing.
E. The administrative fee shall not be invoiced or charged to the ordering agency.
F. Payment of the administrative fee is due irrespective of payment status on orders or service contracts from a purchasing entity.
G. Administrative fee checks are due for each quarter as follows:
Reporting Portod Due Date
Participating Addendum No. 7-16-70-37
CDW Government LLC
JUL 1 to SEP 30 OCT 31
OCT 1 to DEC 31 JAN 31
JAN 1 to MAR 31 APR 30
APR 1 to JUN 30 JUL 31
H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this contract.
18. Contract Management
A. The primary Contractor Contract Manager for this Participating Addendum shall be as follows:
Contractor: CDW Government LLC
Name: Jason Schwartz
Phone: 800-808-4239
E-Mail: [email protected]
Address: 230 N. Milwaukee Ave.
Vernon Hills, IL. 60061
B. Should the Contractor Contract Manager information change, the Contractor will provide written notice with the updated information to the State Contract Administrator no later than ten business days after the change.
C. The State Contract Administrator for this Participating Addendum shall be as follows:
Name: Steve Lower
Phone: (916) 375-4539
Fax: (916) 375-4663
E-Mail: [email protected]
•
Address: State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
D. Should the State Contract Administrator information change, the State will provide written notice with the updated information to the Contractor Contract Manager no later than ten business days after the change.
Participating Addendum No. 7-16-70-37
CDW Government LLC
19. Termination of Agreement
The State may terminate this Participating Addendum at any time upon 30 days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible and intangible, as may facilitate the orderly, non-disrupted business continuation of each party. This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective.
20. Amendment
No amendment or variation of the terms of this Participating Addendum shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or agreement not incorporated in the Participating Addendum is binding on any of the parties.
21. Agreement
A. This Participating Addendum and the Master Price Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Price Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Price Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the Master Price Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms.
B. By signing below Contractor agrees to offer the same products/and or services as on the Arizona NASPO ValuePoint Master Price Agreement Number ADSPO16-130652, at prices equal to or lower than the prices on that contract.
C. IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.
STATE OF CALIFORNIA CDW Government LLC
Eken Sua Kbabui
By: By:
Name: Jim Butler Name: Tara K. Barbieri
Director, Program Sales
Title: Deputy Director Title:
Number 18, 2016 Date: 4 NOV 2014
Date:
Reviewed
B:
GSPD-401IT (REVISED AND EFFECTIVE 9/6/14) •
GENERAL PROVISION$ - INFORMATION TECHNOLOGY
1. DEFINITIONS: Unless otherwise specified in the Statement of n) "Designated CPU(s)" means for each product, if appilable, Work, the following terns shell be given the meaning shown, the cantral processing unit of the computers or the server unless context requires otherwise. unli, including any assoclated peripheral unlis. If no speolfio Taste" means those tests performed during: "Designated CPU(e)" are specified on the Contract, the tom 6L) "Acceptance shall maan any and all CPUs located at the site specified the Perfomance Perlod wilch are therein.
compliance of "Dooumentation" means manuals and other printed 0)
spelfloations and all other Attachrents Incorporated herein materials necessary or useful to the State in lts use or by reference and detamine rellabllity of the
maintenance of the Equipment or Software provided
Equipment, hereunder. Manuals and other printed materials customized • b)) "Application Program" means a computer progrem which for the State hereunder constitute Work Product if such is Ihtanded to be executed for the purpose of performing materials are required by the Statement of Work. ugaful work for the user of the Information being processed p) "Equipment "is an all-inalusive tem which refers elther to Application programs we developed or otherwise acquired Individual Machines or to a complete Data Processing
by the user of the Hardware/Software system, but they may System or Subsystem, including its Hardware and Operating be supplled by the Contrator. Sonware (i any).
"Attachment" means a mechanical, electrical, or electronio "Equipment Fallure" Is a malfunotion in the Egulpment, interconnection to 4)
the Contractor-supplled Machine or all external prevents the excluding factols, whlah
System of Equipment, manufactured by other than accompllshment of the Equipment's intended fumciions). the ariginal Equipment manufacturer that is not connected if microcade or Operating Software residing In the by the Contractor. Equipment is necessary for the proper operation of the • di) "Business antity" means Individual, business, Equipment, a fallure of such microcode S-corporation, or Operating
partnershlp, 'joint vanture, corporation, Software whlch pravents the accomplishment of the Simited lability company, sole proprietorship, Joint stook Equipment's Intended functions shell be deemed to be an company, consortium, or olher private legal entity
Equipment Fallure.
recognized by statula. "Facillty Readiness Date" means the date specified in the e) "Buyor" means the State's authotized contracting official. • Statement of Work by which the State must have "Commercial Hardware" means Hardware developed or site prepared and evallabla for Equipment delivery and regularly used that: (l) has been sold, leased, or licensed to Installation, the general public; (Il) has been offered for sale, lease, "Goods" means all types of tangible personal property, 8)
or license to the general pubilo; (Ill) has not been offered, Including but not limited to materials, supplles, and • sold, leased, or licensad to the publla but will be avallable for Equipment (Including computer and telecommunications commerolel sale, lease, or license In time to satisly the Equipment), delivery. requiremente of this Contract; or (Iv) satistles "Hardware" usually refers to computer Equipment and is a criterion expressed. In (). (Il), or (il) above and would contrasted with Software, See also Eguipment. require only minar modifications to meat the requirements of 4). "Installation Date" means the date specified in the this Contract.
Statement of Work by which the Contractor must have the "9) "Commercial Software" means Software developed or
regularly used that: (1) has been sold, leased, or licensed to ordered Equipment ready (certifled) for use by the State. v). "Information Technology" Includes, but is not limited to, the general publio; (li) has been offered for sale, lease, all electronlo technology systems and services, automated. or license to the general public; (Ill) has not been offered, Information handling, System design and analysis,
sold, leased, or Ipensed to the public but will be avallable for conversion of data, compular programming, Information
commerclal sale, lease, or loanse in time to satisfy the storage and retrieval, telecommunications which inolude delivary requiremente of this Contract; or (IV) setsiles valoe, video, and deta communications, regulsite System a oriterion expressed In (D, (li), or (ill) above and would contrals, simulation, electronic commerce, and all related require only minor modicetions to meat the requirements of interactions between people and Machines. this Contact.
• W) "Machine" means an Individual unit of a Data Processing h) "Contract" means this Contract or agreement (including any purchase order, by whatever name known or in whatever Syster or Subsystem, separately Identifled by a type and/or model number, comprised of but not hilted to mechanical, format used. electro-mechanical, eleatronia paris, microcode 1) "Custom Sofiware" means Software that does not meet and special features Installed thereon and Including any the definition of Commercial Sofbare. necessary Sofiware, e.g., central processing unit, memory "Contractor" means the Business Entity with whom the module, tape unit, card reader, ato.
State enlers Into this Contract. Contractor shall be "Machine Alteration" means, any, change to a Contractor- x)
synonymous with "supplier", "vendor" or other similar term. suppled Machine which is not made by lhe Contraotor, • k) "Data Prooessing Subsyster" means a complement of and whloh results in the Machine deviating from Its physical, Contractor-furnished Individual Machines. Including mechanical, alsotrical, or electronic (inoluding microcode) necesary controlling elements (or the funoiional equivalent), dasign, whether or not additional. devlces or parts. are Operating Software and Software, If any, which are acquired employed In making such change, to operate ES ал Integrated group. and which are
y) • "Malntenance Dlagnostic Roufines" means the dlagnostio Interconnected entirely by Contractor-suppled power and/or used by the Contractor to programs oustomarliy test
signal cables; e.g., direct controller and drives, • Equipment for proper functioning and rellability. a cluster of terminals with their controller, elo.
z) "Manufacturing Materials" means parts, tools, dies, Jigs, "Data Processing System (Syatom)" means the total fixtures, drawings, and information plans, produced or
complement of Contractor-fumished Maghines, including one acquired, or rights acquired, specifically to fulfil obligations • or more central processors (or Instruotlon processors), set forth herein.
Operating Software which are acoutred to operate as an "Mean Time Between Fallure (ITSF)" means lins average" • Integrated group. aa)
"Delverables" Infomation expected or observed time belween consecutie fallures in a means Goods, Sofiware,
System or companant.
: Technology, telecommunicattons technology, Hardware, and bb). "Neen Time to Repalr (MTTR)" means the average
other Iteme (e.g. reports) to be delivered pursuant to thils Including any such items fumished incident to the expeated or observed time required to repair a System or Contract, companent and return It to normal operation.
provision of servicas.
GSPD-401IT (REVISED AND EFFECTIVE 9/5/14)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
"c)• "Operating Softvare" means those routnes, whelher or nol Sectlon 12100), and 3.6 (commenoing with Section 12125) dentfied as Prooram Products, that reside In.the Egulpment of Part 2 of Dluision 2 of the Public Contract Code (PCO), and are required for the Equipment to perform Its Intended then Contractor's bid is a firm offer to the State whloh is • funclion(s), operator, accepted by the issuance of this Contract and no further Contractor-suppled programs, and aotion is required by elther party.
