State of California Cooperative Agreement 7-23-70-55-03.01 (HPE).pdf — City Council/Public Finance and Economic Development Authority/Parking Authority, July 6, 2026 (part 1 of 2)

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICE
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-03 AMENDMENT 2 CONTRACT NO. 7-23-70-55-03

ALLIED NETWORK SOLUTIONS INC
APPROVED:

CITY OF MERCED
A California Charter Municipal
Corporation
BY:_
D. Scott McBride
City Manager
ATTEST:

D. SCOTT MCBRIDE, CITY CLERK
BY:

Assistant/Deputy City Clerk
APPROVED AS TO FORM:

CRAIG J. CORNWELL, CITY ATTORNEY
I Can Connell 423-2028
ACCOUNT DATA:

M. VENUS RODRIGUEZ
BY:

Verified by Finance Officer

STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-03
AMENDMENT 2
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23008 Hewlett Packard Enterprise Company (Contractor)
The parties mutually agree to amend Participating Addendum 7-23-70-55-03 as follows:
1) Agreement is extended from June 30, 2025, to June 30, 2026. Section 2. TERM, subparagraph A is revised to read as follows:

A. The term of this Participating Addendum shall begin upon signature approval by the State and will end June 30, 2026, or upon termination by the State, whichever occurs first.
2) Section 22. GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI) REPORTING is hereby deleted and replaced with the following:

22. GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI)
DEFINITIONS:

For purposes of this Section, the following terms shall be given the meaning shown below. Capitalized terms used below and not defined in this Section shall have the meaning set forth in Section 1 (Definitions) or in the text of the IT General Provisions (rev. 06/21/2022).

Artificial Intelligence (Al): an engineered or machine-based system that varies in its level of autonomy and that can, for explicit or implicit objectives, infer from the input it receives how to generate outputs that can influence physical or virtual environments (Gov Code §S 11549.64 & 11546.45.5).

GenAl Training Data: any content, information, or data that is used to train, tune, test, or validate a GenAl, including text, images, video, audio, code, or similar types of input.

Generated Data: any output, results, content, or other data that is produced by GenAl, including but not limited to text, images, video, audio, code, or similar types of output.

Generative Al (GenAl): an Al system that can generate derived synthetic content, including text, images, video, and audio, that emulates the structure and characteristics of the system's GenAl Training Data (Gov Code §11549.64).

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Participating Addendum 7-23-70-55-03
Amendment 2
Hallucination: Generated Data that is nonsensical, false, or misleading, and is not based on real or existing data, but is instead produced by bias or the GenAl's extrapolation or creative interpretation of its Gen Al Training Data.

Materially Impacts: shall have the same meaning set forth in State Administrative Manual (SAM) 4986.2.

Prompt: any written, spoken, or rendered information provided as a query, command, or other form of input, to any GenAl in connection with this Contract. For avoidance of doubt, Prompt includes any input automatically detected or created by the GenAl, as well as any derivate works of a Prompt or collection of Prompts.

GENAI DISCLOSURE OBLIGATIONS:

Disclosure Obligations:
a) Contractor must immediately notify the State in writing if it: (1) intends to provide GenAl as a Deliverable to the State; or (2) intends to utilize GenAl, including GenAl from third parties, to complete all or a portion of any Deliverable that materially impacts: (i) functionality of the System, (i) risk to the State, or (iii) Contract performance. For avoidance of doubt, the term "materially impacts" shall have the same meaning set forth in State Administrative Manual (SAM) § 4986.2 Definitions for GenAl.
b) Such notification shall be provided to the State designee identified in this Contract.
c) At the direction of the State, Contractor shall discontinue the provision to the State of any previously unreported GenAl that results in a material impact to the functionality of the System, risk to the State, or Contract performance, as determined by the State.
d) If the use of previously undisclosed GenAl is approved by the State, then Contractor will update the Deliverable description, and the Parties will amend the Contract accordingly, which may include incorporating the GenAl Special Provisions into the Contract, at no additional cost to the State.

Failure to Disclose or Discontinue GenAl Use: The State, at its sole discretion, may consider Contractor's failure to disclose or discontinue the provision or use of GenAl as described above, to constitute a material breach of Contract when such failure results in a material impact to functionality of the System, risk to the State, or Contract performance. The State is entitled to seek any and all remedies available to it under law as a result of such breach, including but not limited to termination of the contract, for default pursuant to Section 23 (Termination for Default) of the IT General Provisions (rev. 06/21/2022).

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Participating Addendum 7-23-70-55-03
Amendment 2
All other terms and conditions of the Participating Addendum shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.

STATE OF CALIFORNIA CONTRACTOR
Department of General Services Hewlett Packard Enterprise Company Agency Name Contractor Name
Julie 5/6/2025
Matthews 5/15/2025 lucole Hadley
Authorized Signature Date Signed Authorized Signature Date Signed Julie Matthews, MAU2 Supervisor Nicole Hadley/Contract Negotiator Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street 1701 East Mossy Oaks Road
West Sacramento, CA 95605 Spring, TX 77389
Address Address

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STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-03
AMENDMENT 1
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23008 Hewlett Packard Enterprise Company (Contractor)
The parties mutually agree to amend Participating Addendum 7-23-70-55-03 as follows:
1) Section 22. GENERATIVE ARTIFIFICAL INTELLIGENCE (GENAI) REPORTING is hereby added to read as follows:

22. GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI) REPORTING The State of California seeks to realize the potential benefits of GenAl, through the development and deployment of GenAl tools, while balancing the risks of these new technologies.

Upon request by an ordering agency, Contractor must complete a GenAl Reporting and Fact Sheet (STD 1000) to identify if their solution or service includes, or makes available, any GenAl including, GenAl from third parties or subcontractors.

During the term of the contract, Contractor must notify the State in writing if their services or any work under this contract includes, or makes available, any previously unreported GenAl technology, including GenAl from third parties or subcontractors. Contractor shall immediately complete the GenAl Reporting and Factsheet (STD 1000) to notify the State of any new or previously unreported GenAl technology.

At the direction of the State, Contractor shall discontinue the use of any new or previously undisclosed GenAl technology that materially impacts functionality, risk or contract performance, until use of such GenAl technology has been approved by the State.

Failure to disclose GenAl use to the State and submit the GenAl Reporting and Factsheet (STD 1000) may be considered a breach of the contract by the State at its sole discretion and the State may consider such failure to disclose GenAl and/or failure to submit the GenAl Reporting and Factsheet (STD 1000) as grounds for the immediate termination of the contract. The State is entitled to seek any and all relief to which it may be entitled to as a result of such non-disclosure.

The State reserves the right to amend the contract, without additional cost, to incorporate GenAl Special Provisions into the contract at its sole discretion and/or terminate any contract that presents an unacceptable level of risk to the State.

If Contractor identifies GenAl in their solution, a copy of the STD 1000 must be submitted to the DGS State Contract Administrator.

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Participating Addendum 7-23-70-55-03
Amendment 1
All other terms and conditions of the Participating Addendum shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.

STATE OF CALIFORNIA CONTRACTOR
Department of General Services Hewlett Packard Enterprise Company Agency Name Contractor Name
Julie Digitally signed by Julie
Matthews
10000241026 181821 10/25/2024 8/20/2024
Matthews Debra Laird
Authorized Signature Date Signed Authorized Signature Date Signed Julie Matthews, MAU2 Supervisor Debra Laird, Manager, Contract Negotiationsw Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street 1701 East Mossy Oaks Road
West Sacramento, CA 95605 Spring, TX 77389
Address Address

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STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-03
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23008 Hewlett Packard Enterprise Company (Contractor)
This Participating Addendum Number 7-23-70-55-03 is entered into between the State of California, Department of General Services (hereafter referred to as "State" or "DGS") and Hewlett Packard Enterprise Company (hereafter referred to as "Contractor") under the lead state of Minnesota NASPO ValuePoint Master Agreement Number 23008.

1. SCOPE
A. This Participating Addendum covers the purchase of computer equipment (desktops, laptops, tablets, servers, and storage, including related peripherals & services) under the Minnesota NASPO ValuePoint Master Agreement. The Minnesota NASPO ValuePoint Master Agreement is hereby incorporated by reference. Product/service categories included under this Participating Addendum are identified in Section 5 (Available Products and Services).

B. This Participating Addendum is available for use by California state agencies and local governments. A local government is defined as any city, county, city and county, district, or other local governmental body, school district or corporation empowered to expend public funds. The State Agency Listing (https://www.ca.gov/agenciesall/) provides a comprehensive list of state agencies.

C. Each local government is to make its own determination whether this Participating Addendum and the Minnesota NASPO ValuePoint Master Agreement are consistent with its procurement policies and regulations.

2. TERM
A. The term of this Participating Addendum shall begin February 1, 2024, or upon signature approval by the State whichever occurs later, and will end June 30, 2025, 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.

C. Order placement and execution shall be on or before the expiration of this Participating Addendum. However, delivery of products or completion of services mav be up to 120 days after the Participating Addendum expiration date.

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Participating Addendum 7-23-70-55-03

3. TERMS AND CONDITIONS/INCORPORATION OF DOCUMENTS
A. Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. 1) General Provisions - Information Technology (GSPD-401IT) effective 6/21/2022
2) Cloud Computing Software as a Service (SaaS) General Provisions effective 6/21/2022
3) Cloud Computing Special Provisions for Software as a Service (SaaS) effective 03/15/2018
B. Terms can be viewed on the DGS Procurement Division website (https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-Division- Resources-List-Folder/Required-Language-for-Solicitations-and-Contracts).

4. ORDER OF PRECEDENCE
A. In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply:
1) California Participating Addendum Number 7-23-70-55-03 2) Minnesota NASPO ValuePoint Master Agreement Number 23008

5. AVAILABLE PRODUCTS AND SERVICES
A. The following product and service offerings from the Minnesota NASPO ValuePoint Master Agreement Number 23008 are allowed under this Participating Addendum:
1) Band 3, Servers and Storage

6. RESTRICTIONS/DISALLOWED PRODUCTS AND SERVICES
A. Configuration limits: The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000)

ITEM CONFIGURATION
Band 3 $1,000,000
Peripherals $10,000
Services Addressed in the customer specific Purchase Orders B. Services must be related to the procurement of equipment.

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Participating Addendum 7-23-70-55-03
C. The following restrictions apply to state agency purchases under this Participating Addendum:
1) Product and service categories that are available on mandatory California statewide contracts cannot be purchased from this Participating Addendum by state agencies without an exemption. State agencies are responsible for obtaining a mandatory statewide contract exemption from DGS prior to issuing a purchase order.
2) Service-only purchases are disallowed. (Exception: Equipment maintenance service purchases are allowed).
3) Services that fall within the definition of "public works" as defined in Public Contract Code section 1101 and Labor Code section 1720 are disallowed under this Participating Addendum and must be procured by alternate means. This restriction is not applicable to local governments. 4) Leasing/rental is not allowed.
5) Professional services are not allowed.

7. PRICING
A. Contractor's pricing is outlined in the Minnesota NASPO ValuePoint Master Agreement Number 23008.

B. Contractor shall notify the State Contract Administrator of any amendments and pricing adjustments approved and executed by the state of Minnesota.

8. AUTHORIZED RESELLERS
A. Contractor may use State-approved Authorized Resellers under this Participating Addendum for sales and service functions as defined herein. 1) Authorized Resellers must accept purchase orders and accept payment from ordering agencies for products and services offered under this Participating Addendum.
2) Authorized Resellers are responsible for sending a copy of all purchase orders and invoices to the Contractor for compliance with quarterly usage reporting and administrative fee requirements.
3) All purchase documents to Authorized Resellers shall reference the Participating Addendum Number and Contractor Name.

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Participating Addendum 7-23-70-55-03
B. Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, even if work is performed by Authorized Resellers. All State policies, guidelines, and requirements shall apply to Authorized Resellers.

C. Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements.

D. Subject to the approval of the State, Authorized Resellers may be added on a quarterly basis during the term of the Participating Addendum. Contractors shall notify the State in writing of any deleted Authorized Resellers or changes to current Authorized Resellers' information at any time.

E. Contractor will be required to submit Authorized Reseller requests, in a format specified by the State, to the State Contract Administrator for approval.

F. State-approved Authorized Resellers will be posted on the State's Cal eProcure website.

9. SUBCONTRACTORS
A. Nothing contained in this Participating Addendum or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve Contractor of its responsibilities and obligations hereunder. Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Contractor. Contractor's obligation to pay its subcontractors is an independent obligation from the State's obligation to make payments to the Contractor.

B. Contractor shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted except for subcontractors listed on the Bidder Declaration (GSPD-05-105) provided to ordering agencies at the time an order is quoted.

C. As the prime Contractor, Contractor is responsible for reports and fees required by the terms and conditions of the NASPO ValuePoint Master Agreement and Participating Addendum.

D. Any subcontract in excess of $25,000, entered into as a result of this Participating Addendum, shall contain all the provisions stipulated in this Participating Addendum to be applicable to subcontractors.

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Participating Addendum 7-23-70-55-03

10. ORDERING AGENCY RESPONSIBILITIES
A. State agency and local government use of this Participating Addendum is optional.

B. State agencies and local governments must follow the ordering procedures outlined within the User Instructions guide, administered by the State Contract Administrator, to execute orders against this Participating Addendum. User Instructions are posted on the State's Cal eProcure website.