Equipment. b) Contract resulte from a sollallation other than ddy "Operational Use Time" described in paragraph a), above, the Contractor's quotation measurement purposes, that time during which Equipment Is or proposal is deemed a fimm in l actual operation by document is the State's acceptance of that offer.
Operational Use Time purposes, that c) if this Contract rusulled from a joint bld, It shall be deemed Equipment is in actual operation and is not shonymous wilth one Indivisible Gontraot. Each such joint Contractor will power on time, be jointly and severally llable for the performance of "Perlod of Maintenance Coverage" means the perlod of the entire Contract. The State assumes no responsibility or 60)
as selected by the State, during which malntenarice obligation for the division of orders or purchases among time,
services are provided by the Contractor for a fled monthly charge, 8s opposed to hourly charge for services 3. COMPLETE INTEGRATION: This Contract, rendered. The Period of Maintenanos Coverage consists of doouments incorporated hereln by express reference, is intended the Principai Perlod of Maintenance and any additional hours to be a complate Integration and there are no prior or of coverage day, noreased coverage contemporaneous different or additional agreements pertaining to weekends and halldays. the subject matter of the Contract. ff) "Preventive Maintenance" that maintonance,
performed on a scheduled basis by the Contractor, which Is 4. SEVERABILITY: The Contractor and the State agree that If any designad to Keep Egulpment proper operaling provision of this Contract le found to be Illegal or unenforceable,, aondition. such term or provision shall be deemed stricken and gg) "Principal Perfod of Maintenance" meane any nine remainder of the Contraot shall remain in full force and effet. conseoutive hours per day (usually between the hours of Elther party having knowledge of such tem or provision shall 7:00 a.m. and 8:00 p,m.) selected by the State, promptly infom the other of the presumed non-applicability of including an official meal period not to exceed one hour, such provision.
Mondpy through: Friday, holleye observad at INDEPENDENT CONTRACTOR: Contractor and the agents and the installation. 5.
means Contractor-suppled programs employees of the Contractor, in the performance of this Contract, hh) "Programming Alde" shall act in an Independent capacily and officers or and routines executable the Contractor's Equipment
in the development of employeas or agents of the State. which programmer
applications Including language processors, sorts, 6. APPLICABLE LAW: This Contract shall be governed by and communloations modules, dats base management systems, shall be Interpreted in accordance with the laws of the State of and utillly routines, (tape-to-disk routines, disk-to-print Callforala; venue of "any action brought with regard to this routines, etc.). Confract shall be in Sacremento County, Sacramento, Callfomia. "Program Product means programs, routines, The United Nellons Convention on Contracte for the Intemationel subroutines, and related here which are proprietary to the Sale of Goods shall not apply to this Contract.
Contractor and which are, licensed to the State for is use, usually on the basle of separately stated charges and 7. COMPLIANCE WITH STATUTES AND REGULATIONS:
appropriate contractual provisions. a) The State and the Contracior warrants and certifies that In "Remecial Maintenanog" means that malntenance the performance of this Contract, # will comply with performed by the Contractor which resulte from Equipment appilcable statutes, rules, regulations and orders of the (Including Operating Software) fallure, and which is United State and the State of Callforla, The Contractor performed as required, i.e., on an unscheduled basis. agrees to Indemnify the State against any loss, cost, kk) "Software" means an all-Inclusive tem which refers to any damage or llabllity by reason of the Contractor's violation of computer programa, routines, or subroutines suppled by the this provision.
Contractor, including Operating Software, Progremming b) The State will notify the Contractor of any such alaim in Alde, Appilcation Programs, and Progrem Products. writing and tender the defense thereof within a reasonable "Software Fallure"means a malfunclion in the Contractor time; and supplied Software, other than Operating Software, c) The Contractor will have sole control of the defense of any which prevents the accomplishment of work, even though action on such claim, and all negotlations for lis settlement or the Eulpment (Including its Operating Sofiware) may still be compromise; provided that (i) when substantial principles of capable of operating properly. For Operating Software govamment or public law are Involved, when litigation might fallure, see definition of Equlpment Fallure. create precedent affecting future State operations or liability, mm) "State" means the goverment of the Stake of Callfornia, or when involvement of the State is otherwise mandated by Its employees and authorized representalives, Including . law, the State may particlpate in such action at lte own without limitation any department, agenoy, or other unit of expense with respect to attomeys fees and costs (but not the government of the State of Callfornla. (lability): (il) where e settlement would Impase liablly on the of Hardware, State, affect principles of California government or public • nn) "system" meane the complete collection, else
Software and services described In Contract, law, or Impaut the authority of the Stafe, the Department of Integrated and functioning together, and performing in General Sarvices will have the right to approve or acoordance with this Contract. disapprove any sattlement or compromise, 00) MU.S. Intellectual Property Rights" means intellectual which approval will not unreasonably be withheld or delayed; and (li) the State will reasonably cooperete In the defense and in any related settlement negotiations.
and U.S. patents. d) 1f this Contract Is In exceas of $554,000, It is subject to the requirements of the World Trace Organization (WTO)
Government Procurement Agreement (GPA).
2. CONTRACT FORMATION: To the extent thal this Contract falls within the scape of a) If this Contract results from a sealed old offered In response Govemment Code Section 11135, the Contractor haraby • to a sallcitation conducted puratant Chapters 2 agrees to respond to and resolve any complaini brought to (commencing with Section 10290),S (commening with
GSPD-401IT (REVISED AND EFFECTIVE 9/5/14)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
Its attention, regarding accessibility of its producte or b) All shlpments by the Contractor or its subcontractors must services, include packing sheets Identifying: the State's Contract number, item number; quantily and unit of measure;
8. CONTRACTOR'S POWER AND AUTHORITY: The Contractor part number and description of the Goods shipped; warrants that i has full power and authority to grant the rights and appropriate evidence of inspection, if required. hereln granted and will hold the State harmless from and against Goods for different Contracts shall be listed on separate packing sheets.
atoney earling out of any breach of this raile arlsing out of any breach of this warranty. Shipments must be made as specified in this Contract, as it C)
Further, the Contractor avers that It will not enter Into any may be amandad, or otherwiss diracted in writing by the arrangement with any third party which might abridge any rights of State's Transportetion Management Unit within the the State under this Contract. Depariment of General Services, Proourement Division. a) The State will notify the Contractor of any such claim In 18. TRANSPORTATION • COSTS AND OTHER FEES OR wasting and tender the defense thereof within a reasonable EXPENSES: No charge for delivery, drayage, exprees, parcal time; and post, packing, cartage, insuranca, license fees, permits, cost of b) The Contractor will have sole control of the defense of any bonds, or for any other purpose will be paid by the State unless action on such claim and all negotiations for Its settlement or expressly included and itemized in the Contract. compromise; provided that (1) when substantlal prinalples of The Contractor must strictly follow Contract regurements government or publla law are Involved, when itigation might regarding Free on Board (F.O.B.), fraight teams and routing create precedent affecting future State operations or Ilablity, Instructions. The State may perit use of an altemate or when involvement of the State is otherwise mandated by carler at no additional cost to the State with advance wriltan law, thè State may particiate in such adlion at its
own expense with respect to attornays feas and costs authorization of the Buyer. •b) If "prepay and add" Is selected, supporting freight bills are (but not llabllily); (Ii) where a settlement would Impose required when over $50,- unless an exact freight charge is lability on the State, affect prinolplas of Californla
approved by the Transportation Management Unit within the goverment or puble law, or impeat the authority of the Dapartment of General Services Procurement Division and a State, the Department of General Services will have the right waiver is granted. ta approve or disapprove any settlement or compromise, "F.O.B, c) On Shipping Point" transations, should any
which approval will not unreasonably be withheld or delayed; shipments under the Contrect be received by the State in a and (Ill) the State will reasonably cooperate in the defense and In any relsted settlement negotiations. damaged condition and any relaled freight loss and damage claims fled against the carrer or carlers be wholly or
bertely dacined by the carrier or carriers with the inferance
9. ASSIGNMENT: Thia Control shall not be assignable by the that datnage was the result of the act of the shipper such de Contractor In whole or in part without the written consent of the Inadequate padkaging or loading or some inherent defeot in State. The State's consent shall not be unreasonably withhekl or delaved. For the purpose of this paragraph, the State will not the Equipment and/or material, the Contractor, on request of the State, shall at Contractor's own expense assist the State unreasonably prohlbit the Contractor from freely assigning Its right to payment, provided that the Contractor remans responsible for in astablishing carrier lability by supplying evidence that the Equipment and/or material was properly . construoted,
Is obligations hereunder. manufactured, packaged, and sacured to withstand nomal
10. WAIVER OF RIGHTS: Any action or Inaction by the State or the transportation conditions. fallure of the State on any occasion, to enforce any right or 14. DELIVERY: The Contractor shall strictly adhere to the dellvery provision of the Contraot, shall not be construed to be a walver by and completion schedules speciled In this Contraot. Time, If stated the State of Is rights hereunder and shall not prevent the State as a number of days, shall mean calendar days unless from enforcing such provision or right on any future occasion. oberwise specified. The quantitles specified herein are the only The rights and remedles of the State herein are cumulative and quantities required, If the Contractor delivers In excess of the are In addition to any other rights or remedles that the State may quantities specified herein, the State shall not be required to make have at law or in equity. any payment for the excess Deliverablas, and may return them
11. ORDER OF PRECEDENCE: In the event of any Inconsistency to Contractor at the Contractor's expense or utilize any other righis evallable to the State at lew or in equlty.