C. All purchase orders executed under this Participating Addendum shall include the Participating Addendum Number 7-23-70-55-03.

11. STATE AGENCY BUY RECYCLED CAMPAIGN (SABRC)
A. State agencies are required to report purchases made within the eleven product categories in the California Department of Resources Recycling and Recovery's State Agency Buy Recycled Campaign (SABRC) per Public Contract Code sections 12200-12217.

B. Contractor will be required to complete and return a Postconsumer Recycled- Content Certification form
(https://calrecycle.ca.gov/buyrecycled/stateagency/vendored/form74guide/) upon request by the state agency.

12. DELIVERY
A. Delivery shall occur within 30 days after receipt of order, or as negotiated between ordering agency and Contractor and included in the purchase order, or as otherwise stipulated in the NASPO ValuePoint Master Agreement.

B. Free On Board (F.O.B.) Destination, freight prepaid by the Contractor, to the ordering agency's receiving point.

13. INVOICING AND PAYMENT
A. Payment will be made in accordance with IT General Provisions Paragraph 30 (Required Payment Date).

B. Invoices shall be sent to the address identified in the ordering agency's purchase order. The Participating Addendum Number and ordering agency purchase order number shall appear on each invoice for all purchases placed under this Participating Addendum.

C. Contractor will accept the State of California credit card (CAL-Card) for payment of invoices.

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Participating Addendum 7-23-70-55-03

14. 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 attached hereto as Attachment A. The report is due even when there is no activity.

B. The State Contract Administrator reserves the right to modify Attachment A and require Contractor to provide additional order information during the course of this Participating Addendum.

C. The report shall be an Excel spreadsheet transmitted electronically to the DGS Cooperatives mailbox ([email protected]).

D. Any be dee ted does note. Co tractor wild be response for sudes information corrected reports within five (5) 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.

F. Reports are due for each quarter as follows:

Reporting Period Due Date
January 1 to March 31 April 30
April 1 to June 30 July 31
July 1 to September 30 October 31
October 1 to December 31 January 31
G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this Participating Addendum.

H. Time extensions may be approved only if all due reports have been submitted to the State.

15. ADMINISTRATIVE FEE
A. Contractor is required to remit to DGS an administrative fee amount equal to

1.25% of the sales for the quarterly reporting period less freight, taxes, returned products and credits. (For example, if the net sales for the reporting quarter totals $100,000.00, the incentive fee due to DGS would be $1,250.00.) B. The administrative fee shall not be included as an adjustment to Contractor's NASPO ValuePoint Master Agreement pricing.

C. The administrative fee shall not be invoiced or charged to the ordering agency.

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Participating Addendum 7-23-70-55-03
D. Payment of the administrative fee is due irrespective of payment status from ordering agencies.

E. Payment may be made in the form of an electronic payment using the LPA Payment Portal website (https://www.dgs.ca.gov/PD/Services/Page- Content/Procurement-Division-Services-List-Folder/Access-LPA-Payment-Portal) or by submitting a check payable to the State of California, Department of General Services.

F. Administrative fee payments made by check must include the Participating Addendum Number on the check and be submitted to the following address:

Department of General Services
Procurement Division
Attn: MAPS Payment Processing
707 Third Street, 2nd Floor
West Sacramento, CA 95605
G. Administrative fee payments are due for each quarter as follows:

Reporting Period Due Date
January 1 to March 31 April 30
April 1 to June 30 July 31
July 1 to September 30 October 31
October 1 to December 31 January 31
H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this Participating Addendum.

16. CONTRACT MANAGEMENT
A. The primary Contractor Contract Manager for this Participating Addendum shall be as follows:

Contractor Contract Manager
Name: Nancy Schwarz
Phone: (480) 636-0267
Fax: n/a
Email [email protected]
Address: Hewlett Packard Enterprise Company
Attn: Nancy Schwarz
1701 East Mossy Oaks Road
Spring, TX 77389

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Participating Addendum 7-23-70-55-03
B. The State Contract Administrator for this Participating Addendum shall be as follows:

State Contract Administrator
Name: Katelynne Leisenring
Phone: (279) 946-8129
Email [email protected]
Address: State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
C. Should the contact information for either party change, the party will provide written notice with updated information no later than ten (10) business days after the change.

17. 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 tacilitate 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.

18. 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.

19. NEWS RELEASES
Unless otherwise exempted, news releases, endorsements, advertising, and social media content pertaining to this Participating Addendum shall not be made without prior written approval from the State.

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Participating Addendum 7-23-70-55-03

20. EXECUTIVE ORDER N-6-22 - RUSSIA SANCTIONS
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Participating Addendum. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least thirty (30) calendar days to provide a written response. Termination shall be at the sole discretion of the State.

21. AGREEMENT
A. This Participating Addendum and the Master 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 Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master 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 Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms.

B. By signing this Participating Addendum, Contractor agrees to offer the same products/services available on the Minnesota NASPO ValuePoint Master Agreement Number 23008, at prices equal to or lower than the prices on that agreement.

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Participating Addendum 7-23-70-55-03
IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.

STATE OF CALIFORNIA CONTRACTOR
Department of General Services Hewlett Packard Enterprise Company Agency Name Contractor Name
Digitally signed by Julie
Julie Matthews
1/11/2024 12/19/2023
Date: 2024.01.11 07:28:38 Debra Laird
Matthews
Authorized Signature Date Signed Authorized Signature Date Signed Julie Matthews, MAU2 Supervisor Debra Laird, Manager, Contract Negotiations Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street 1701 East Mossy Oaks Road
West Sacramento, CA 95605 Spring, TX 77389
Address Address

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PROCUREMENT DIVISION
CALIFORNIA DEPARTMENT OF 707 Third Street, 2nd Floor

DGS GENERAL SERVICES
West Sacramento, CA 95605-2811

COOPERATIVE AGREEMENT

USER INSTRUCTIONS

NON-MANDATORY
*Supplement 7*
*(Incorporates Supplement 1-6)*
Effective Date: *06/26/2025*
Computer Equipment, Peripherals & Related Services
TITLE/DESCRIPTION: (NASPO ValuePoint)
7-23-70-55-01 Dell Marketing L.P.
7-23-70-55-02 Dynabook Americas, Inc.
7-23-70-55-03 Hewlett Packard Enterprise Company
7-23-70-55-04 HP Computing and Printing Inc.
7-23-70-55-05 Lenovo (United States) Inc.
7-23-70-55-06 Lenovo Global Technology (United
States) Inc.

CONTRACT NUMBERS: 7-23-70-55-07 Pure Storage, Inc.
7-23-70-55-08 Transource Services Corp.
7-23-70-55-09 Zebra Technologies International, LLC
7-23-70-55-10 Panasonic Corporation of North America
7-23-70-55-11 New Tech Solutions, Inc.
7-23-70-55-12 Acer America Corporation
7-23-70-55-13 Howard Industries Inc.
7-23-70-55-15 NetApp U.S. Public Sector, Inc.

CONTRACT TERM: Various through Various (Refer to Attachment A) FOR USE BY: State and Local Governmental Agencies (Refer to Section 2) Katelynne Leisenring

STATE CONTRACT
(279) 946-8129
ADMINISTRATOR:
[email protected]
Ordering Agencies are instructed to carefully review these User Instructions in their entirety. For questions, please contact the State Contract Administrator and reference the "Title/Description" and/or Contract Number listed above. Changes to this document will be issued through a User Instructions Supplement.

ORIGINAL ON FILE
Katelynne Leisenring, State Contract Administrator

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COOPERATIVE AGREEMENT USER INSTRUCTIONS
Computer Equipment, Peripherals & Related Services

SUMMARY OF CHANGES
All changes to most recent Supplement are in bold red italic. Additions are enclosed in asterisks; deletions are enclosed in brackets.

Supplement Date
Number Description/Sections
*7* *Supplement 7 incorporates the following changes: *06/26/2025* • Attachment A - Updated contract term end
date to reflect extensions for the following
Cooperative Agreements through
06/30/2026:
7-23-70-55-02 (Dynabook Americas,
Inc.)
7-23-70-55-10 (Panasonic Corporation
of North America)
7-23-70-55-11 (New Tech Solutions,
Inc.)
7-23-70-55-12 (Acer America
Corporation)
Updated contract term end date to reflect
extension for the following Cooperative
Agreement through 06/30/2028:
• 7-23-70-55-09 (Zebra Technologies
International, LLC)*
6 Supplement 6 incorporates the following changes: 06/05/2025 • Attachment A - Updated contract term end date
to reflect extensions for the following
Cooperative Agreements through 06/30/2026:
• 7-23-70-55-05 (Lenovo (United States)
Inc.)
7-23-70-55-06 (Lenovo Global
Technology (United States) Inc.)
7-23-70-55-13 (Howard Industries Inc.)
7-23-70-55-15 (NetApp U.S. Public
Sector, Inc.)
• Attachment A - Updated contract administrator
information for 7-23-70-55-10 (Panasonic
Corporation of North America)
Supplement 7 Page 2 of 29

COOPERATIVE AGREEMENT USER INSTRUCTIONS
Computer Equipment, Peripherals & Related Services
Supplement Description/Sections Date
Number
5 Supplement 5 incorporates the following changes: 05/15/2025 Cover Page, Section 3, and Attachment A -
Updated contract term end date to reflect
extensions for the following Cooperative
Agreements through 06/30/2026:
• 7-23-70-55-01 (Dell Marketing L.P.)
• 7-23-70-55-03 (Hewlett Packard
Enterprise Company)
Updated contract term end date to reflect
extensions for the following Cooperative
Agreements through 06/30/2028:
• 7-23-70-55-04 (HP Computing and
Printing Inc.)
7-23-70-55-07 (Pure Storage, Inc.)
7-23-70-55-08 (Transource Services
Corp.)
Section 6.H- Updated language.
: Saction T.A - Updated language.
4 Supplement 4 incorporates the following changes: 10/25/2024 Cover Page and Attachment A - Added one new
cooperative agreement:
7-23-70-55-15 (NetApp U.S. Public Sector,
Inc.)
• Section 6.H Generative Artificial Intelligence
(GenAl) Reporting (State Agencies Only) - Added
new section.
3 Supplement 3 incorporates the following change: 03/27/2024 • Cover Page and Attachment A - Added one new
cooperative agreement:
• 7-23-70-55-13 (Howard Industries Inc.)
2 Supplement 2 incorporates the following changes: 02/15/2024 • Cover Page and Attachment A - Added two new
cooperative agreements:
7-23-70-55-05 (Lenovo (United States) Inc.)
7-23-70-55-06 (Lenovo Global Technology
(United States) Inc.)
Supplement 7 Page 3 of 29

COOPERATIVE AGREEMENT USER INSTRUCTIONS
Computer Equipment, Peripherals & Related Services
Supplement Description/Sections Date
Number
1 Supplement 1 incorporates the following change: 02/12/2024 • Cover Page and Attachment A - Added new
cooperative agreement:
• 7-23-70-55-12 (Acer America Corporation)
N/A Original User Instructions posted. 01/26/2024
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COOPERATIVE AGREEMENT USER INSTRUCTIONS
Computer Equipment, Peripherals & Related Services
Table of Contents
SUMMARY OF CHANGES ..2
USER INSTRUCTIONS ...6

1. SCOPE AND OVERVIEW ..6

2. CONTRACT AVAILABILITY ...6
A. State Agencies.. .6
B. Local Governmental Agencies. 6

3. CONTRACT TERM ...7

4. CONTRACT ADMINISTRATOR ...7

5. CONTRACT INFORMATION ...7
A. Lead State Agreement (NASPO ValuePoint Base Contract)...... ...7 B. California Cooperative Agreements (Participating Addendum Documents) ...8 C. Available Products and Services ..8
D. Restrictions/Disallowed Products and Services .8
E. Contractor Pricing ...9
F. Small Business/Disabled Veteran Business Enterprise Participation 9 G. Recycled Content .10
H. DGS Administrative Fee 10

6. CONTRACT USAGE/RULES .10
A. Adherence to Applicable Laws (State Agencies Only) 10 B. Purchasing Authority (State Agencies Only) .10
C. Order Limits/Dollar Thresholds (State Agencies Only) 10 D. California Seller's Permit (State Agencies Only) .11 E. Darfur Contracting Act Certification (State Agencies Only) 11 F. Civil Rights Certification (orders ≥ $100,000) (State Agencies Only). 11 G. Iran Contracting Act Certification (orders over $1 million) (State Agencies Only) .11
H. Generative Artificial Intelligence (GenAI) (State Agencies Only) 11

7. ORDERING PROCEDURES 12
A. Contractor Selection Process .12
B. Authorized Resellers. 13
C. Purchase Order Form and Execution 13

8. INVOICING AND PAYMENT 14
A. Payment Terms 14
B. Payee Data Record 14
C. CAL-Card. 14
D. Golden State Financial Marketplace (GS $Mart) 14

9. CERTIFICATION OF PAYMENT OPTIONS - MILITARY & VETERANS CODE §§999.5 and 999.7(a) (SB588) .. 14

10. PROBLEM RESOLUTION/CONTRACTOR PERFORMANCE 15
ATTACHMENT A - Contractor Information ..16
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USER INSTRUCTIONS

1. SCOPE AND OVERVIEW
A. The Department of General Services, Procurement Division (DGS-PD) has established a California Participating Addendum (hereafter referred to as "California Cooperative Agreement" or "Cooperative Agreement") with individual Contractors (as noted on page 1) for use of the NASPO ValuePoint Computer Equipment, Peripherals & Related Services (2023-2028) Master Agreements executed by the State of Minnesota.