between the articles, attaohments, spelfications or provisions which constitute this Contact, the following order of precedence 15. SUBSTITUTIONS: Substitution of Deliverables may not be shall apply: tendered without advande written consent of the Buyer. The These Canaral Provisions - information poragraph begins: -Contractor shall not use any specification in liau of those • Instances provided hereln where paragraph begins: contened in the Contraot without wiltten consent of the Buyer. "Unless otherwise specifled In the Statement
provialong specifed in the Statement of Work replacing . 16. INSPECTION, ACOEPTANCE AND REJECTION: Unless thase paragraphs shall take precedence over the paragraph otherwise specified in the Statement of Work:
referanced in these General Provisions): a) When acquiring Commercial Hardware or Commercial b) Contract for, Le,, Purchase Order STD 66, Standard Software, the State shall rely on Contractor's existing quality Agreement STD 213, etc, and any amendments thereto; assurance system as a substilute for State Inspection and Other Spaclal Provisions: testing. For all other acquisitions, Contractor and its d) Statement of Work, Including any specificallons Incorporated subcontractors will provide and maintain a quality assurance by reference herein; system acceptable to the State covering Deliverables and e) Cost worksheets; and services under this Contract and wll tander to the State only f) All other altachmenta• incorporated in the Contract those Daliverabies that have been Inspected and found to by reference. conform to thla Contract's reutrements. The Contractor will keep records evidencing inspeotions and ther result, and will
12. PACKING AND SHIPMENT: make these records available to the State during Contract e) All. Goods are la be packed' in. aultablo contalners for performance and for three years after final payment.
The
protection In shipment and storage, and In accordance with • Contractor shall pemit the State to revlew procedures, applicable speciations. Each contalner of a multiple praotices, processes,
contalner shipment shall be Identified to: and related documents to determine the soceptabllity of the show the number of the contalner and the total number
Contractor's quality assurance System or ather simllar
of contalners In the shipment; and business practices related to performince of the Contract. the number of the container in which the paoking sheet
has been enclosed.
GSPD-401IT (REVISED AND EFFECTIVE 9/6/14)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
All Deliverables may be subject to inspection and test by the Without Imiting the generality of the foregoing, If the State belleves that harful code may present in any
State or ils authorized representatives.
Commercial Software delivered hereunder, the Contractor c) The Contractor and its subcontraotors shall provide all will, upon the State's request, provide a new or clean install reasonable faollities for the safety and convenience of the Sofiware.
Inspectors et no additional cosi to the State. The Contractor c). Unless otherwise speoffled in the Statement of Work:
shall furnish to Inspeators all information and data as may be The Contractor does not warrant that any Software reasonably required to periorm thair inspaction. provided hereunder is error-free or that it will run d) Subject to subsection 16 (a) above, al Delverables may be without Immaterial Interruption. subject to final inspection, test and acceptance by the State (1i) The Contractor does not warrant and will have no • at destination, notwithstanding any payment or Inspection at responsibility for a olalm to the axtent that it arises B0urce., directly from (A) a modificatlon made by the State, The State shall give written notice of rejection of unless such modification is approved or directed by the Delivarables dellvered or servicas performed hereunder Contractor, (B) use of Sofiware In combination with or within & reasonable time after receipt of such Deliverables or on products other than as spaoified by the Contractor, performance of such services. Such notice of rejection will or (C) misuse by the State, state the respools In which the Deliverables do not Where the Contractor resells Commerciel Hardware or (lit)
substantially confor to thel specifications. if the State Commercial Soltware It purchased from a third party
doee not provide such notice of rejection within fifteen (15) Contractor, to the extent It is legally able to do so, will days of deilvery for purchases of Commerolal Hardware or pass through any such third party warranties to the Commeralal Software or thirty (30) days of delivery for all State and will reasonably cooperate in enforaing ther. other purchases, such Dellverables, and services will be Such warranty pass-through will not rellava
deemed to have been sacepted. Aoceptance by the Skate Contractor from Contreotor's warranty obligations set will be final and irreversible, except as it relates to latent defecte, fraud, and gross mistakes amounting to fraud warrantles specified d) All
Accentence shall, not be construed to walve any warranty elsewhere herein, shall Inure to the State, Its successors, rights that the State might have
assigns, customer agences, and govermental users of the express resarvation this Contraot with respect to
Deliverables or services.
any nonconformity, 8) Except as may be specifically provided in the Statement of 1) Unless otherwise specified in the Statement of Work, title to Work or elsewhere in this Contract, for arty breach of the Egulpment shall reman with the Contractor and assigns, If warranties provided in this Section, the State's exclusive . any, untll such time as successful acoeptance testing has remedy and the Contractor's sole obligation will be limited 1o; been achisved. Title to a special re-performance, repalr, or replacement of the Machine and for which only a single installation charge was nonconforming Dellverable (including without limitation pald shall pass to the State at no additional charge, together an Infringing Deliverable) or service; or with title to the Machine on which It was Installed. should the State in its sole discretion consent, refund of
17. SAMPLES: all amounts pald by the State for the nonconforming a) Samples of lems may be required by State for Dellverable or service and payment to the State of any • Inspection and specification testing and must be fumished aciditional amounts necessary to aqual the State's Cost free of expense to the State. to Cover. "Cost to Cover" means the cost, properly be identical in all respecte to thè products bid mitigated, of procuring Deliverables or services specified in the Contract. equivalent capabilly, function, and performance The b) Samples, If not destroyed by tests, may, upon request made payment obligation in subsaction (e)) above will noi at the time the sample Is furished, be retumed at the exceed the limite on the Contractor's lability set forth in Contractor's expense. the Section entitled "LImitation of Liabillty."
EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED
18. WARRANTY: IN THIS SECTION, THE CONTRACTOR MAKES NO
a) Unless otherwise specified the Statement of Work, WARRANTIES EITHER EXPRESS OR IMPLIED the warrantles in this subsection a begin upon delvery of INCLUDING WITHOUT LIMITATION ANY IMPLIED the goods or services In question and and one (1) year WARRANTIES OF MERCHANTABILTY OR FITNESS FOR thereafter. The Contractor warrante that (i) Deliverables end
A PARTICULAR PURPOSE
services furnished hereunder will substantially confom to the regurements of this Contract. (including without limitation 19. SAFETY AND ACCIDENT PREVENTION: In performing work all descriptlons, specifications, and drawings identifiad in the under this Contract on State premises, the Contractor shall Statement of Work), and (i) the Deliverables will be free conform to any speolflo safety requrements contalned in the from material defects in malerials and workmanship. Where Contract or as required by law or regulation. The Contractor shall the parties have agreed to design specifications (such as a. take any additlonal precautions as the State may reasonably Detalled Design Document) and Incorporated the same or require for safely and' accident prevention purposes. Any edulvalent in the Statement of Work directly or by referance, violation of suoh rules and requirements, unless promptly the Contractor will warrant That I's Deliverables provide all corrected, shall be grounds for terination of this Contract in. material functionality requied thereby. In addition to the accordance with the defeult provisions hereof. other warranties set forth herein, where the Contract calls for 20. INSURANCE: The Contractor ahall maintan all commercial delivery of Commerclal Software, the Contractor warrants general lability Insurance, workers' compensation Insurance and that such Software will perfor In acoordance with Its license any other Insurance required under the Contract. and accompanying Documentation. The State's approval of Contractor shall furnish Insurance certificale(s) evidencing designs or specificatione furnished by Contractor, shall not , required insurance covarage acceptable to the State, including releva the Contractor of its obligations under this warranty. endorsements showing the State as an additional insured" If b) The Dellverables furished • under the Contract. Any required endoraements hereunder (l) will be free, at the time of delivery, of hamful required requested by the State must be separately proviced; merely code referring to such coverage on the certificatess) is Insufficlent for (le. computer viruses, worms, trap doors, time bombs, this purpose. When performing work on state owned or controlled disabling code, or. any gimlier malldous mechanlam property, Contractor shall provide a walver of subrogation in favor clesigned to interfere with the intended operation of, or cause of the State for its workers' compensation pollay. damage to, computers, data, or Software); and (i will not Infringe or violate any U.S. Intellectual Properly Right. 21. TERMINATION FOR NON-APPROPRIATION OF FUNDS:
GSPD-401IT (REVISED AND EFFECTIVE 9/6/14)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
a) term of this Contract extends into fiscal years. but exolliding any cost attributable to Deliverables subsequent that which it Is approved, such continuation or services paid or to be pald; af the Contract is contingent on the appropriation of funds for B) The reasonable cost of settling and paying such purpose by the Legislature. If funde to effect such lamination settlement proposals under terminated continued payment are not appropriated, the Contractor subcontracts that are properly chargeable to the agreas to take back any affected Deliverables furnished terminated portion of the Contract, and under this Contract, terminate any services supplled to the C) Reasonable storage, transportation, State under this Contract, and relleve the State of any further demoblization, unamortized overhead and capital obllgetion therefor. costs, and other costs reesanably incurred by the b) The State agrees that If I appears Ilkely that subsection a) Contractor in winding down and terminating above will be Invoked, the State and Contractor shall agree Rs work. to take all reasonable steps to prioritize f) The Contractor will use generally Deliverables and mininize the incurrence of costs prior to principles, or accounting. principles otherwise agreed to in the expiration of funding for his Contraot. wilting by the partias, and sound businese practles In .0) THE STATE AGREES THAT IF PARAGRAPH a) ABOVE IS determining all costs claimed, agreed to, or determined INVOKED, COMMERCIAL HARDWARE under this plause.