B. These Cooperative Agreements provide state and local governmental agencies the opportunity to acquire products and services in accordance with the instructions provided herein and the terms and conditions outlined in the individual Cooperative Agreements. Attachment A identifies specific Cooperative Agreement information by Contractor.

C. Note: Unless otherwise specified within this document, the term "Ordering Agencies" will refer to all state agencies and local governmental agencies eligible to utilize these agreements. Ordering and usage instructions exclusive to state or local governmental agencies shall be identified within each section.

2. CONTRACT AVAILABILITY
A. State Agencies
1) Use of these agreements is non-mandatory for California state agencies. 2) Refer to Section 5.D (Restricted/Disallowed Products and Services) for more information.

B. Local Governmental Agencies
1) Use of these agreements is optional for local governmental agencies. 2) Local governmental is defined as any city, county, city and county, district, or other local governmental body, school district or corporation empowered to expend public funds.
these agreements is consistent with its procurement policies and regulations.

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3. CONTRACT TERM
A. The term for these California Cooperative Agreements is from the date of the State's approval through June 30, 2028, or upon termination by the State, whichever occurs first. Refer to Attachment A for current individual agreement term dates.

B. Order placement and execution shall be on or before the expiration of the California Cooperative Agreement. However, delivery of products or completion of services may be up to 120 days after the California Cooperative Agreement expiration date.

C. Lead State NASPO ValuePoint Master Agreements may be extended beyond the original contract period upon mutual agreement between the lead state and the Contractor. Lead State amendments to extend the NASPO ValuePoint Master Agreement term date are not automatically incorporated into these California Cooperative Agreements. Extension(s) to the term of the California Cooperative Agreements will be through a written amendment upon mutual agreement between DGS-PD and the Contractor.

4. CONTRACT ADMINISTRATOR
A. DGS-PD and the Contractors) have assigned contract administrators as single points of contact for problem resolution and related contract issues.

B. The State Contract Administrator for these agreements is:

Administrator
State Contract Administrator
Information
Name: Katelynne Leisenring
Telephone: (279) 946-8129
Email: [email protected]
Address: DGS, Procurement Division
Attn: Katelynne Leisenring
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
C. Contractor Contract Administrator contact information is outlined in Attachment A.

5. CONTRACT INFORMATION
A. Lead State Agreement (NASPO ValuePoint Base Contract) California Cooperative Agreements are based on some or all of the products, services, and prices from the NASPO ValuePoint Computer Equipment, Peripherals & Related Services (2023-2028) Master Agreements issued by the State of Minnesota. Copies of the Minnesota NASPO ValuePoint agreements are available on the NASPO ValuePoint Computer Equipment, Peripherals & Related Services (2023-2028) website.

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COOPERATIVE AGREEMENT USER INSTRUCTIONS
Computer Equipment, Peripherals & Related Services
B. California Cooperative Agreements (Participating Addendum Documents) California Cooperative Agreements and related documents are posted in Cal eProcure. Direct links to each agreement in Cal eProcure are found in Attachment A.

C. Available Products and Services
The following product and service categories are listed in the Minnesota NASPO ValuePoint Master Agreements:
• Band 1, Personal Computing Devices - Windows Operating Systems:

Desktops, Laptops, Tablets
• Band 2, Personal Computing Devices - Non-Windows Operating Systems: Desktops, Laptops, Tablets
• Band 3, Servers and Storage
Attachment A identifies awarded bands for each Contractor. Refer to restrictions noted in Section 5.D below.

D. Restrictions/Disallowed Products and Services
1) Configuration limits: The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000)

ITEM CONFIGURATION
Band 1 $15,000
Band 2 $15,000
Band 3 $1,000,000
Peripherals $10,000
Services Addressed in the customer specific Purchase Orders 2) Services must be related to the procurement of equipment. 3) The following restrictions apply to state agency purchases under these Cooperative Agreements:
i. Product and service categories that are available on mandatory California statewide contracts cannot be purchased from these Cooperative Agreements by state agencies without an exemption.

State agencies are responsible for obtaining a mandatory statewide contract exemption from DGS prior to issuing a purchase order.

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Computer Equipment, Peripherals & Related Services
ii. Service-only purchases are disallowed. (Exception: Equipment maintenance service purchases are allowed).
ili. Services that fall within the definition of "public works" as defined in Public Contract Code section 1101 and Labor Code section 1720 are disallowed under these Cooperative Agreements and must be procured by alternate means. This restriction is not applicable to local governments.
iv. Leasing/rental is not allowed.
v. Professional services are not allowed.
vi. Cloud solutions are disallowed (unless otherwise noted in Attachment A).

E. Contractor Pricing
Pricing is based on a discount off manufacturer's retail price (MSRP). A complete listing of all products and services offered is available in the contractor's Product and Service Schedule (PSS), which is available on their web site dedicated to the awarded Master Agreement. Contractors may offer greater discounts and/or lower prices than those published in their PSS. Links to the NASPO web sites for each Cooperative Agreement are identified in Attachment A F. Small Business/Disabled Veteran Business Enterprise Participation 1) State agencies are able to claim credit towards their Small Business (SB) or Disabled Veteran Business Enterprise (DVBE) goals whenever a commercially useful function is performed by a certified SB or DVBE. 2) Any California SB and/or DVBE certifications for the Prime Contractor are shown in Attachment A. Any California SB and/or DVBE certifications provided for the Authorized Resellers are shown in the applicable Authorized Reseller List.
3) State agencies must verify certifications on Cal Procure (https://caleprocure.ca.gov/pages/PublicSearch/supplier-search.aspx). 4) When utilizing a SB or DVBE, state agencies must review the activities to be performed to assure that the firm performs a "commercially useful function" as defined by Title 2 CCR section 1896.71 (b).
5) If issuing an order to a DVBE firm, state agencies must obtain a Disabled Veteran Business Enterprise Declaration (STD. 843).

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G. Recycled Content
1) State agencies are required to report purchases made within the eleven product categories in the California Department of Resources Recycling and Recovery (CalRecycle) State Agency Buy Recycled Campaign (SABRC) per Public Contract Code sections 12200-12217.
2) Contractor will provide a Postconsumer Recycled-Content Certification form upon request by the state agency.

H. DGS Administrative Fee
Ordering Agencies will not be charged the DGS Administrative fee nor will they be invoiced by the Contractors) for use of these Cooperative Agreements.

6. CONTRACT USAGE/RULES
A. Adherence to Applicable Laws (State Agencies Only)
State agencies must adhere to all applicable state laws, regulations, policies, best practices, and purchase authority requirements (e.g., California Codes, Code of Regulations, State Administrative Manual, Management Memos, and State Contracting Manual).

B. Purchasing Authority (State Agencies Only)
The leveraged procurement agreement acquisition method and type for these Cooperative Agreements are:

Acquisition Method Acquisition Type
Cooperative Agreements (requiring IT Goods
further competition within the category IT Services
Prior to executing orders, state agencies must have been granted purchasing authority by DGS-PD for the use of the acquisition method and type listed above.

For more information, contact the DGS-PD Purchasing Authority Management Section at [email protected].

C. Order Limits/Dollar Thresholds (State Agencies Only) Order limits for the purchase of goods and/or services is determined by the individual agency purchasing authority threshold. No order may be executed by a state agency that exceeds that agency's purchasing authority threshold. State agencies with approved purchasing authority, along with their dollar thresholds can be obtained at the List of State Departments with Approved Purchasing Authority website.

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D. California Seller's Permit (State Agencies Only)
California Seller's Permit information for each Contractor is identified in Attachment A. Prior to placing orders under these Cooperative Agreements, state agencies should verify that permits are currently valid on California Department of Tax and Fee Administration (CDTFA) website. State agencies must adhere to the file documentation required in the State Contracting Manual Volume, as applicable.

When issuing an order to an Authorized Reseller per Section 7.B, it is the state agency's responsibility to ensure that the reseller holds a valid California Seller's Permit.

E. Darfur Contracting Act Certification (State Agencies Only) Contractors have a signed Darfur Contracting Act Certification on file with DGS-PD.

When issuing an order to an Authorized Reseller per Section 7.B, it is the state agency's responsibility to ensure that the reseller provides a Darfur Contracting Act Certification.

F. Civil Rights Certification (orders ≥ $100,000) (State Agencies Only) Contractors have a signed California Civil Rights Laws Attachment on file with DGS- PD
When issuing an order to an Authorized Reseller per Section 7.B, it is the state agency's responsibility to ensure that the reseller provides a California Civil Rights Laws Attachment.

G. Iran Contracting Act Certification (orders over $1 million) (State Agencies Only)
Contractors have a signed Iran Contracting Act Certification on file with the DGS- PD. When issuing an order to an Authorized Reseller, it is the state agency's responsibility to ensure that the reseller provides an Iran Contracting Act Certification.

Prior to award, the state agency must check the "Entities Prohibited from Contracting with Public Entities in California per the Iranian Contracting Act, 2010 List" posted by DGS to confirm firm is not listed as an ineligible business.

H. Generative Artificial Intelligence (GenAI) (State Agencies Only) State agencies must follow the required GenAl purchase procedures outlined in the State Contracting Manual (SCM) and the California Department of Technology GenAl policies.

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7. ORDERING PROCEDURES
A. Contractor Selection Process
1) State Agencies
State agencies electing to use these Cooperative Agreements must select a Contractor using the Best Value Request for Offer (RFO) process outlined below:
a) Develop RFO - Ordering Agency will develop a RFO which includes the following information, at a minimum:
• All relevant Ordering Agency contact information necessary for the Contractor to respond to the RFO
• A detailed list of product/services requested
• Bidder Declaration (GSPD 05-105)
• GenAl Required Solicitation Language (outlined in SCM Volume 2 Chapter 23)
b) Solicit Offers - Ordering Agency shall solicit offers from a minimum of three (3) Contractors.
• If multiple Contractors are solicited and less than three (3) offers are received, the Ordering Agency must document their file with the reasons why the other Contractors solicited did not respond with an offer.
• Orders valued less than $10,000 may be executed without obtaining multiple offers if fair and reasonable pricing has been established and documented within the procurement file.
c) Determine Best Value - Ordering Agency will review all responsive offers and select a Contractor based on best value, with cost as one of the criteria.
d) Document Results - Ordering Agency must document the results of the best value RFO process within the procurement file including, but not limited to, Contractors that were contacted, recap of their offers, how the selection was made and criteria for determining "best value". Ordering Agencies have the option to use the Best Value Determination Worksheet (available in the State Contracting Manual) or the agency's own form to document the results.
e) Issue Purchase Order - Ordering Agency will issue purchase order document to the selected Contractor in accordance with Section 7.C (Purchase Order Form and Execution).

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2) Local Governmental Agencies
Local governmental agencies may use the contractor selection process described in Section 7.A. 1 above or other process in accordance with their procurement policies and regulations.

B. Authorized Resellers
1) State-approved Authorized Resellers accept purchase orders and payment from Ordering Agencies for products and associated services offered under the specific Contractor's California Cooperative Agreement. 2) Ordering Agencies may only use State-approved Authorized Resellers for soliciting offers and order execution when:
a) Attachment A indicates if Authorized Resellers are available for use under the specific California Cooperative Agreement; and
b) The firm is identified on the most current Approved Authorized Reseller listing posted on the State's Cal Procure website.
3) When soliciting offers from Authorized Resellers, state agencies must retain a copy of the Approved Authorized Reseller listing in the procurement file. 4) All orders to Authorized Resellers must contain the California Cooperative Agreement number and the Prime Contractor's name as instructed in Attachment A.

C. Purchase Order Form and Execution
All Ordering Agency purchase order documents executed under these Cooperative Agreements must contain the applicable California Cooperative Agreement number as shown in Attachment A.
1) State Agencies
a) STD 65 Purchase Documents - State Agencies not transacting in FI$Cal must use the Purchasing Authority Purchase Order (STD 65) for purchase execution. An electronic version of the STD 65 is available at the DGS-PD website (https://www.dgs.ca.gov/PD/Forms).
b) FISCal Purchase Documents - State agencies transacting in FI$Cal will follow FISCal procurement and contracting procedures.
2) Local Governmental Agencies
Local governmental agencies may use their own purchase order document in lieu of the State's purchase order form.

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COOPERATIVE AGREEMENT USER INSTRUCTIONS
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8. INVOICING AND PAYMENT
A. Payment Terms
Payment terms for these Cooperative Agreements are net forty-five (45) days.

Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927, et seq. Unless expressly exempted by statute, the Act requires State agencies to pay properly submitted, undisputed invoices not more than forty-five (45) days after the date of acceptance of goods, performance of services, or receipt of an undisputed invoice, whichever is later.

B. Payee Data Record
State agencies not transacting in FI$Cal, must obtain a copy of the Payee Data Record (STD 204) to process payments. State agencies should forward a copy of the STD 204 to their accounting office(s). Without the STD 204, payment may be unnecessarily delayed.

C. CAL-Card
Ordering Agencies may use the CAL-Card for the payment of invoices if accepted by the Contractor. Use of the CAL-Card requires the execution of a purchase order document as referenced in Section 7.C (Purchase Order Form) and must include all required documentation applicable to the purchase.

CAL-Card is a payment mechanism, not a procurement approach and, therefore, does not relieve state agencies from adhering to all procurement laws, regulations, policies, procedures, and best practices, including those discussed in the State Contracting Manual. This includes but is not limited to the application of all sales and use tax laws, rules, and policies as applicable to the purchase.

D. Golden State Financial Marketplace (GS $Mart)
Ordering Agencies may utilize financing available through DGS-PD GS $Mart program. Program information is available on the DGS-PD State Financial Marketplace website (https://www.dgs.ca.gov/PD/About/Page-Content/PD- Branch-Intro-Accordion-List/Acquisitions/State-Financial-Marketplace).

9. CERTIFICATION OF PAYMENT OPTIONS - MILITARY & VETERANS CODE §§999.5 and 999.7(a) (SB588)
In accordance with the State Contracting Manual, Volume 2, Section 1203.1, State agencies shall require the Contractor to submit a complete and accurate Prime Contractor's Certification - DVBE Subcontracting Report (STD 817) upon acceptance of ordered goods or services for which the Contractor committed to DVBE subcontractor participation.

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Upon delivery or completion of ordered goods or services, State agencies shall do the following:
• Provide proper withhold notification to prime contractors. • Withhold $10,000 or the full amount of the final invoice if less than $10,000 pending receipt of the complete and accurate STD 817.
• Review the STD 817. If it is determined to be complete and accurate, authorize payment of the withhold.
• If the STD 817 is late or incomplete, department must send the prime contractor a cure notice allowing at least 15 days, but not more than 30 days, to meet the Certification of Payments to DVBE Subcontractors requirements. • If the prime contractor does not comply by the identified deadline, permanently deduct the withhold.
• Retain all records for a minimum of six years.

10. PROBLEM RESOLUTION/CONTRACTOR PERFORMANCE
Ordering Agencies should first attempt to resolve complaints, issues, or disputes informally with the Contractor. If the issue or dispute cannot be resolved by the Ordering Agency, the issue may be elevated to the DGS-PD State Contract Administrator.

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ATTACHMENT A - Contractor Information
Item Agreement Detail
Cooperative Agreement 7-23-70-55-01
Contractor Name Dell Marketing L.P.

Term 02/01/2024 through 06/30/2026
Link to Cal eProcure Cal eProcure 7-23-70-55-01 webpage Lead State Agreement 23026
Product/Service Band 1: Personal Computing Devices - Windows Operating Categories Systems: Desktops, Laptops, Tablets
Band 2: Personal Computing Devices - Non-Windows
Operating Systems: Desktops, Laptops, Tablets
Band 3: Servers and Storage
Cloud Services Available Local Agencies Only
Link to NASPO Contractor's NASPO webpage
Seller's Permit Number 030704896 (Refer to Section 6.D) CAL-Card Accepted No (Refer to Section 8.C)
SB/DVBE Certification None
Contract Administrator Ashley Salinas
Contact Information Phone: (512) 542-1237
Email: [email protected]
Ordering Address Refer to Dell's Authorized Resellers List Ordering Email Refer to Dell's Authorized Resellers List Ordering Contact Refer to Dell's Authorized Resellers List Authorized Resellers Refer to Cal eProcure 7-23-70-55-01 webpage for current (Refer to Section 7.B) Approved Authorized Reseller list, if available.

FI$Cal Agencies: Use "FI$Cal Contract ID" assigned to
Authorized Reseller when entering transactions in FI$Cal.

Non-FI$Cal Agencies: All purchase orders to Authorized
Resellers must contain the California Cooperative Agreement Number and must be addressed as follows:
(Prime Contractor Name) c/o <Authorized Reseller Name>
<Reseller Address >
Supplement 7 Page 16 of 29

Term 02/01/2024 through *06/30/2026* [06/30/2025]
Link to Cal eProcure Cal eProcure 7-23-70-55-02 webpage Lead State Agreement 23006
Product/Service Band 1: Personal Computing Devices - Windows Operating Categories Systems: Desktops, Laptops, Tablets
Cloud Services Available Yes
Link to NASPO Contractor's NASPO webpage
Seller's Permit Number 206772224 (Refer to Section 6.D) CAL-Card Accepted No (Refer to Section 8.C)
SB/DVBE Certification None
Contract Administrator Lisa Allen
Contact Information Phone: (704) 277-6550
Email: [email protected]
Ordering Address Dynabook Americas, Inc.

Attn: Bonnie Yeh
5241 California Avenue, Suite 100
Irvine, CA 92617
Ordering Email [email protected]
Ordering Contact Bonnie Yeh, Phone: (949) 587-6256
Authorized Resellers Refer to Cal eProcure 7-23-70-55-02 webpage for current (Refer to Section 7.B) Approved Authorized Reseller list, if available.

FISCal Agencies: Use "FI$Cal Contract ID" assigned to
Authorized Reseller when entering transactions in FI$Cal.

COOPERATIVE AGREEMENT USER INSTRUCTIONS
Computer Equipment, Peripherals & Related Services
Attachment A, continued
Item Agreement Detail
Cooperative Agreement 7-23-70-55-03
Contractor Name Hewlett Packard Enterprise Company
Term 02/01/2024 through 06/30/2026
Link to Cal eProcure Cal eProcure 7-23-70-55-03 webpage Lead State Agreement 23008
Product/Service Band 3: Servers and Storage
Categories
Cloud Services Available Yes
Link to NASPO Contractor's NASPO webpage
Seller's Permit Number 102738254 (Refer to Section 6.D) CAL-Card Accepted Yes (Refer to Section 8.C)
SB/DVBE Certification None
Contract Administrator Nancy Schwarz
Contact Information Phone: (480) 636-0267
Email: [email protected]
Ordering Address Hewlett Packard Enterprise Company
Attn: Monica Corona
1701 East Mossy Oaks Road
Spring, TX 77389
Ordering Email [email protected]
Ordering Contact Monica Corona, Phone: (331) 492-0704, ext. 52 Authorized Resellers Refer to Cal eProcure 7-23-70-55-03 webpage for current (Refer to Section 7.B) Approved Authorized Reseller list, if available.

FI$Cal Agencies: Use "FISCal Contract ID" assigned to
Authorized Reseller when entering transactions in FI$Cal.

Term 02/01/2024 through 06/30/2028
Link to Cal eProcure Cal eProcure 7-23-70-55-04 webpage Lead State Agreement 23011
Product/Service Band 1: Personal Computing Devices - Windows Operating Categories Systems: Desktops, Laptops, Tablets
Band 2: Personal Computing Devices - Non-Windows
Operating Systems: Desktops, Laptops, Tablets
Cloud Services Available Yes
Link to NASPO Contractor's NASPO webpage
Seller's Permit Number 098039144 (Refer to Section 6.D) CAL-Card Accepted Yes (Refer to Section 8.C)
SB/DVBE Certification None
Contract Administrator Debra Lee
Contact Information Phone: (847) 537-0344
Email: [email protected]
Ordering Address HP Computing and Printing Inc.

Attn: Public Sector
3800 Quick Hill Road, Bldg 2, Suite 100
Austin, TX 78728
Ordering Email [email protected]
Ordering Contact Debra Lee, Phone: (847) 537-0344
Authorized Resellers Refer to Cal eProcure 7-23-70-55-04 webpage for current (Refer to Section 7.B) Approved Authorized Reseller list, if available.

FI$Cal Agencies: Use "FI$Cal Contract ID" assigned to
Authorized Reseller when entering transactions in FI$Cal.

Term 02/15/2024 through 06/30/2026
Link to Cal eProcure Cal eProcure 7-23-70-55-05 webpage Lead State Agreement 23013
Product/Service Band 1: Personal Computing Devices - Windows Operating Categories Systems: Desktops, Laptops, Tablets
Band 2: Personal Computing Devices - Non-Windows
Operating Systems: Desktops, Laptops, Tablets
Cloud Services Available Yes
Link to NASPO Contractor's NASPO webpage
Seller's Permit Number 102878277 (Refer to Section 6.D) CAL-Card Accepted Yes (Refer to Section 8.C)
SB/DVBE Certification None
Contract Administrator Melissa Freeman
Contact Information Phone: (919) 294-0609
Email: [email protected]
Ordering Address Lenovo (United States) Inc.
8001 Development Drive
Morrisville, NC 27560
Ordering Email [email protected]
Ordering Contact (919) 874-3377
Authorized Resellers Refer to Cal eProcure 7-23-70-55-05 webpage for current (Refer to Section 7.B) Approved Authorized Reseller list, if available.

FI$Cal Agencies: Use "FI$Cal Contract ID" assigned to
Authorized Reseller when entering transactions in FI$Cal.

Term 02/15/2024 through 06/30/2026
Link to Cal eProcure Cal eProcure 7-23-70-55-06 webpage Lead State Agreement 23014
Product/Service Band 3: Servers and Storage
Categories
Cloud Services Available Yes
Link to NASPO Contractor's NASPO webpage
Seller's Permit Number 103017123 (Refer to Section 6.D) CAL-Card Accepted Yes (Refer to Section 8.C)
SB/DVBE Certification None
Contract Administrator Melissa Freeman
Contact Information Phone: (919) 294-0609
Email: [email protected]
Ordering Address Lenovo Global Technology (United States) Inc. 8001 Development Drive
Morrisville, NC 27560
Ordering Email [email protected]
Ordering Contact (919) 280-7621
Authorized Resellers Refer to Cal eProcure 7-23-70-55-06 webpage for current (Refer to Section 7.B) Approved Authorized Reseller list, if available.

FI$Cal Agencies: Use "FI$Cal Contract ID" assigned to
Authorized Reseller when entering transactions in FI$Cal.

Term 02/01/2024 through 06/30/2028
Link to Cal eProcure Cal eProcure 7-23-70-55-07 webpage Lead State Agreement 23020
Product/Service Band 3: Servers and Storage
Categories
Cloud Services Available Yes
Link to NASPO Contractor's NASPO webpage
Seller's Permit Number 101608838 (Refer to Section 6.D) CAL-Card Accepted Yes (Refer to Section 8.C)
SB/DVBE Certification None
Contract Administrator Kim Bradbury
Contact Information Phone: (301) 717-9968
Email: [email protected]
Ordering Address Refer to Pure Storage, Inc.'s Authorized Resellers List Ordering Email Refer to Pure Storage, Inc.'s Authorized Resellers List Ordering Contact Refer to Pure Storage, Inc.'s Authorized Resellers List Authorized Resellers Refer to Cal eProcure 7-23-70-55-07 webpage for current (Refer to Section 7.B) Approved Authorized Reseller list, if available.

FI$Cal Agencies: Use "FI$Cal Contract ID" assigned to
Authorized Reseller when entering transactions in FI$Cal.

Term 02/01/2024 through 06/30/2028
Link to Cal Procure Cal eProcure 7-23-70-55-08 webpage
Lead State Agreement 23022
Product/Service Band 1: Personal Computing Devices - Windows Operating Categories Systems: Desktops, Laptops, Tablets
Band 3: Servers and Storage
Cloud Services Available Yes
Link to NASPO Contractor's NASPO webpage
Seller's Permit Number 101624153 (Refer to Section 6.D) CAL-Card Accepted Yes (Refer to Section 8.C)
SB/DVBE Certification None
Contract Administrator Curtis Wescott
Contact Information Phone: (623) 215-4407
Email: [email protected]
Ordering Address Transource Services Corp.
2405 W. Utopia Road
Phoenix, AZ 85027
Ordering Email [email protected]
Ordering Contact Curtis Wescott, Phone: (623) 215-4407
Authorized Resellers N/A
(Refer to Section 7.B)
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Attachment A, continued
Item Agreement Detail
Cooperative Agreement 7-23-70-55-09
Contractor Name Zebra Technologies International, LLC
Term 02/01/2024 through *06/30/2028* [06/30/2025]
Link to Cal eProcure Cal eProcure 7-23-70-55-09 webpage Lead State Agreement 23023
Product/Service Band 1: Personal Computing Devices - Windows Operating Categories Systems: Desktops, Laptops, Tablets
Cloud Services Available Yes
Link to NASPO Contractor's NASPO webpage
Seller's Permit Number 100287088 (Refer to Section 6.D) CAL-Card Accepted No (Refer to Section 8.C)
SB/DVBE Certification None
Contract Administrator Hemang Patel
Contact Information Phone: (847) 544-9238
Email: [email protected]
Ordering Address Refer to Zebra Technologies' Authorized Resellers List Ordering Email Refer to Zebra Technologies' Authorized Resellers List Ordering Contact Refer to Zebra Technologies' Authorized Resellers List Authorized Resellers Refer to Cal eProcure 7-23-70-55-09 webpage for current (Refer to Section 7.B) Approved Authorized Reseller list, if available.

FI$Cal Agencies: Use "FI$Cal Contract ID" assigned to
Authorized Reseller when entering transactions in FI$Cal.