THAT HAS NOT BEEN PAID FOR SHALL BE RETURNED 23. TERMINATION FOR DEFAULT:
TO THE CONTRACTOR IN SUBSTANTIALLY THE SAME a)
CONDITION IN WHICH DELIVERED TO THE • STATE,
SUBJECT
THE STATE FURTHER AGREES TO PAY FOR PACKING, the Contractor falls to:
CRATING, TRANSPORTATION TO THE CONTRACTOR'S 1) Deliver the Deliverables or parform the services within NEAREST FACILITY AND FOR REIMBURSEMENT TO the time specifled in the Contractor. any amendment THE CONTRACTOR FOR EXPENSES INCURRED FOR thereto;
THEIR ASSISTANCE IN SUCH PACKING AND GRATING, Il) Make progress, so that the fuck of progress endangers
22. TERMINATION FOR THE CONVENIENCE OF THE STATE: performance of this Contract; or The State may tominate performance of work under this HID Parform any of the other provisions of this Contract. 8)
Contract for Its convenience In whole or, from time to ilme, In b). The State's right to terminate this Contract under sub-section part, If the Department of General Services, Deputy Director a) above, may be exercised only If the failure constitutes a Procurement Division, pr designee, determines that a material breach of this Contract and if the Contractor does termination ls in the State's Interest. The Department of not oure such fallure within the time frame stated in the General Services, Deputy Director, Procurement Divison, State's cure notice, which in no event will be less than or designee; shall teminate by delivering to the Contractor a fifleen (15) days, unleas the Statement of Work calls for a Notice of Temination specifying the axtent of termination different period. and the effeative date thereof. If the State terminates. this. Contract in' whole or in part (b) After receipt of a Notlce of Termination, and except as. pursuent to this Section, It may acquire, under terms and in directed by State, the Contractor shall Immedlately the manner the Buyer considers approprlate, Dellverables or proceed with the following obligations, services similar to those terminated, and the Contractor wil regardless of any delay determining or adjusting any be liable to the State for any excess costs for those amounts due under this clause. The Contracior shall Deliverables and servloes, Including without limitation costs Stop work as specified in the Notice of Termination. third party vendors charge for Manufacturing Materials (01) Place no furthar subcontracta for materais, SeTViceS, (but sublect to the olause entitled "Limitation of Liability"). or facilities, except as necessary to complate the However, the Contractor shall continue the Work continuing portion of the Contract. not tenninated.
(ill) Teminate all subcontracts to the extent they relate to d) If the Contract is. terminated for default, the State may the work temineted. require the Contractor to transfer title, or In the case of (Iv) Settle all outstanding (labilles and termination licensed Sofiware, license, and deliver to the State, settlement proposals arising from the lamination as directed by the Buyer, any:
of suboontraots; completed Deliverables,
c) After temination, (Il) partially completed Deliverables, and, termination settlement proposal to the State in the form and (Ill) sublect to provisions sub-seotion e) below, with the Information presorbed by the State. The Contractor Menufacturing Materials relatad the laminated shall submit the proposal promplly, but no later than 90 daya portion of this Contract. Nothing in this sub-section d) after the effective date of temmination, unless a different time will be construed to grant the Stake rights to la provided in the Statement of Work or in the Notice of Dellverables that It would not have received had this Termination. Contract been fully perfored. Upon direction of the The Contractor and the State may agree upon the whole or Buyer, the Contractor shall also proteot and preserve any part of the amount to be pald as requested under property In ite possesalon in which the State has subsenion (o) above. an interest.
Unless otherwise sel forth in the Statement of Work, If the The Stale shall pay Contract price for comploted Contractor and the Stake fall to agree on the amount to be Deliverables delivered and accepted and Items the State pald because of the termination for convenience, the State requires the Contraotor to transfer under section (d) above.
Will pay the Contractor the following amounts; provided that Unless the Statement of Work calls for different procedures In no event will total paymenta exceed the amount payable • or recuices no-charge dellvery of materials, the Contractor to the Contractor If the Contract had been folly performed: and Buyer shall attempt to agree on the amount of payment (1) The Contract price for Dellverables or servies for Manufacturing Materials and other materlals delivered accepted or retained by the State and not previously and accepted by the Stale for the proteotion and paled for, adjustad for any savings on freight and other preservation of the property; provided that where tha charges; and Contractor has billed the State for any such materlale, no The tolal oft additional charge will apply, Fallure to agree will constitute a The reasonable costs incurred in the parformance dispute under the Disputes olause. The State may withhold of the work teminated, including initlel coste and from these amounts any aum it determines to be necessary:
preparatory expenses allocable thereto, to protel the State against loss beause of. outstanding lleris or clalms of fomer lien holders.
GSPD-401IT (REVISED AND EFFECTIVE 9/6/2014)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
1) If, after termination, It Is detemained by a final deolsion that Contractor's negligence or wilful misconduct, or (W) to costs the Contractor was not in default, the rights and obilgatione or attorney's foes that the State becomes entitled of the partles shall be the same as If the termination had as a prevalling party in-any action. been Issued for the convenience of the State. 0) The State's labilty for damages for any cause whatsoever, Both parties, State and Contactor, upon any termination for and regardless of the form of action, whether In Contract or g) In tort, shall be limited to the Purchase Price, as that term is default, have a duty to mitigate the damages suffered by it.
The rights and remedies of the State In thie clause are in dellned in subseciion a) above. Nothing herein shall be h) construed to walve or limit the State's sovereign immunity of adition to any other rights and remedles provided by law or under this Contract, and are sublect to the clause tiled. sany other immunity from sult provided by law. "Limitation of Liabilty." d) In no event will either the Contractor or the State be liable for incidental, Indirect speciel, or punitive
24. FORCE MAJBURE: Except for defaults of subcontractors at any damages, even If notification has been given as to the tler, the Contractor shall not be llable for any excess costs if the poss bility of such demages, except (I) to the extent that the fallume to perform the Contract arises from causes beyond the Contractor's lability for such damages Is specifically set forth control and without the fault or negligence of the Contractor. In the Statement. of Work or (il) to the extent that the Examples of such causes include, but are not limited to: Contractor's llebility for such damages, arises out of sub- a) Aats of God or of the public enemy, and section b)(), by), or b)(iv) above. b) Acts of the federal or State government in elther its sovereign or contractual oapacity. 27. CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS OR If the fallure to perfom is caused by the default of a subcontractor DAMAGE TO PROPERTY:
. at any ter, and if the caule of the defaull is beyond the control of a) The Contractor shall be lable for demages arising out of both the Contractor and suboontractor, and without the fault or Injury to the person and/or damage to the property of the negligence of either, the Contractor shall not be lable for any State, employees of the State, persons designated by the State for training, ar any other person(s) other than agents or employees of the Contractor, designated by the State for any
25. RIGHTS AND REMEDIES OF STATE FOR DEFAULT: purpose, prior to, during, or subsequent to delivery, в) In the event any Dellerables fumiahed or services provided Inatallation, acceptance, and use of the Delverables either st. • by the Contractor in the performance of the Contract should the Contrector's site or at the State's place of business, fall to confom to the regulrements hereln, or to the sample provided that the injury or damage was caused by the fault submitted by the Contractor, the State may reject the same, or negligence of the Contractor. and It shall become the duty of the Contractor to reclaim and • . b) The Contractor shall not be flable for damages arling out of remove the Item promptly or to correct the perfomance of or caused by an alteration or an Attachment not made or services, whout expense to the State, and Immadlately Installad by the Contractor, or for damage to alterations or replace all such rejected lems with others conforming to the Attachments that may result from the nomal operation. and Contradi, maintenance of the Dallverables provided by the Contractor b) in adoltion to any other rights and remedles the State may during the Contract. have, the Site may require the Cóntractor, at Contrator's experise, to ship Deliverables via alr fraight or expedited 28, INDEMNIFICATION; The Contractor agrees to indemnify, defend routing to avoid or minimize actual or potential delay If the and save harmless the State, Its officers, agents and employees from any and all third parly claims, costs (including without delay is the fault of the Contractor. Imitation reasonable attorneys' fees), and losses due to the Injury • 0) In the event of the termination of the Contract, ether In whole or in part, by reason of default or breach by the or death of any individual, or the loas or damage to any real or Contractor, any loss or damage sustalned by the State in tangible personal property, resulting from the willful misconduct or procuring any Items which the Contractor agreed to supply negligent acts or omissions, of the Contractor or any of ite shall be bore and paid for by the Contractor (but subject to affiliates, agants, subaohtractors, employees, suppliers, Isborers fumishing or supplying work, services, materials, or the clause entlited "Limitation of Liabllky").