COOPERATIVE AGREEMENT USER INSTRUCTIONS
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Attachment A, continued
Item Agreement Detail
Cooperative Agreement 7-23-70-55-10
Contractor Name Panasonic Corporation of North America
Term 02/01/2024 through *06/30/2026* [06/30/2025]
Link to Cal eProcure Cal eProcure 7-23-70-55-10 webpage Lead State Agreement 23019
Product/Service Band 1: Personal Computing Devices - Windows Operating Categories Systems: Desktops, Laptops, Tablets
Band 2: Personal Computing Devices - Non-Windows
Operating Systems: Desktops, Laptops, Tablets
Cloud Services Available Local Agencies Only
Link to NASPO Contractor's NASPO webpage
Seller's Permit Number 030630177 (Refer to Section 6.D) CAL-Card Accepted Yes (Refer to Section 8.C)
SB/DVBE Certification None
Contract Administrator Amanda Beauchamp
Contact Information Phone: (864) 316-5986
Email: [email protected]
Ordering Address Refer to Panasonic's Authorized Resellers List Ordering Email Refer to Panasonic's Authorized Resellers List Ordering Contact Refer to Panasonic's Authorized Resellers List Authorized Resellers Refer to Cal eProcure 7-23-70-55-10 webpage for current (Refer to Section 7.B) Approved Authorized Reseller list, if available.

FI$Cal Agencies: Use "FISCal Contract ID" assigned to
Authorized Reseller when entering transactions in FI$Cal.

Non-FI$Cal Agencies: All purchase orders to Authorized
Resellers must contain the California Cooperative Agreement Number and must be addressed as follows:
(Prime Contractor Name) c/o < Authorized Reseller Name> <Reseller Address>
Supplement 7 Page 25 of 29

Term 02/01/2024 through *06/30/2026* [06/30/2025]
Link to Cal eProcure Cal eProcure 7-23-70-55-11 webpage Lead State Agreement 23017
Product/Service Band 3: Servers and Storage
Categories
Cloud Services Available Yes
Link to NASPO Contractor's NASPO webpage
Seller's Permit Number 097199316 (Refer to Section 6.D) CAL-Card Accepted Yes (Refer to Section 8.C)
SB/DVBE Certification None
Contract Administrator Rajesh Patel
Contact Information Phone: (510) 353-4070, ext. 307
Email: [email protected]
Ordering Address New Tech Solutions, Inc.

Attn: Rajesh Patel
4179 Business Center Drive
Fremont, CA 94538
Ordering Email [email protected]
Ordering Contact Rajesh Patel, Phone: (510) 353-4070, ext. 307 Authorized Resellers N/A
(Refer to Section 7.B)
Supplement 7 Page 26 of 29

COOPERATIVE AGREEMENT USER INSTRUCTIONS
Computer Equipment, Peripherals & Related Services
Attachment A, continued
Item Agreement Detail
Cooperative Agreement 7-23-70-55-12
Contractor Name Acer America Corporation
Term 02/09/2024 through *06/30/2026* [06/30/2025]
Link to Cal eProcure Cal eProcure 7-23-70-55-12 webpage Lead State Agreement 23002
Product/Service Band 1: Personal Computing Devices - Windows Operating Categories Systems: Desktops, Laptops, Tablets
Band 2: Personal Computing Devices - Non-Windows
Operating Systems: Desktops, Laptops, Tablets
Cloud Services Available Yes
Link to NASPO Contractor's NASPO webpage
Seller's Permit Number 026765210 (Refer to Section 6.D) CAL-Card Accepted Yes (Refer to Section 8.C)
SB/DVBE Certification None
Contract Administrator Jennifer Wadland
Contact Information Phone: (781) 789-8029
Email: Jennifer. [email protected]
Ordering Address Acer America Corporation
1730 North First Street, #400
San Jose, CA 95112
Ordering Email Luan. [email protected]
Ordering Contact (800) 848-2237 Option 4
Authorized Resellers Refer to Cal eProcure 7-23-70-55-12 webpage for current (Refer to Section 7.B) Approved Authorized Reseller list, if available.

FI$Cal Agencies: Use "FI$Cal Contract ID" assigned to
Authorized Reseller when entering transactions in FI$Cal.

Term 03/26/2024 through 06/30/2026
Link to Cal eProcure Cal eProcure 7-23-70-55-13 webpage Lead State Agreement 23010
Product/Service Band 1: Personal Computing Devices - Windows Operating Categories Systems: Desktops, Laptops, Tablets
Cloud Services Available Yes
Link to NASPO Contractor's NASPO webpage
Seller's Permit Number 102423643 (Refer to Section 6.D) CAL-Card Accepted Yes (Refer to Section 8.C)
SB/DVBE Certification None
Contract Administrator Brandey Boyd
Contact Information Phone: (601) 399-5831
Email: [email protected]
Ordering Address Howard Industries Inc.
36 Howard Drive
Ellisville, MS 39437
Ordering Email [email protected]
Ordering Contact Order Entry, Phone: (601) 425-3181
Authorized Resellers N/A
(Refer to Section 7.B)
Supplement 7 Page 28 of 29

Term 08/15/2024 through 06/30/2026
Link to Cal eProcure Cal eProcure 7-23-70-55-15 webpage Lead State Agreement 23025
Product/Service Band 3: Servers and Storage
Categories
Cloud Services Available Local Agencies Only
Link to NASPO Contractor's NASPO webpage
Seller's Permit Number 219011872 (Refer to Section 6.D) CAL-Card Accepted Yes (Refer to Section 8.C)
SB/DVBE Certification None
Contract Administrator Harry Franks
Contact Information Phone: (703) 918-7317
Email: [email protected]
Ordering Address NetApp U.S. Public Sector, Inc.
7301 Kit Creek Road
Research Triangle Park, NC 27709
Ordering Email [email protected]
Ordering Contact (919) 476-5600
Authorized Resellers Refer to Cal eProcure 7-23-70-55-15 webpage for current (Refer to Section 7.B) Approved Authorized Reseller list, if available.

FISCal Agencies: Use "FI$Cal Contract ID" assigned to
Authorized Reseller when entering transactions in FI$Cal.

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
Contents
Section 1: DEFINITIONS 2
Section 2: CONTRACT FORMATION 4
Section 3: ORDER OF PRECEDENCE 5
Section 4: LICENSE GRANTS.. 6
Section 5: SERVICES.. 8
Section 6: INSPECTION, ACCEPTANCE & REJECTION.. 8
Section 7: PACKING, SHIPPING, TRANSPORTATION & DELIVERY 10 Section 8: WARRANTIES & REPRESENTATION.... ..11
Section 9: RIGHTS IN WORK PRODUCT & GOVERNMENT PURPOSE RIGHTS 13 Section 10: CONFIDENTIALITY; DATA RIGHTS 14
Section 11: INDEMNIFICATION... 16
Section 12: LIMITATION OF LIABILITY .. 18
Section 13: STATUTORY & REGULATORY REQUIREMENTS; CONTRACTOR CERTIFICATION.. .. 19
Section 14: CONTRACTOR RESPONSIBILITIES.. 24
Section 15: INVOICES; PAYMENTS; TAXES & AUDITS 25
Section 16: TERMINATION 26
Section 17: DISPUTE RESOLUTION.. 29
Section 18: STOP WORK 30
Section 19: SMALL BUSINESS (SB) PARTICIPATION & DISABLED VETERAN BUSINESS ENTERPRISE (DVBE) PARTICIPATION REPORTING REQUIREMENTS. 30 Section 20: GENERAL TERMS ..32
Section 21: DATA PROTECTION PROVISIONS. 33
Section 22: GENERATIVE ARTIFICIAL INTELLIGENCE…....... 41

Page 1 of 44 ends

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
Section 1: DEFINITIONS

1.1 DEFINITIONS: Unless otherwise specified in the Statement of Work, the following terms shall be given the meaning shown unless the context requires otherwise. Capitalized terms used in this Contract and not defined in the text of Contract have the meaning below

1.1.1 Buyer: The State's or Eligible Public Entity's authorized Contracting official.

1.1.2 Contract: these Information Technology General Provisions - Non-Cloud Goods & Services (GSPD - ITGP (Non-Cloud)) and the other documents set forth in Section 3 (Order of Precedence) that collectively make up this Contract.

1.1.3 Contractor: individual(s) or business entity with whom the State enters this Contract.

1.1.4 Data Breach: any access, destruction, loss, theft, use, modification, or disclosure of State Data by an unauthorized party or that is in violation of Contract terms or applicable state or federal law.

1.1.5 Day(s): calendar day(s) unless otherwise indicated.

1.1.6 Deliverables: Software, Services, Goods, works of authorship, and any other items (e.g., reports, Documentation) to be delivered pursuant to this Contract, including any incidental items.

1.1.7 Documentation: instructions, specifications, training materials, or other documents - provided in hard copy or electronic form with the Software, Services, Goods, or otherwise, in accordance with Contract.

1.1.8 Eligible Public Entity: includes the county, city, city and county, district, public authority, public agency, municipal corporation, or any other political subdivision or public corporation in the State. Eligible Public Entity also includes a federally recognized tribal entity acting in its tribal governmental capacity.

1.1.9 Goods: all types of tangible personal property, including materials, supplies, and equipment (including computer, telecommunications, broadband equipment) (PCC §10290(d))

1.1.10 Hardware: physical, tangible elements of equipment or Software products to be delivered pursuant to this Contract.

1.1.11 Recovery Point Objective (RPO): the point in time to which State Data can be recovered and systems restored when service is restored after an interruption. The RPO is expressed as the length of time between the interruption and the most proximate backup of State Data immediately preceding the interruption.

Page 2 of 44 ends

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

1.1.12 Recovery Time Objective (RTO): the period of time within which information technology services, Systems, applications, and functions must be recovered following an unplanned interruption.

1.1.13 Reseller (see also "Contractor"): business entity authorized by the Service Provider or Software publisher to resell the Deliverables to the State.

1.1.14 Security Incident: an actual or suspected Data Breach

1.1.15 Services: an all-inclusive term which includes, but is not limited to, support services (such as maintenance and operation) and other personal services (e.g., technical or professional services, such as consulting and direction, project management, implementation, training, customization) provided by Contractor in accordance with this Contract.

1.1.16 Service Provider: provider of the Services under Contract, as set forth in the Statement of Work, if applicable.

1.1.17 Software: an all-inclusive term which refers to any computer programs, routines, or subroutines supplied by Contractor, including operating Software, application programs, programming aids, program products, or enabling Software that facilitates use of on-premises.

1.1.18 State: refers to the government of the State of California, its employees, and authorized representatives, including, without limitation, any department agency or government unit of the State as identified in the Contract.

1.1.19 State Data: all data owned by the State and submitted to, processed by, or stored under this Contract and includes, but is not limited to, all data that originated with the State or Users, all data provided by the State or Users, and all data generated, manipulated, produced, reported by, or otherwise emanating from or by applications run by the State or Users on the Systems or Services. For clarity, and without narrowing the scope of this definition, State Data is synonymous with "customer data," "customer content," or similar terms, as may be used in Contractor's or Service Provider's service agreement and incorporated into Contract as an attachment or by reference, and includes the following:
(a) Non-Public Data: data, including Personal Information, that is not subject to distribution to the public as Public Information. It is deemed to be sensitive or confidential by the State because it contains information that may be exempt by statute, regulation, or policy from access by the general public as Public Information. (b) Personal Information: has the definition set forth in the California Information Practices Act (Civ. Code, § 1798).

Page 3 of 44 ends

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
(C) Public Information: any information prepared, owned, used, or retained by the State and not specifically exempt from the disclosure requirements of the California Public Records Act (Gov. Code, § 7920.00 et seq.) or other applicable state or federal laws.

For clarity, "Public Information" is also interchangeable with "Public Data".

1.1.20Statement of Work (SOW): description of the State's requirements for work that includes but is not limited to Deliverables, major tasks, detailed work plans, methods, goals, objectives, timeframes, locations, and contacts.

1.1.21System: Hardware, Software, and Services as described in this Contract when integrated, functioning together, and performing in accordance with this Contract.

1.1.22 U.S. Intellectual Property Right: any intellectual property right enforceable in the United States, including, without limitation, rights in trade secrets, copyrights, and U.S. patents.

1.1.23 User(s) (or Customer): any State or Eligible Public Entity's authorized end user of the Deliverables, including employees, independent contractors, authorized agents, auditors, and other independent providers as may be agreed by the parties
Section 2: CONTRACT FORMATION

2.1 CONTRACT FORMATION:

The State and Contractor are individually referred to as "Party" and collectively referred to as "Parties."

2.1.1 Sealed Bid: If this Contract results from a sealed bid offered in response to a solicitation conducted pursuant to Chapters 2 (commencing with § 10290), 3 (commencing with § 12100), and 3.6 (commencing with § 12125) of Part 2 of Division 2 of the Public Contract Code (PCC), then Contractor's bid is a firm offer to the State which is accepted by the issuance of this Contract and no further action is required by either party.

2.1.2 Other Offers, Quotes, or Proposals: If this Contract results from a solicitation other than as set forth in Section 2.1.1, Contractor's quotation or proposal is deemed a firm offer and this Contract is the State's acceptance of that offer.

2.1.3 Joint Bid: If this Contract resulted from a joint bid, it shall be deemed one indivisible Contract. Each such joint Contractor will be jointly and severally liable for the performance of the entire Contract. The State assumes no responsibility or obligation for the division of orders or purchases among joint Contractors.

2.2 CONTRACTOR'S POWER & AUTHORITY:

Page 4 of 44 ends

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

2.2.1 Contractor warrants that it has full power and authority to grant the rights herein and will hold the State harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. The State will notify Contractor promptly in writing of any such claim, and Contractor will have sole control of the defense of any claim and all negotiations for its settlement or compromise, provided that:
(a) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is required by law, the State may participate in such action at its own expense with respect to attorneys' fees and costs (but not liability); (b) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services (DGS), or as appropriate, the California Department of Technology (CDT), must approve any settlement or compromise, which approval will not unreasonably be withheld or delayed; and
(c) the State will reasonably cooperate in the defense and in any related settlement negotiations. Further, Contractor agrees it will not enter into any arrangement with any third-party which may diminish any rights of the State under this Contract.

2.2.2 To the extent Contractor is a Reseller, Contractor warrants that (a) the Service Provider has reviewed this Contract; (b) in Contractor's agreement with the Service Provider, the Service Provider has agreed to accept the responsibilities, obligations, and liabilities (such as License Grant, Inspection, Acceptance, Rejection, Warranties, Confidentiality, Indemnification, Data Protection Provisions) under this Contract that naturally reside with the Service Provider with respect to the provision of Deliverables; and (c) Contractor can provide the Deliverables in accordance with the Contract.

2.2.3 Nothing contained in this Contract, or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve Contractor of Contractor's responsibilities and obligations hereunder. Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Contractor. Contractor's obligation to pay its subcontractors is an independent obligation from the State's obligation to make payments to Contractor. As a result, the State shall have no obligation to pay any moneys to any subcontractor Section 3: ORDER OF PRECEDENCE
In the event of any inconsistency or conflict between the sections, exhibits, attachments, specifications, or provisions comprising the Contract, the following order of precedence shall apply:
(a) These GSPD - ITGP (Non-Cloud) (except in the instances herein where the provision contains "Unless otherwise specified in the Statement of Work" (or similar phrase), the

Page 5 of 44 ends

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
provisions specified in the Statement of Work shall take precedence over the provisions referenced in these (GSPD - ITGP (Non-Cloud)); (b) Contract form(s), i.e., Purchase Order STD 65, Standard Agreement STD 213, FI$Cal generated Purchase Order, etc., and any amendments.
(c) Other Special Provisions (except in the instances therein where the provision contains "Unless otherwise specified in the Statement of Work" (or similar phrase), the provisions specified in the Statement of Work shall take precedence over the provisions referenced in the applicable Special Provisions); (d) Statement of Work (SOW), as an exhibit, including any specifications incorporated by reference herein;
(e) Cost worksheets;
(f) Other work description, work authorization or exhibit issued by Users; and (g) All other Contractor's or Service Provider's attachments included in the Contract and/or incorporated in the Contract by reference (e.g., end user license agreements, (h) acceptable use policies, service guides, product specific terms and conditions).

Section 4: LICENSE GRANTS

4.1 SOFTWARE LICENSE:

Unless otherwise specified in the Statement of Work, Contractor hereby grants to the State and the State accepts from Contractor, subject to the terms and conditions of this Contract, a perpetual, irrevocable, royalty-free, non-exclusive license to use the Software, as well as and any Documentation.

The State may use the Software and Documentation in the conduct of its own business and any division thereof.

The license granted herein authorizes the State to use the Software in machine-readable form on the computer System located at the site(s) specified in the Statement of Work. The computer System and its associated units (collectively, CPU) are as designated in the Statement of Work. If the designated CPU is inoperative due to malfunction, the license granted herein shall be temporarily extended to authorize the State to use the Software, in machine-readable form, on any other State CPU.

By prior written notice, the State may redesignate the CPU in which the Software is to be used, provided that the redesignated CPU is substantially similar in size and scale, at no additional cost. The redesignation shall not be limited to the original site and will be effective upon the date specified in the notice of redesignation.

Acceptance of commercial Software (including third-party Software) and custom Software will be governed by the terms and conditions of the Contract.

4.2 RIGHT TO COPY OR MODIFY:

Any Software provided by Contractor in machine-readable form may be copied, in whole or in part, in printed or machine-readable form, for use by the State with the designated CPU, to

Page 6 of 44 ends

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
perform one-time benchmark tests, for archival or emergency restart purposes, to replace a worn copy, to understand the contents of such machine-readable material, or to modify the Software as provided below; provided, however, that no more than the number of printed copies and machine-readable copies as specified in the Statement of Work will be in existence under this Contract at any time without Contractor's prior written consent, which shall not be unreasonably withheld. The original, and any copies of the Software, in whole or in part, which are made hereunder shall be the property of Contractor.

Unless prohibited or restricted in the Statement of Work, the State may modify any non- personal computer Software, in machine-readable form, for its own use and merge it into other program material. Any portion of the Software included in any merged program material shall be used only on the designated CPUs and shall be subject to the terms and conditions of the Contract.

4.3 FUTURE RELEASES:

Unless otherwise specified in the Statement of Work, if improved versions, patches, corrections, modifications, bug fixes, updates, or releases (collectively, Updates) of the Software versions are developed by Contractor and are made available to other licensees, such Updates will be made available to the State at no additional cost only if such are made available to other licensees at no additional cost. If Contractor offers new versions or upgrades to the Software, they shall be made available to the State at the State's option, at a price no greater than the Contract price, plus a price increase proportionate to the increase from the list price of the original version to that of the new version, if any. If the Software has no list price, such price increase will be proportionate to the increase in average price from the original to the new version, if any, as estimated by Contractor in good faith.

4.4 AUTHORIZATION CODES:

When encryption/CPU identification (ID) authorization codes are required to operate the Software, Contractor will provide all codes to the State with delivery of the Software. In case of inoperative CPU, Contractor will provide a temporary encryption/CPU ID authorization code to the State for use on a temporarily authorized CPU until the designated CPU is returned to operation. When changes in designated CPUs occur, the State will notify Contractor by telephone or e-mail of such change. Upon receipt of such notice, Contractor will issue to the State within 24 hours, via telephone or e-mail, a temporary encryption/CPU ID authorization code for use on the newly designated CPU until such time as a permanent code is assigned.

4.5 DOCUMENTATION:

Contractor agrees to provide to the State, at no charge, all Documentation as described within the Statement of Work, and updated versions thereof, which are necessary or useful to the State in its use of the Deliverables or the System provided hereunder. The State may reproduce the Documentation as reasonably necessary to use the Deliverables or System, provided that all such copies reproduce Contractor's proprietary markings in the same form and manner as the original. Contractor agrees to provide additional Documentation at prices

Page 7 of 44 ends

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
not in excess of charges made by Contractor to its other customers for similar Documentation or Contract rate.

If Contractor is no longer performing or unable to perform support or maintenance on the Deliverables or the System purchased under this Contract, then upon written notice by the State, Contractor will provide adequate and reasonable assistance with relevant documentation to allow the State to perform maintenance based on Contractor's methodology, at Contractor's then current rates and fees. Contractor agrees that the State may reproduce such Documentation for the State's own use in maintaining the Deliverables or the System, and Contractor agrees to license any other Contractor that the State may have hired for maintenance to use the above noted Documentation. The State agrees to include Contractor's copyright notice on any such Documentation reproduced, in accordance with copyright instructions to be provided by Contractor.

Section 5: SERVICES

5.1 SUPPORT SERVICES:

If applicable, Contractor will provide the support services for the periods set forth in the Contract, subject to the State's payment of the applicable support and maintenance fees.

5.2 PROFESSIONAL SERVICES:

If applicable, Contractor will provide professional Services in accordance with Contract. The State shall provide reasonable access to information, documentation, facilities, equipment, Hardware, Software, and personnel as agreed by the Parties to facilitate Contractor's performance of the professional Services.

Section 6: INSPECTION, ACCEPTANCE & REJECTION

6.1 ACCEPTANCE TESTING:

Unless otherwise specified in the Statement of Work:

6.1.1 Non-Customized Deliverables: When acquiring Goods or commercial Software, the State shall rely on Contractor's existing quality assurance system as a substitute for State inspection and testing. All Goods may be subject to inspection, test, and acceptance by the State or its authorized representatives at the destination, notwithstanding any payment or inspection at source.

6.1.2 Customized Deliverables: For all other Software, Goods, or Services customized for the State pursuant to Contract, Contractor will ensure and maintain a quality assurance system acceptable to the State covering such Deliverables and will tender to the State only those Deliverables that have been inspected and found to conform to this Contract's requirements. All Goods may be subject to inspection, test and acceptance by the State or its authorized representatives, at destination, notwithstanding any payment or inspection at source.

Page 8 of 44 ends

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

6.1.3 Contractor Duties: Contractor shall provide all reasonable facilities for the safety and convenience of inspectors at no additional cost to the State. Contractor shall furnish to inspectors all information and data reasonably required to perform inspection and testing.

Contractor shall keep records evidencing inspections and their result and will make these records available to the State during Contract performance and for 3 years after final payment. Contractor shall permit the State to review procedures, practices, processes, and related documents to determine the acceptability of Contractor's quality assurance system or other similar business practices related to performance of Contract.

6.2 NOTICE OF REJECTION:

The State shall give written notice of rejection (Rejection Notice) of Deliverables provided, performed or delivered within a reasonable time after receipt or performance of such Deliverables. The Rejection Notice will provide information on which Deliverables do not substantially conform to required specifications. If the State does not provide a Rejection Notice within 30 Days of delivery or within such time provided in the Contract for inspection, acceptance and rejection if longer than 30 Days, such Deliverables will be deemed to have been accepted.

In the event any Deliverables should fail to conform to Contractual requirements, or to the sample submitted by Contractor (if applicable), the State may reject the same, and Contractor shall reclaim and remove the item promptly or correct the performance of Services, without expense to the State, and immediately replace all such rejected items with items conforming to the Contract.

6.2.1 Bulk Purchases: Unless otherwise specified in the Statement of Work, the State shall have the right to reject entire batches of Goods delivered if 20% of the batch fails the State's inspection. Except as specifically stated in this Section, the State further has the right to require Contractor to inspect, test and verify that the Deliverables conform to Contract requirements.

6.3 ACCEPTANCE:

Acceptance by the State will be final and irreversible, except as it relates to latent defects, traud, and gross mistakes amounting to fraud. Acceptance shall not be construed to waive any warranty rights that the State might have at law or by express reservation in this Contract with respect to any non-conformity.

6.4 TITLE:

Unless otherwise specified in the Statement of Work, title to Goods and Software shall remain vith Contractor and assians,
testing tre to a special feature installed on a is aucines upend trace ance single installation charge was paid shall pass to the State at no additional charge, together with title to the machine IT Equipment on which it was installed.

6.5 SAMPLES & DEMONSTRATIONS:

Page 9 of 44 ends

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
The State may request samples or demonstrations for inspection and specification testing and Contractor shall furnish samples free of charge. The samples furnished must be identical to the Goods and Services as set forth in the bid or as specified in the Contract. Samples, if not destroyed by tests, may, upon request at the time the sample is furnished, be returned at Contractor's expense. All samples shall be provided, or demonstrations of Deliverables shall be conducted at no cost to the State.

Section 7: PACKING,SHIPPING, TRANSPORTATION & DELIVERY

7.1 PACKING:

All Goods shall be packed in suitable containers for protection in shipment and storage, and in accordance with applicable specifications. Each container of a multiple-container shipment shall be identified to:
(a) show the number of the container and the total number of containers in the shipment; (b) the number of the container in which the packing sheet has been enclosed; (c) be made as specified in the Contract, as it may be amended, or otherwise directed in writing by the State's Transportation Management Unit within the Department of General Services, Procurement Division.

7.2 SHIPMENT:

Unless otherwise specified in the Statement of Work or otherwise directed in writing by the State's Transportation Management Unit within DGS' Procurement Division (Transportation Management Unit), all shipments by Contractor or its subcontractors must include packing sheets identifying: (a) the State's Contract number and line item number; item number; (b) quantity and unit of measure, and quantity in unit of measure; (c) part number and description of the Goods shipped; and (d) appropriate evidence of inspection, if required.

Goods for different Contracts shall be listed on separate packing sheets.

7.3 TRANSPORTATION COSTS & OTHER FEES OR EXPENSES:

7.3.1 No Additional Charges: No charge for delivery, drayage, express, parcel post, packing, cartage, removal of dunnage (if applicable), insurance, license fees, permits, cost of bonds, or for any other purpose will be paid by the State unless expressly included and itemized in the Contract.

7.3.2 Free on Board (F.O.B): Contractor must strictly follow the Contract requirements regarding F.O.B., freight terms and routing instructions. The State may permit use of an alternate carrier at no additional cost to the State with advance written authorization of the Buyer.

7.3.3 F.O.B. Shipping Point Transactions: Should any shipments under the Contract be lost or received by the State in a damaged condition, and any related freight loss and damage claims filed against the carrier or carriers be wholly or partially declined by the carrier or carriers with the inference that loss or damage was the result of the act of the shipper such as inadequate packaging or loading or some inherent defect in the equipment or material,

Page 10 of 44 ends

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
Contractor, on request of the State, shall at Contractor's own expense, assist the State in establishing carrier liability by supplying evidence that the equipment or material was properly constructed, manufactured, packaged, and secured to withstand normal transportation conditions.