The State reserves the right to offset the reasonable cost of suppllas in connection with the performance of this Contract. d) upon
all damages caused to the State against any outstanding Such defense and payment conditionel Involoes or amounts owed to the Contractor or to make a the following:
claim agalnst the Contractor therefore. 8) The State will notify the Confractor of any such claim Im witting and tender the defense thereof within a reasonable
26. LIMITATION OF LIABILITY: time; and
a) Except as may be otherwise approved by the Department of b) The Contractor will have sole control of the defense of any General Services Deputy Direotor, Procurement Division or action on such claim and all negotiations for Its settlement or their designee, Contractor's labilly for damages to the State compromise; provided that (i) when substantial principles of for any cause whatsoever, and regardless of the fom government or public law are involved, when litigation might action, whether in Contract or In tort, shall be Imited to the create precedent affecting future State operations or lability, Purchase Price. For purposes of this sub-section a), or when Involvement of the State Is otherwise mandated py "Purohase Price" will mean the aggregate Contract price; law, the State may partlcipate in such action at Its own except that, with respect to a Contract under which multiple expense with respect to attorneys' fees and costs (but not purchase orders will be Issuad (e.g., a Master Agreement or labilly); (i) where a settlement would Impose lablity on the Multinle Awero Schedule contract. "Purchase Price" will State, affeat principles of Calloria government or pubflo mean the total price of the purchase order for the law, or Impact the authority of the State, the Department of Deilverable(e) or service(s) that gave rise to the loss, such General Services will have the right to approve that the Contractor will have a separate Imitation of ilabllity disapprove any settlement or compromise, which approval for each purchase order. will not unreasonably be withheld or delayed; and (il) the The foregoing linttation of libilly shall not apply (to any State will reasonably cooperate In the defense and in any lability under the General Provisions entitled "Compllance related setllement negotlatione. with Statutes and Regulations" (Il) to flability under the INVOICES: Unleas otherwise speciled, Invoices shall be sent to General Provision, entitled *Patent, Copyright, and Trade 29. the address set forth herein. Invoices shall be submitted in Secret Indernity" or to any other lability (including without tripiloate and shall Include the Contract number; relaase order imitation Indemnification abllaations) for Infringement of third number (if appllcable); item number; unll price, extended Item party Intellectual property rights; (ill) to olaims arsing under price and invoice total amount. State sales tax and/or use fax provislons herein calling for Indemnification for third party and added to each. invoice as alaims against the State for death, bodily injury to persons or shall be itemized saparately damage to real or tangible personal property caused by the applloable.
GSPD-401JT (REVISED AND EFFECTIVE 9/5/2014)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
30. REQUIRED PAYMENT DATE: Payment will be made in any Buch Documentation reproduced, in Bocordance with accordance with the provisions of the California Prompt Payment copyright instructions to ba provided by the Contractor.
Act, Goverment Code Seation 827 at. seg. • Unless expressly 37. RIGHTS IN WORK PRODUCT:
exempted by statute, the Aot regures State agencles to pay a) All Inventions, diacoverles, Intelleotual property, tehnical . properly submitted, undisputed Invoices not more than 46 days communications and racords originated or prepared by tha after (7 the date of acceptance of Delverables or performance Contractor pursuant to this Contract including papers, of services; receipt.of an undisputed invoice, • reports, and charts, computer programs, other
whichever is later. Documentetion or Improvements thereto, and Including the.
31. TAXES: Unless otherwise required by law, the State of California- Contractor's administrative communications and records I exempi from Federal exalse taxes. The State will anly pay for relating to this Contract (oollectively, the Work Product"), any State or local sales or use taxes on the services rendered or shall be the Contractor's exclusive property. The provisions Goods supplied to the Slate pursuent to this Contract. of this sub-section a) may be revisad in a Statement of 32 NEWLY MANUFACTURED GOODS: All Goods fumished under Work. thia Contract shall be newly manufactured Goods or certifled as b). Software and other materials developed or otherwise new and warranted as new by the manufacturer; used or obtairied by or for the Contractor or Its afillates reconiitioned Goods are prohibited, unless otherwise specified. independently of this Contract or applicable purchase order •33. CONTRACT MODIFICATION: No amendment or variation of the ("Pre-Existing Materlals") do not constitute Work Product, if tame of this Contract shall be vaild unless mace in writing, signed the Contractor creates derivative works of Pre-Existing Materials, the elements of such derivative works created by the partles and approved as required, No oral understanding pursuant to this Contract constitute Work Product, but other or agreement not incorporated in the Contract Is binding on any of elements do not. Section 37 will be Nothing in this
the partles. construed to Interfere with the Contractor's or its afflliates'
34. CONFIDENTIALITY OF DATA: All finanolal, atalistical, personal, ownership of Pre-Existing Materlals. technical and other date and infomation relating to the State's The State will have Government Purpose Rights to the operation whloh are designated. confidentiel by the State and Wark Product as Deliverable or delivered to the State made avallable to the Contractor In order to carry out this "Govemment Purpose Rights" are the Contraot, or which become avallable to the Contractor In carrying hereunder, irrevocable, woridwide, perpetual, royelly-free,
out this Contract, shall be protected by the Contractor from non-exolusive rights and licenses to use, modify, reproduce, unauthorized use and disclosure through the observance of the perform, release, display, create derivative works from, and same or more effective procedural reguirements as are applicable The Identification of all such confidentel data and disclose the Work Product. "Govemment Purpose Rights" to the State. also Include the right to release or disolose the Work information as well as the State's prooedural requirements for protection of such data and information from unauthorized use Product outside the State for any State government and disciosure shall be provided by the State in writing to the purpose and to authorize recipients to modily, if the methods and procedures employed by the reproduce; perfom, release, display, create derivative Contraotor. works from, and disclose the Work Product for any State Contrator for the protection of the Contractor's date and Infomation are deemed by the State to be adequate for the government purpose. Suah reciplents of the Work Product protection of the State's confidential Infomation, such methods may Include, without lim|tation, State Contractors, Callforala and procedures may be used, with the written consent of the local governments, the U,S, federal govemment, and the State, to carry out the intent of this paragraph. The Contraotor State and local govemments of other states. *Government - shall not be required under the provisions of this paragraph to Purpoe Righta" do not include any rights to use, mddily, reproduce, perform, release, display, create derivative eep aley righty in the Contractor avalable, already rightfully in the Contractor's works from, or disclose the Work Product for any possession without obllgation of confidentiality, Is independently commercel purpose. developed by the Contractor outelde the scope of this Contract, or d) The ideas, concepts, know-how, or techniques relating to is rightfully obtained from third parties. data processing, developed during the course of this NEWS RELEASES: Unless otherwise axempted, news releases, Contract by the Contractor or Jointly by the Contractor and
38. the State may be used by elther party without obligation of endorsements, advertising, and social medla content pertaining notice or accounting.
to this Contract shall not be made without prior written approval of "This Contract shall not preclude the Contractor from the Department of General Services. e)
developing materials outside this Contract that are
36. DOCUMENTATION: competitive, Irrespective of their similarity to materlals which 8) The Contractor agrees to provide to the State, at no charge, might be delivered to the State pursuant to this Contract. ail Documentation as describad within the Statement of
• 38. SOFTWARE LICENSE: Unless otherwise specified in the Work, and updated versions thereof, which are necessary or useful to the State in lis use of the Equipment or Software Statement of Work, the Contractor hereby grants to the. State and provided hereunder. The Contractor agrees to provide the State accepts from the Contractor, subject to the tems and additional Documentation at prices not In excess of charges conditions of this Contract, a perpetual, irrevacable, royalty-free, made by the Contractor fo its other customers for non-exclusive, license to use the Software Products in this similar Documentation. Contract (hereinafter referred to as "Saftware Products"). b) If the Contractor is unable to perform maintenance or the The State may use the Software Produots in the conduct of State desires to perfom ita own maintenance on Equlpment Its own business, and any division thereaf purohased under this Contract then upon written notloe by b) The license granted above authorizes the State to use the the Siate the Contractor will provide at Contrator's then.