7.3.4 Prepay & Add: Unless otherwise specified in the Statement of Work or approved by the Transportation Management Unit, if "prepay and add" is selected, supporting freight bills are required when over $50.

7.4 DELIVERY:

Contractor shall strictly adhere to the delivery and completion schedules specified in the Contract. The quantities specified herein are the only quantities required. If Contractor delivers more than the quantities specified, the State shall not be required to make any payment for the excess Goods and may return them to Contractor at Contractor's expense or utilize any other rights available to the State at law or in equity.

7.5 NEWLY MANUFACTURED GOODS:

Unless otherwise specified in the Statement of Work, all Goods supplied under the Contract shall be newly manufactured Goods or certified as new and warranted as new by the manufacturer; and used or reconditioned Goods are prohibited, unless otherwise specified.

7.6 SUBSTITUTIONS:

Substitution of Deliverables may not be tendered without advance written consent of the Buyer. Contractor shall not use any specification in lieu of those contained in Contract without Buyer's prior written consent.

Section 8: WARRANTIES & REPRESENTATION

8.1 WARRANTIES' DURATION & ASSIGNMENT:

8.1.1 Unless otherwise specified in the Statement of Work, the warranties in this Section 8 begin upon delivery of the Deliverables (or activation date in case of Software, as applicable).

For clarification, this warranty period shall apply to any Deliverables provided as part of warranty replacement.

8.1.2 Unless otherwise specified in the Statement of Work, duration of warranty for Deliverables shall be as follows:
(a) Warranty for Goods shall terminate one year after delivery of the Goods. (b) Warranty for Software and Services shall be for the duration of the State's use of the Software and Services.

8.1.3 All warranties, including additional warranties specified elsewhere herein, shall inure to the State, its successors, assignees, Buyer, and Users of Deliverables.

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

8.2 WARRANTIES FOR DELIVERABLES:

Contractor warrants that Deliverables:
(a) Will substantially conform to the requirements of the Contract (including without limitation all descriptions, specifications, and drawings identified in the Statement of Work),
(b) will substantially conform to the manufacturer's published specifications and the requirements of the Contract (including without limitation all descriptions, specifications, and drawings identified in the Statement of Work), (c) will be free from material defects in materials and workmanship, (d) shall provide all material functionality required where the Parties have agreed to design specifications (such as a detailed design document) and incorporated the same or equivalent in the Statement of Work directly or by reference, provided however, that the State's approval of designs or specifications furnished by Contractor shall not relieve Contractor of its obligations under this warranty, and (e) will not infringe or violate any U.S. Intellectual Property Right.

8.3 ADDITIONAL WARRANTIES FOR SERVICES:

The Services will be performed in a skilled, professional manner by competent personnel and in accordance with the Contract.

8.4 ADDITIONAL WARRANTIES FOR SOFTWARE:

Contractor warrants that Software supplied hereunder has been tested in accordance with industry standards to minimize the risk, at the time of delivery, of harmful code (e.g., computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data, or Software). Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any commercial Software delivered hereunder, Contractor will, upon the State's request, provide a new or clean install of the Software.

8.4.1 Unless otherwise specified in the Statement of Work:
(a) Contractor does not warrant that any Software provided hereunder is error-free or that it will run without immaterial interruption.
(b) Contractor does not warrant and will have no responsibility for a claim to the extent that it arises directly from: (i) a modification made by the State, unless such modification is approved or directed by Contractor; (i) use of Software in combination with or on products other than as specified by Contractor; oriii) misuse or unauthorized use by the State.

8.5 PASS-THROUGH WARRANTIES:

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

8.5.1 In addition to the warranties set forth herein, any Goods provided by Contractor shall be covered by the manufacturer's consumer warranty that will be passed through to the State.

Contractor shall provide the manufacturer's warranty information (e.g., terms and conditions, provider, etc.) to the State with all Goods at the time of delivery. Where Contractor resells Goods it purchased from a third-party, Contractor, to the extent it is legally able to do so, will pass through any such third-party warranties to the State and will reasonably cooperate in enforcing them. Contractor shall facilitate Goods replacement or cooperate in resolving any disputes with the Goods manufacturer. Any Software provided by the Service Provider or Contractor shall be covered by the software developer's consumer warranty that will be passed through to the State.

8.5.2 Contractor agrees that the warranty pass-through set forth herein shall not relieve Contractor from Contractor's warranty obligations set forth herein.

8.6 REMEDIES FOR BREACH OF WARRANTY:

Unless otherwise specified in the Statement of Work, the State's remedy for any breach of the warranty provided in this Section 8 shall include, at the State's sole discretion: (a) re- performance, repair, or replacement of the nonconforming Deliverables (including without limitation an infringing Deliverable); or (b) right to terminate the Contact, either in whole or in part, and a refund of all amounts paid by the State for the nonconforming Deliverable and payment to the State of any additional amounts necessary to equal the State's Cost to Cover. "Cost to Cover" means the cost, properly mitigated, of procuring Deliverable of equivalent capability, function, and performance. If Contractor fails to re-perform, repair, replace, or refund fees paid for the Deliverable as appropriate, the State may terminate Contract.

8.7 DISCLAIMER:

EXCEPT FOR THE WARRANTIES SPECIFIED IN THIS CONTRACT,

CONTRACTOR MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES,

INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
Section 9: RIGHTS IN WORK PRODUCT & GOVERNMENT PURPOSE RIGHTS

9.1 OWNERSHIP & RIGHTS IN WORK PRODUCT:

9.1.1 Work Product: Unless otherwise specified in the Statement of Work (or as required for federally funded projects), all inventions, discoveries, intellectual property, technical communications, and records originated or prepared by Contractor pursuant to the Contract including papers, reports, charts, computer programs, and other Documentation or improvements thereto, and including Contractor's administrative communications and records relating to this Contract (collectively, Work Product), shall be Contractor's exclusive property.

9.1.2 Pre-Existing Material: Software, and components, and other materials developed or otherwise obtained by or for Contractor or its affiliates independently of the Contract (Pre- Existing Materials) do not constitute Work Product. If Contractor creates Derivative Works of

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
Pre-Existing Materials, the elements of such Derivative Works created pursuant to the Contract constitute Work Product, but other elements do not. "Derivative Works" means any work that is based upon the Work Product, such as an enhancement, update, translation, abridgment, summary, or aggregation. Nothing in this Section will be construed to interfere with Contractor's or its affiliates' ownership of Pre-Existing Materials.

9.1.3 Jointly Developed Work Product: The ideas, concepts, know-how, techniques, customizations, or configurations, relating to data processing, developed during the Contract by Contractor or jointly by Contractor and the State may be used by either Party without obligation of notice or accounting.

9.1.4 Proprietary Products: The Contract shall not preclude Contractor from developing materials outside the Contract that are competitive, irrespective of their similarity to materials which might be delivered to the State pursuant to the Contract.

9.2 GOVERNMENT PURPOSE RIGHTS:

The State will have Government Purpose Rights to Work Product. "Government Purpose Rights" are the unlimited, irrevocable, worldwide, perpetual, royalty-free, and non-exclusive rights and licenses to use, modify, reproduce, perform, release, display, create Derivative Works from, and disclose the Work Product. Government Purpose Rights also include the right to release or disclose the Work Product outside the State for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create Derivative Works from, and disclose the Work Product for any State government purpose. Such recipients of the Work Product may include, without limitation, State Contractors, California local governments, the U.S. federal government, U.S. tribal governments, and state and local governments of other states. Government Purpose Rights do not include any rights to use, modify, reproduce, perform, release, display, create Derivative Works from, or disclose the Work Product for any commercial purpose.

9.3 FEDERALLY FUNDED PROJECTS:

This Section and the rights hereunder may be modified in the Statement of Work as required for federally funded projects pursuant to federal law or regulations, including, but not limited to, 7 CFR 277.18 and 45 CFR 95.617.

Section 10: CONFIDENTIALITY; DATA RIGHTS

10.1 CONFIDENTIALITY OBLIGATIONS:

Each Party will ensure that access to the other Party's confidential information is only provided to those individuals who need access to such information to fulfill their obligations under the Contract. With regards to the State, confidential information includes Personal Information and Non-Public Data maintained by State agencies.

Confidential information does not include information that: (a) is or enters the public domain without breach of this Contract; (b) came into the receiving Party's possession from a third- party entitled to disclose such information without an obligation of confidentiality; (c) is independently developed by the receiving Party without use or reference to the disclosing

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
Party's confidential information; or (d) required to be produced in compliance with statute, regulation or court order, provided that Contractor provides advance written notice of such disclosure to the State.

10.2 CONFIDENTIALITY OF STATE DATA:

State Data, including all financial, statistical, personal, technical, and other data and information relating to the State's operation, which are designated confidential by the State and made available to Contractor in order to carry out the Contract, or which become available to Contractor in carrying out the Contract, shall be protected by Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the State. The identification of all such confidential data and information as well as the State's procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by the State in writing to Contractor. Contractor shall comply and ensure compliance by the Service Provider with the Security and Data Protection provisions set forth in the GSPD - ITGP (Non- Cloud). Contractor shall not be required under this Section to keep confidential any data or information which meet the exceptions set forth in Section 10.1.

10.3 CONTRACTOR'S CONFIDENTIALITY OBLIGATIONS:

Contractor shall have appropriate agreements in place to ensure confidentiality and security of State Data required pursuant to the Contract. Contractor shall ensure that all Contractor and Service Provider personnel with access to State Data shall comply with security and confidentiality obligations set forth in the Contract.

10.4 RIGHTS TO STATE DATA:

All rights, including all intellectual property rights, in and to State Data, shall remain the exclusive property of the State. Contractor has a limited, non-exclusive license to access and use State Data solely for performing its obligations under the Contract. Nothing herein shall be construed to confer any license or right to State Data, including user tracking and exception data within the System, by implication, estoppel, or otherwise, under U.S.

Intellectual Property Rights, to any third-party. Unauthorized use of State Data by Contractor or third parties is prohibited. For the purposes of this requirement, the phrase "unauthorized use" includes data mining, machine learning from data, or processing of data, stored or transmitted by the System, for any purpose that is not authorized by the Contract or Statement of Work.

10.5 RESTRICTIONS ON USE OF STATE DATA:

Contractor shall not collect, use, disclose, retain, or maintain (collectively, "use") State Data except as necessary and proportionate to perform Contractor's obligations under the Contract. Contractor shall not: (a) transfer, share, rent, barter, trade, sell, loan, lease, or otherwise distribute or make available to any third-party any State Data except as expressly permitted by the Contract; (b) copy, modify, destroy, or delete State Data during the Contract term; and (c) shall not sell or share State Data or Personal Information collected in the service of Contract with the State. For the purposes of this Section, "collect" and "collected"

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
have the meaning provided in Civil Code Section 1798.140, subdivision (f) and "sell" has the meaning provided in Civil Code Section 1798.140, subdivision (ad)(1).

10.6 PROTECTION OF CONTRACTOR'S PROPRIETARY SOFTWARE & OTHER PROPRIETARY DATA AND MATERIALS:

All material appropriately marked or identified in writing as proprietary and supplied hereunder are provided for the State's exclusive use for the purposes of the Contract only. All such proprietary materials (including proprietary data) shall remain the property of Contractor.

Subject to the Public Records Act (Gov. Code, § 7920.00 et seq.), or other applicable law or legal process, the State agrees to: (a) take all reasonable steps to ensure that such proprietary materials/data are not disclosed to others; (b) provide prior written notice to Contractor in sufficient time to seek a protective order (unless such notice is prohibited by law); (c) ensure, prior to disposing of any media, that any licensed materials have been erased, destroyed, or otherwise sanitized; and (d) take appropriate action by instruction, agreement, or otherwise with its employees or other persons permitted access to licensed Software and other proprietary data to satisfy its obligations in the Contract with respect to use, copying, modification, protection, and security of proprietary Software and other proprietary materials.

10.7 LEGAL REQUESTS:

Contractor shall notify the State by the fastest means available, not later than 48 hours after receipt, of any subpoena, warrant, court order, service of process, California Public Records Act (Gov. Code, § 7920.00 et seq.) request, and or other legal request ("Requests") which seeks access to State Data or information about the State's use of the Deliverables, unless such notification is prohibited by law. Unless prohibited by law, Contractor shall also provide written notice to Contracting agency (Buyer) and to the Agency Chief Information Security Officer (CISO) or designee of Contracting agency. Unless prohibited by law, Contractor shall not respond to such Requests unless authorized in writing to do so by the State and shall not respond to such Requests directed at Contractor regarding the Contract without first notifying the State in writing. Unless prohibited by law, Contractor shall provide the State with its intended responses to such Requests with adequate time for the State to review, revise, and, if necessary, seek a protective order
Section 11: INDEMNIFICATION

11.1 INTELLECTUAL PROPERTY (IP) INDEMNITY:

11.1.1 Contractor's IP Indemnification Obligations: Notwithstanding Section 12 (Limitation of Liability), Contractor will indemnify, defend, and save harmless the State, its officers, agents, and employees from any and all third-party claims, costs, expenses (including without limitation reasonable attorneys' fees), fines, penalties, deficiencies, liabilities, and losses (including settlements and judgments) arising from or related to any allegation that the Deliverables violate, misappropriate, or infringe of any U.S. Intellectual Property Right.