Sofiware Products In machine-readable form on the
ourrent rales and fees adequate and reasonable assistance including relevant Documantalion to allow the State to Computer System located al the site(s) specified in the maintain the Equipment based the Contractor's Statement of Work. Said • Computer System and Its methociology: The Contractor agrees that the State may
reproduce such Dooumentation for its own In designated in the Statement of Work, If the designated CPU maintelning the Equipment. If the Contracior Is unable to perfom maintenance, the Contractor agrees lo license any Is Inoperative due to malfuncion, the llense hereln granted other Contractor that the State may have hired to maintain shall be temporarily extended to authorize the State to use the Equlpment to une the above noted Dooumentation. The the Software Products, in maahine-readable for, on any State agrees to include the Contractor's copyright notice on other Stale CPU until the designated CPU Is retumed. to operation.
GSPD-401IT (REVISED AND EFFECTIVE 8/5/2014)
. GENERAL PROVISIONS - INFORMATION TECHNOLOGY
o) By prior witten notice, the State may redesignate the CPU in " Contractor will provicle all codes to the State with delivery of which the Software Products are to be. used provided that the Software. the redasignated CPU Is subetantially similar in size and b) In case of an Inoperative CPU, the Contrator will provide a- scale at no additional cost. The redesignation shall not be temporary encryplion/OPU ID authorizelion code to the State limited to the original site and will be effective upon the date for use on a temporarily authorized CPU until the designated specified in the notice of redesignation. CPU Is retumed to operation.
Acceptance of Commerolal Sofware (Including third party When changes In designated CPUs occur, the State will Sofiware) and Custom Software will be governed by the notify the Contractor via telephone and/ar facsimile/e-mail of terms and conditions of this Contract. such change, Upon receipt of such notice, the Contractor will Issue vle telephone and/or facsimile/e-mall to the State
38. PROTECTION OF PROPRIETARY SOFTWARE AND OTHER within 24 hours, a temporary enoryption ID authorization.
PROPRIETARY DATA: code for use on the newly designated CPU untl such time es The State agrees that all material appropriately marked or parmanent code is assigned.
Identified in writing as proprietary, and fumished hereunder are provided for the State's exclusive use for the purposes of 43. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY:
this Contract only. All such proprietary date shall remain the a) Contractor will Indemnify, defend, and save harmless the The State agrees to take all State, Its officers, agents, and employes, from any and all property of the Contractor.
third party calms, costs (inclucing without Imitation
masonable steps to Insure that such proprietary date are not reasonable attorneys' fee, and losses for Infringement cr. declosed to others, without prior written consent of the Contractor, subject to the Califarnia Pubile Records Act. Violation of any U.S. Intellectual Property Right by any The State will Insure, prior 'to disposing of any medla, product or service provided hereunder. With reapact to b) claims arising from computer Hardware or Software
that any licensed materials contained thereon have beon erased or otherwise destroyed manufactured by a third party and sold by Contractor as a . reseller, Contractor will pass through to the State such 0) The State agrees that it will take appropriate action by Indemnity rights as it racelves from such third party ("Third Instruction, agreement or otherwise with its employees or other persons permitted access to licensed software and Party Obllgatlon"). and will cooperate in enforcing them; other proprietary data to aalisfy its obligations in this provided that if the third party manufacturer falls to honor the Contract with respeot • to copying, modification, Third Party Obllgation, Contractor wili provide, the State with 49e,
protection and seourily of proprietary software and other Indemnity protection equal to that called for by the Third. proprietary data. Party Obligation, but In no event greater than that called for In the first santence of this Section). The provisions of the 40, RIGHTTO COPY OR MODIFY: preceding sentence apply only to third party computer Any Software Product provided by the Contractor • In Hardware or Software sold as a distinct unit and ascepted by machine-readable fom may be copled, In whole or in part, In the State, printed or machine-readable form for use by the State with the designated CPU, to perfor one-time benchmark tests, Unions • Third Party Obligation, provides otherwise, replace a the defense and payment obligations set forth in this for archival or emergency restart purposes, to
worn copy, to understand the contents of such machine- Section will be conditional upon the following:
readable material, or to modify the Software Product The State will notify the Contrator of any such claim in provided below; provided, however, that no more than the writing and tender the defense thereof within a number of printed coples and machine-readable coples aS reasonable time; and speckled In the Stalement of Work will be in existence under (Il) The Contractor will have sole control of the defense of this Contract at any time without prior written consent of the any action on such olak and all negotiations for ite Contractor, Such consent shall not be unreasonably withheld settlement compromise: provided that Contractor. The original, and any copies of the (a) when substantial prinalples of government or public by the
in whole or in part, which are made law are involved, when litigation might create precedent Software Product,
hereunder shall be the property of the Controlor. affecting future State operations or liability, or. when The State may modify any non-personal computer Software Involvement of the State Is otherwise mandated by law, b) the State may participate in such aotion at its own
Product, in machine-readable fom, for Ite own use and
•emense with respot to attorneys fees and costs
merge it into other program material. Any portion of the- Software Product included in any merged program materlat (but nat lability): (b) where a settlement would. impose labllity on , the State, affect principles of Calfornia shall be usad only on the designated CPUs and shall be
subject to the terms and conditions of the Contract. govornment or pullo lew, or impact the authority of the State, the Department of General Services will have the FUTURE RELEASES: Unless otharwise specifically provided In right to approve or disapprove any settlement
41. compromise, which approval will not unreasonably be this Contract, or the Statement of Work, If Improved versione, e.g., withheld or delayed; and (c) the State will reasonably patches, bug fixes, updates or releases, of any Software Product are developed by the contractor, and are made avalable to other cooperate In the defense and in any related settlement Icenses, they will be made avallable to the State at no additionel negotlations. cost only If such are made available to other licansees at no additional cost. If the Contractor offers new versions or upgrades b) Should the Dellvarables, or the operation thereof, become. or in the Contractor's opinion are likely to become,
to the Software Product, they shall be made avallable to the sublect of a claim of infringement or violation of a U.S.
State at the State's option at a price no greater than the Contract price plus a price increase propprtionate to the increase from the intellectual Property Right, the State shall pelt the list price of the original version to that of the new version, If any. If Contrator, at Its option and expense, elther to prooure for the Software Produot has no list price, such prae increase will be the State the right to continue using the Deliverables, or to proportionate to the increase in average price from the original to replace or modify the same so that they bacome non-Infringing. If none of these options oan reasonably be the new version, If any, as estimated by the Contractor In good taken, or If the use of such Deliverables by the State shall be falth. prevented by Injunotion, the Contractor agrees to take back such Dallvarablos and make every reasonable effort to
42. ENCRYPTIONICPU ID AUTHORIZATION CODES: Deliverables, assist the State in procuring subslitute
When Enoryption/GPU Identification (ID) authorization cades if, in the sole opinion of the State, the return of such are regured to, operate the Software Products,
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GENERAL PROVISIONS - INFORMATION TECHNOLOGY
Infringing. Deliverables makes the retention of other c) Any final decision of the State shall be expressly identifled Deliverables acgured from the Contractor under this as such, shall be In writing, and shall be signed by the Contract Impractioal, the Stale shall then have Deputy Director, Proourement Division If an appeal was the oplion of terminating such Controls, or appliable made. If the Deputy Director, Procurement Division falls to portions thereof, without penally or termination charge. render a final decision within 46 days after receipt of the The Contractor agrees to take back such Deliverables and Contractor's appeal for a final decieion, It shall be deemed a refund any sums the State has pald the Contractor less any final dealsion adverse to the Contractors contentions. The reasonable amount for use or damage. State's final declelon shall be conclusive and binding 0) The Contractor shall have no ilabllity to the Stake under any regarding the dispute unless the Contractor commences an provision of this clause with respect to any claim of patent, action In a court of competent Jurisdiction to contest such copyright or trade secret Infringement which is based upon: decision within 80 days following the date of the final (1) • The combination or utilization of Deliverables furlshed decision or one (1) year following the socrual of the cause of hereunder with Equipment, Soltware or devices not action, whichever is later. made or fumished by the Contractor; or, di) For disputes Involving purohases made by the Department of (1) The operation of Equipment furnished by the Contractor General Services, ' Proourement Division, the Contractor under the contral of any Operating Software other shall submit to the Department Director or designee a than, or in addition to, the ourrent version of written demand for a final decision, which shall be fully Contractor-suppled Operating Software; or supported in the manner desoribed in subsection a above. ((1l) The modification Initiated by the State, or a third party .. • The Deparment Director or designee shall have 30 days to at the State's direction, of any Delverable furnished render a final decislon. if a final decision le not rendared hereunder; br within 30 daya after recept of the Contractor's demand, it (v) The combination or utllization of Software furnished shall be deemed a final decision adverse to the Contractor's hereunder with non-contractor supplied Sofiware. contention. The final deoision shall be condlualve and The Contractor certilles that it hes appropriate systems and binding regarding the dispute unless the Contractor controls in place to ensure that State funds will not be used commences an action in a court of competent Jurisdiction to In the performance of this Contraot for the acquisition, contest such deciston within 90 days following the date of operation, or maintenance of computer Soffware In violation the final dealsion or one (1) year following the accrual of the of copyright laws. else of wever
The dates of decision and appeal in this section may be
44. DISPUTES: modified by mutual consent, as applicable, excepting tha a) The parties shall deal in good faith and attempt to resolve time to commence an action in a court of competent potentlal disputes Informally. If the depute persists, the Jurisdiction, Contractor shall submit to the contracting Department
Director or designee a written demand for a final dealslon 45. STOP WORK:
a) The State may, at any time, by written Stop Work Order to regarding the disposition of any dispute between the parties related to Involving Contraot. the Contractor, require ine Contractor to stop all, or any part arising under, of the work called for by this• Contract for a period up to Contractor's willten demand shall be fully supported by and if such demand involves a cost 46 days after the Stop Work Order Is dellvered to the factual information, Contractor, and for any further perlad to which the partles adjustment to the Contraat, the Contractor shall Includé with the demand a written statement signed by an authorized may agree. The Stop Work Order shall be specifically Identiled as such and shall inclicate it is issued under this person indloating that the demand is made in good falth, that the supporting data are acourate and complete and that the shall • Inmedlately comply with its terms and take
amount accurately reflects the Contract
• reasonable steps to minimize the incurrence of coste
adjustment for which Contractor belleves the State Is lable. allocable to the work covered by the Stop Work Order during The contracting Department Director or designee shall have the perlod of work stoppage. Within a period of 45 days 30 daya after receipt of Contrector's written demand Invoking "Disputes" to render a written decision. after a Stop Work Order is dellvered to the Contractor, or this Section within any extension of that period to which the parties ahail witten dealsion Is not rendered within 30 days after recalpt of the Contractor's demand, It shall be deamed e decision have agreed, the State shall ether:
adverse to the Contractor's contention. if the Contractor is Cancel the Stop Work Order, or not satisfied with the decision of the contracting Department (IT) Teminate the work covered by the Slop Work Order as provided for in the termination for default or the
Director or designee. the Contractor may appeal the termination for convenience clause of this Contraot. decision, in willing, within 15 days of lts Issuance (or the expiration of the 30 day perld in the event no deolsion le b) if a Stop Work Order lesued under this clause is canceled or rendered by the contracting department), to the Department the perlod of the Stop Work Order or any extension thereof expires, the Contractor shall resume work. The State shall of General Services,
make an equitable adjustment in the delivery schadule,
Deputy Director, Procurement Division, who shall have 45 the. Contract price, or both, and the Contract shall
days to render a final docision. If the Contractor does not appeal the decision of the contracting Department Director be modifled, in willing, accordingly, If (1) The Stop Work Order resulte In an Increase in the time or dealgnee, the deolsion shall be conclusive and binding regutred for, or in the Contractor's cost regarding the dispute and the Contractor shall be barred properly from commanoing an action In court, or with the Victims allocable fo the perfomance of any part of this Compensation Goverment Clalms Board, for fallure to Contract; and exhaust Contractor's administrative remedles. (i) The Contractor assons right. to an equitable b) Pending the final resolution of any dispute arising under, aclustment within 60 days after the end of the period of relaled to or involving this Contract, Contractor agrees to work stoppage; provided, that If the State decides the facts Juatify the action, the State may receive and act •dillgently proceed with the performance of this Contract, ncluding the delivery of Goods or providing of servloes In upon a proposal submitted al any time before final accordance with the State's Instructions regarding this payment under this Contract.
Contract. Cantractor's fallure to dillgently proceed In c) If a Stop Work Order Is not canceled and the work covered accordance with the State's Instructions regarding this by the Stop Work Order is terinated in accordance with the shall be considered. a material breach of provision entitled Temination for the Conventence of the Contract
this Contract. State, the State shall allow reasonable coats resulting from the Stop Work Order in arriving at he termination settlement. . Page 9 of 12
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d) The State shall not be lable to the Contractor for loss • by California law ("Confiict Laws"): in the event of any profits because of a Stop Work Order lasted under Inconalstency, such Conflict Laws override the proviaions of this clause. this Section, even if enaoted after execution of this Contract. 48 PRIORITY HIRING CONSIDERATIONS: If this Contract Includes
46. EXAMINATION AND AUDIT: The, Contractor agrees that the representative shall have the right to" services in exceas of 8200,000, the Contractor shall give priority State or Its designated consideration filling vacances in positions : funded by review and copy any records and supporting the Contract to qualified reciplents of ald under Welfare and directly pertaining to performance of this Contract. Institutions Code Section 11200 in accorance with POC Section agrees to maintain such records for poesible audit for a minimum" 10353. of three (3) years after final payment, unless a longer period of records retention Is stpulated. The Contractor agrees to allow the 49. COVENANT AGAINST GRATUITIES: The Contractor warrants auditors) access to such records during nomal business hours , that no gratulties (in the for of entertarment, gifts, or otherwise) and in such a manner so as to not interfere unreasonably with were offered or given by the Contractor, or any agent or normal any representative of the Contractor, to any officer or employee of the employees State with a view toward securing the Contract or securing have infomallon related to such records. Further, the Contractor agress to favorable realment with respect to any determinations concerning Inalude a similar right of the State to audle records and interviow the performance of the Contract. For breach or violation of this staff in any subcontract related to performance of this Contract. warrenty, the State shall have the right to terminate the Contract, The State shali provide resonable advance written notice of such elther in whole or in part, and any loss or damage sustained py auditis) to the Contractor, the State In procuring on the open market any items which the Contractor aglead to supply shall be bome and pald for by the
47. FOLLOW-ON CONTRACTS: Contractor. The rights and remedles of the State provided In this the Contractor afillates provides Technical clause shall not be exclusive and are in acidition to any other Consulting and Direction (as defined below, the Contractor rights and remedles provided by law or in equily. and Its affillates: 50,. NONDISCRIMINATION CLAUSE:
(1) will not be awarded a subsequent Contract to supply During the performance of this Contracl, the Contractor and 8)
the service or system, I's subcontractors shail not urflawfully discriminate, harass or thereof, that is used for or in allow harassment, against any employee or appliant for subleat of such Technioal Consulting and Diraction; and employment because of sex, sexual arlentation, race, color, wlll not act as consultant to any person or entity that ancesty, rellgious cread, national origin, disability
does receive a Contract described in sub-section (.
will continue for one (1) Year after (including HIV and AIDS), medical condition (cancer), age, This ' prohibltion martal status, and denial of family care leave. The tamination of this Contract or complellon of the and subcontractors shall insure thai the Contracior
Technical Consulling and Direction, whichever comes evaluation and treatment of their employees and applicants later. for employment are free from such disorimination arad b) "Technical Consulting and Direction" means services for. harassment. The Contractor and subcontractore shall
which the Contractor received compansation from the State comply with the provisions of the Fair Employment and and Includes: Housing Act (Government Code, Section 12990 el seg.) and (1) development of or asslatance in the development of thereunder the app|loable regulations promulgated
work statements, specifications, solicitations, or (Callforla Code of Regulations, Tille 2, Section 7285.0 et feasibility studles; seq.). The applicable regulations of the Fair Employment (il) develapment or design of test requirements; and Housing Commisslon Implementing Government Code (lil) evaluation of tesi data; Section 12990 (a-f), set forth In Chapler 5 of Division 4 of (Iv) direction of or evaluation of another Contractor; Tile 2 of the Callfarla Code of Regulalions are Incorporated (v) provision of formal recommendations regarding the Into this Contract by reference and made a part hereof as if Information. Teahnology
set forth in full. The Contractor and Its subcontractors shall give witten notice of their obligations under this clause to the alive. for purpose of the set ranite or labor organizations with which they have a collective For purposes of this Section, bargaining or other agreement. b) The Contractor shall Include the nondiscrimination and particlpants, parent corporations, compliance provisions of this clause In all suboontracts to other entity controlled by, controiling, or under common perform work under the Control, control with the Contractor. Control exsts when an
entity owns or directs more than fifly percart (50%) of 51. NATIONAL LABOR RELATIONS BOARD CERTIFICATION:
the cutstanding shares or securities representing the The Contraotor swears under penalty of perury that ho more than right to vote for the election of directors or other one final, unappealable finding of contempt of court by a federal court has been lssued against the Contractor within the To the extent permissible by law, the Director of the Immedlately preceding two-year period because of the Dapartment of General Services, or designee, may walve the Contractor's failure to comply with an order of the National Lebor restrictions set forth In this Section by written notice to the Relations Board. This provision is required by, and ahall be Contractor If the Director delamines their application would construed in scordance with, PCC Section 10296. not be in the State's best Interest. Except as prohlbited by Pursuant to law, the restrictions of this Section will not apply: 52, ABSIGNWENT OF ANTITRUST ACTIONS:
Government Code Sections 4552, 4553, and 4554, the following to follow-on advice given by vendors af commerclal. provislons are Incorporated herein:
2) In submitting a bid to the Slate, the suppler offers and agrees that If the bld is accepted, It will assign to the State all or malntenance of such products after sale; or rights, tltte, and Interest in and to all onuses of action It may where the State has entered Intoà master agreement have under Section 4 of the Clayton Act (16 U,S.C. 15) for Software. or services and the scope of work al or ander the Cartwright Aot (Chapter 2, commencing with . the time of Contract execution expressly calls Seatlon 10700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of Goods,
material or other Teme, or services by the supplier for sale to The rastriotlans set forth In this Seotion are In addition to conflici of Interest restriotions Imposed on public Contractors the State puralant to the solicitation. Such eselgnment shall
GSPD-401/T (REVISED AND EFFECTIVE 9/5/2014)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
be made and become effeative at the time the State tenders: b The Contractor agrees to cooperate fully in providing final payment to the suppler. documents, agents or.
b) If the State receives, ether through judgment or settlement, employees, or premises if reasonably required by authorized a monetary recovery for a cause of action assigned under •offlotals of the State, the Department of Industrial Relations, this chapter, the assignor shall be entitled to receive or the Depariment of Justice to determine the Contractor's reimbursement for actual legal costs houred and may, upon compllance with the requirements under paragraph (a). demand, recover from the State any portion of the recovery, RECYCLED CONTENT REQUIRMENTS: The Contractor shall 56,
Including treble damages, attributable to overoharges that certify in wilting under penalty of perjury, the minimum, If not were paid by the assignor but were not pald by the State s exact, percentage of post-consumer materlal (as defined in the part of the bid price, less the expenses Incurred in obtalning Public Contract Code (PCC) Section 12200-12209), in products, that portion of the recovery. materlals, goods, or supplies offered or sold to the State that fall c) Upon demand in wrlting by the assignor, the assignee shall, under any of the statutory categories regardless of whether the within one year from such demand, reassign the cause of. product meats the requirements of Section 12209. The certification action assigned under the part if the assignor has been or shall be provided by the contractor, even if the product or good may have been injured by the violation of law for which the cause of nation rose and containe no postconsumer recycled material, and even If the postconsumer content is unknown. With respect to printer or the assignee has not been injured thereby, or
the assignee declines to flle a court action for the cause duplication cartridges that comply with the requirements of Sectlan (Il) 12166(e), the certification required by this subdivision shall specify of action. that the cartridges so comply (PC 12206 (b)(2)). A state agency
53. DRUG-PREE WORKPLACE CERTIFICATION: The Contractor contracting officer may waive the certificalion requiremente if tha ertifles under penally of perjury under the laus of the State of percentge of postconsumer material in the products, materials, Califomla that the Contractor will comply with the requirements of the Drug-Free Workplace. Act of 1990 (Governmert Code goods, or supples can be verifled in a witten advertisement, Including, but not limited to, a product label, a catalog, or a Seollon 8350 et seg.) and will provide a drug-free workplace by manufacturer or vendor internet web site. Contractors are to use, taking the following actions: to the maximum extent economically feasible in the performance 8) Publish a statement notifying employees that unlawful of the contreat work, recycled content products (PCC 12203(ci)). manufacture, distribution, dispensation, possession, or use of controlled substance is prohibited and specifying actione 57. CHILD SUPPORT COMPLIANCE ACT: For any Contract In to be taken agalnst employees for violations, as required by • excess of $100,000, the Contractor acknowledges in accordance Government Code Section 8365(a). with PCO Section 7110, that:
bb) Establish a Drug-Free Awareness Program as required by a) The Contractor recognizes the Importance of child and femily Govarrment Code Section B365(b) to Inform amployees support obilgations and shall fully comply with all applicable about all of the following: *State and federal laws relating to chlid and family support the dangers of drug abuse in the workplace; enforcement, including, but not limited to, disciosure of (il) the peraon's or organization's polloy of maintalning a Inforetion and compliance with earnings ssignment drug free workplace; orders, as provided in Chapter 8 (commening with Section (Ill) any avalable counseling, renablication and employee 200) of Part 6 of Division of the Family Code; and b) The, Contrector, to the beat of its knowledge is fully (v) penaities that may be Imposed upon employees for complying with the earnings assignment orders of all drug abuse violations. employees and is providing the names of all new employees •Provide, as required by Government Core Section 8355(c), .to the New Hire Registry maintained by "the Callfomia that every employee who works on the proposed or resulting • Employment Development Department.
Contract:
(i) will receive a copy of the company's drug-free pollcy 58. AMERICANS WITH DISABILITIES ACT: The Contractor assures statement: and. the State that the Contractor complies with the Americans with (IL) will agree to abide by the terms of the company's Disabilitles Act of 1980 (42 U.S.C. 12101 et.68g.). statement as a condition of employment
the Contract. 59. ELECTRONIC WASTE RECYCLING ACT OF 2003:
The Contractor complies with the applicable
54. FOUR-DIGIT DATE COMPLIANCE: Contractor warrants that it requirements of the Electronic Waste Recycling Aat of 2003, will provide only Four-Digit Date Compliant (as defined below) Chapter 8.5, Part 3 of Division 30, commencing with Section Deliverables and/or services to the State. Four Digit Date 42480 of the Publio Resources Oode. The Contractor shall Compliant" Deliverables and services oan accurately process, maintain documentation and provide reasonable Its
daloulate, compare, and saguence date date, including without records and documents that evidence compliance. limitation date data arising out of or ralating to leap years and changes In centuries. • 60. USE TAX COLLECTION: In accordance with PCC subject to the warranty terms and conditions of thia Contract and Section 10295.1, the Contractor certilies that It complles with the does not limit the generallty of warranty oblyations set forth requirements of Section 7101 of the Revenue and Taxation Code. elsewhere herein. Contractor further certifies that It will immedlately advise the State 66, SWEATFREE CODE OF CONDUCT: of any change in its retallars sellers pamit or cortification of registration or applicable affillate's seller's pemit Contractor declares under penalty of perjury that no
materials, or suppiles fumished to the State certificate of registration as described In subdivislon (a) of PCC @gulpment, Section 10295,1.
pursuant to the Contract have been produced in whole or in part by sweatshop labor, forced labor, convlot 81. EXPATRIATE CORPORATIONS: Contractor hereby declares Incentured labor under penal sanction, abusive fors that I ls not an expatriate corporation or subsidlary of an chld labor or axploltation of ofldren in sweatshop labor, or expatriate corporation with the meaning of PCC Sections 10286 with the benefit of sweatshop labor, forced labor, convict and 10286.1, and Is eigible to contract with the State. labor, indentured labor under penal sanction, abusive forms of child labor or explallation of chlldren in sweatshop labor. 62. DOMESTIC PARTNERS; For contracts over $100,000 exeouted The Contractor further deolares under penally of or amended after January 1, 2007, the contractor certifies that the perjury that they adhere to the Sweatfree Code of Conduct contracfor Is In compliance with Publio Contract Code Section as set forth on the Califomla Department of Industrial • 10296.8, Relations website located at www.dic.ca.goy and Public
Contract Code Section 6108.
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63. SMALL BUSiNESS PARTICIPATION AND DVBE.
PARTICIPATION REPORTING REQUIREMENTS:
8) If for this Cantraot the Contractor made a commitment to achleve small business participation, then the Contactor must within 60 clays of recelving final payment under inis Contract (or within such other time period as may ba
speolfled elsewhere in this Contract) report to the awarding department the actual percentage smell business
partlobation that was achleved. (Govt. Code § 14841.)
b) If for this Contract the Contractor made a commitment to. achieve disabled veteran business enterprise (DVBE)
partie/pation, then Contractor must within 60 days of
receiving final payment under this Contract or within such other time period as may be specified elsewhere in this Contract cartify In a report to the awarding department: (1) the latal amount the prime Contractor recelved under the Contract; (2) the name and address. of the DVBE(s) that partolpated in the performance of the Contract, (3) the amount each DVBE recelved from the prime Contractor; (4) • that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE partlolpation that was schleved. A person or entity that knowingly
provides false information shell be subject to a civil penalty for each violation. (Mll. & Vels. Code § 999.5(d);
Govt. Code § 14B41.) •
84. LOSS LEADER: It is unlawful for any person. engaged In business within this state to sell or use any article or product as a "Toes leadar da defined In Section 17030 of the Business and Professions Code. (PCC 12104,5(b),).