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

11.1.2 Pass-Through Indemnity for Third-Party Obligations: With respect to such claims arising from Deliverables provided by a third-party and supplied by Contractor to the State, Contractor will pass-through to the State such indemnity rights as it receives from such third- party ("Third-Party Obligation") and will cooperate in enforcing them; provided that if the third- party manufacturer fails to honor the Third-Party Obligation, Contractor will indemnify, defend, and save harmless the State, its officers, agents, and employees, to the same extent as the Third-Party Obligation, subject to any applicable limitation of liability in Section 12 (Limitation of Liability).

11.1.3 Notice of Remedy for IP Infringement: Should the Deliverables whether provided by Contractor or manufactured by a third-party become, or in Contractor's opinion are likely to become, the subject of a claim of infringement or violation of a U.S. Intellectual Property Right, Contractor shall provide the State with written notice of the circumstances giving rise to such claim or likely claim. If the State receives notice of a claim of infringement, or is made Party to, or is threatened with such claim, the State will provide Contractor with notice of such claim or threat. (a) Following receipt of such notice, Contractor will either (at Contractor's expense): (i) procure for the State the right to continue using the Deliverables; or (ii) replace or modify the same so that they become non-infringing. If none of these options can reasonably be exercised, Contractor shall take back such Goods or other Deliverables and terminate any infringing Services, make every reasonable effort to assist the State in procuring substitute Deliverables for the State, and pay the State any additional amounts necessary to equal the State's Cost to Cover. If none of the foregoing options is reasonably acceptable to the State, the State shall have the right to terminate the Contract, in whole or in part, without damage, penalty, termination charge, or further obligation and Contractor agrees to refund any sums the State has paid Contractor less any reasonable amount for use or damage.
(b) Contractor shall have no liability to the State under any provision of this Section 11.1 with respect to any claim of patent, copyright, or trade secret infringement which is based upon: (i) the State's combination or utilization of Goods supplied hereunder with non-Contractor supplied Goods; (i) the combination or utilization of Services not made or supplied by Contractor, and introduced into the State's computing environment; (iii) the modification initiated by the State, or a third-party at the State's direction, of any Deliverables supplied hereunder; (iv) the combination or utilization of Goods supplied hereunder with non-Contractor supplied other Deliverables; or (v) the State's unauthorized use, or continuing infringing use after notification, of Deliverables supplied hereunder.
(c) Contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Contract for the acquisition, operation, or maintenance of Software in violation of any U.S. intellectual property laws.

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

11.2 INDEMNIFICATION FOR INJURY OR DAMAGE:

Contractor shall indemnify, defend, and save harmless the State, its officers, agents, and employees from any and all third-party claims, costs (including, without limitation, reasonable attorneys' fees), and losses due to the injury or death of any individual, or the loss or damage to any real or tangible personal property, resulting from the willful misconduct or negligent acts or omissions of Contractor or any of its affiliates, agents, subcontractors, employees, suppliers, or laborers supplying work, services, materials, or supplies in connection with the performance of the Contract.

11.3 INDEMNIFICATION PROCESS:

Unless a Third-Party Obligation provides otherwise, the defense and payment obligations for indemnification under Sections 13.1 and 11 are conditioned on the following:

The State will notify Contractor promptly in writing of any demand for indemnification and, in the notification, describe the circumstances giving rise to the demand. Notwithstanding the foregoing, if Contractor is not notified of a claim in a timely manner, Contractor is still obligated to indemnify the State, unless such delay causes material prejudice to Contractor.

Contractor will have sole control of the defense of any claim and all negotiations for its settlement or compromise; provided that:
(a) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is required by law, the State may participate in such action at its own expense with respect to attorneys' fees and costs (but not liability; or (b) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, DGS or CDT, as appropriate, must approve any settlement or compromise and the State will reasonably cooperate in the defense and in any related settlement negotiations.

Section 12: LIMITATION OF LIABILITY

12.1 LIMITATION OF LIABILITY:

Except as may be otherwise approved by DGS-PD's Deputy Director or their designee, or as applicable, CDT's Office of Statewide Technology Procurement Deputy Director (STP), Contractor's liability for damages to the State for any cause whatsoever, and regardless of the form of action, whether in Contract or tort, shall be limited to the Purchase Price. "Purchase Price" means the aggregate Contract price; except that, with respect to a Contract under which multiple purchase orders will be issued (e.g., a Master Agreement or Multiple Award Schedule Contract), "Purchase Price" will mean the total price of the purchase order for the Deliverable(s) that gave rise to the loss, such that Contractor will have a separate limitation of liability for each purchase order. The State's liability for damages for any cause whatsoever, and regardless of the form of action whether in Contract or in tort, shall be limited to the Purchase Price as that term is defined above. Nothing herein shall be construed to waive or limit the State's sovereign immunity or any other immunity from suit provided by law.

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL,

INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF NOTIFICATION

HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES, EXCEPT (A) TO THE

EXTENT THAT CONTRACTOR'S LIABILITY FOR SUCH DAMAGES IS SPECIFICALLY SET

FORTH IN THE STATEMENT OF WORK OR (B) TO THE EXTENT THAT CONTRACTOR'S

LIABILITY FOR SUCH DAMAGES FALLS UNDER ONE OF THE EXCEPTIONS IN SECTION 12.2 BELOW.

12.2 EXCEPTIONS:

The foregoing limitation of liability shall not apply to: (a) any liability under Section 13.1 (Compliance with Statutes & Regulations); (b) liability under Section 11.1 (Intellectual Property (IP) Indemnity) or to any other liability (including, without limitation, indemnification obligations) for infringement of third-party intellectual property rights; (c) liability under Section

11.2 (Indemnification for Injury or Damage); (d) costs or attorney's fees that the State becomes entitled to recover as a prevailing Party in any action; or (e) direct costs of mitigation, remediation, and third-party claims resulting from any Data Breach attributable to Contractor's acts or omissions (including the acts or omissions of Contractor's employees, Contractors, and agents). Nothing herein shall prevent the Parties from determining the appropriate amounts attributable to the direct costs of data breach notification, credit monitoring, and other obligations set forth in Civil Code § 1798.29 as further specified in Section 21.10 (Data Breach).

Section 13: STATUTORY & REGULATORY REQUIREMENTS; CONTRACTOR

CERTIFICATION

THE FOLLOWING PROVISIONS ARE REQUIRED BY LAW AND CANNOT BE EDITED OR REMOVED FROM CONTRACT.

13.1 COMPLIANCE WITH STATUTES & REGULATIONS:

The Parties warrant and certify that in the performance of this Contract, they will comply with all applicable statutes, rules, regulations, and orders of the United States and the State of California. Contractor agrees to indemnify the State against any loss, cost, damage, or liability by reason of Contractor's violation of this provision (including violations by Contractor's employees, Contractors, and agents), subject to the procedures set forth in Section 11.3 (Indemnification Process).

13.2 NONDISCRIMINATION CLAUSE:

During the performance of this Contract, Contractor and its subcontractors: (a) shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical condition (cancer), age, marital status, and denial of family care leave; (b) shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment; (c) shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, §

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
12990 et seq.) and the applicable regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 7285.0 et seq.) and (d) shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990, subdivisions (a) through (f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference. Contractor shall include the nondiscrimination and compliance provisions of this provision in all subcontracts to perform work under the Contract.

13.3 ACCESSIBILITY:

To the extent that the Contract falls within the scope of Government Code Section § 11135, Contractor shall respond to and resolve any complaint brought to its attention regarding accessibility of its products or services, in accordance with Government Code § 7405.

13.4 AMERICANS WITH DISABILITIES ACT:

Contractor shall comply with the Americans with Disabilities Act of 1990(42 U.S.C. § 12101 et seq).

13.5 PRIORITY HIRING CONSIDERATIONS:

If this Contract includes Services over $200,000, Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code § 11200 in accordance with PCC § 10353.

13.6 FOLLOW-ON CONTRACTS:

If this Contract fits the definition of a "consulting services contract" within the meaning of PCC § 10335.5, Contractor may be prohibited from bidding on or being awarded a subsequent Contract in accordance with the provisions of PCC § 10365.5, subject to the provisions of PCC § 10430.

To the extent permissible by law, the Director of DGS (DGS Director), or as appropriate, the Director of CDT (CDT Director), or their designees, may waive the restrictions set forth in this Section by written notice to Contractor if the DGS Director or, as appropriate, CDT Director, determines their application would not be in the State's best interest.

The restrictions of this Section will not apply: (a) to follow-on advice given by vendors of commercial off-the-shelf products, including Software and Hardware, on the operation, integration, repair, or maintenance of such products after sale; or (b) where the State has entered into a master agreement for Software or Services and the scope of work at the time of Contract execution expressly calls for future recommendations among Contractor's own products.

The restrictions set forth in this Section 13.6 are in addition to conflict-of-interest restrictions imposed on public Contractors by California law (Conflict Laws). In the event of any inconsistency, such Conflict Laws override the provisions of this Section 13.6, even if enacted after execution of this Contract.

13.7 CHILD SUPPORT COMPLIANCE ACT:

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
For any Contract in excess of $100,000, Contractor acknowledges, in accordance with PCC § 7110, that: (a) they recognize the importance of child and family support obligations and shall fully comply with all applicable State and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8, commencing with Section 5200 of Part 5 of Division 9 of the Family Code; and (b) Contractor, to the best of its knowledge, is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

13.8 LOSS LEADER:

Contractor shall comply with PCC Section 12104.5, subdivision (b) and shall not engage in business within this state to sell or use any article or product as a "loss leader" as defined in § 17030 of the Business and Professions Code.

13.9 GOVERNMENT PROCUREMENT AGREEMENT:

If the value of this Contract exceeds the US dollar procurement threshold determined by the US Trade Representative (as set forth in the Federal Register), this Contract shall be subject to the requirements of the World Trade Organization Government Procurement Agreement.

13.10 ASSIGNMENT OF ANTITRUST ACTIONS:

Pursuant to Government Code Sections 4552, 4553, and 4554, the following provisions are incorporated herein:
(a) in submitting a bid to the State, Contractor offers and agrees that if the bid is accepted, it will assign to the State all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Bus. & Prof. Code, Chapter 2, commencing with § 16700 et seq.), arising from purchases of Goods, material, services, or other items, by the supplier for sale to the State pursuant to the solicitation. Such assignment shall be made and become effective at the time the State tenders final payment to Contractor; (b) if the State receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the State any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the State as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. (c) Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and: (i) the assignee has not been injured thereby; or (ii) the assignee declines to file a court action for the cause of action.

13.11 EXECUTIVE ORDER N-6-22-RUSSIA SANCTIONS:

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
Contractor shall comply with Executive Order N-6-22 (EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under State law. The EO directs State agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of the Contract. The State shall provide Contractor prior written notice of termination, allowing Contractor at least 30 Days to provide a written response. Termination shall be at the State's sole discretion.

13.12 NATIONAL LABOR RELATIONS BOARD CERTIFICATION:

Contractor swears under penalty of perjury that no more than one final, unappealable finding of contempt of court by a federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of the National Labor Relations Board. This provision is required by and shall be construed in accordance with PCC § 10296.

13.13 DRUG-FREE WORKPLACE CERTIFICATION:
contractor certities that the Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code, § 8350 et seq.) and will provide a drug-free workplace by taking the following actions:
(a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355, subdivision (a).
(b) Establish a Drug-Free Awareness Program as required by Government Code Section 8355, subdivision (b), to inform employees about all of the following: (i) the dangers of drug abuse in the workplace; (i) the person's or organization's policy of maintaining a drug-free workplace; (iii) any available counseling, rehabilitation, and employee assistance programs; and (iv) penalties that may be imposed upon employees for drug abuse violations.
(c) Provide, as required by Government Code Section 8355, subdivision (c), that every employee who works on the proposed or resulting Contract: (i) will receive a copy of the company's drug-free policy statement; and (i) will agree to abide by the terms of the company's statement as a condition of employment on the Contract.

13.14 SWEAT FREE CODE OF CONDUCT:

Contractor certifies that no equipment, materials, or supplies supplied to the State pursuant to the Contract have been produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor,

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, in compliance with PCC section 6108.

Contractor certifies that they adhere to the Sweat Free Code of Conduct as set forth on the Calitornia Department of Industrial Relations website located at www.dir.ca.gov. Contractor agrees to cooperate fully in providing reasonable access to its records, documents, agents or employees, or premises if reasonably required by authorized officials of the State, the Department of Industrial Relations, or the Department of Justice to determine Contractor's compliance with this provision.

13.15 DOMESTIC PARTNERS:

For Contracts over $100,000 executed or amended after January 1, 2007, Contractor certifies that they comply with PCC Section 10295.3.

13.16 RECYCLED CONTENT REQUIREMENTS:

Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material in the Goods offered or sold to the State that falls under any of the statutory categories regardless of whether the Goods meets the requirements of PCC section 12209. Contractor shall provide the certification, even if the Goods contain no post-consumer recycled material, and even if the post-consumer content is unknown. With respect to printer or duplication cartridges that comply with the requirements of PCC Section 12156, subdivision (e), the certification required by this subdivision shall specify that the cartridges so comply (PCC, § 12205).

A State Buyer may waive the certification requirements if the percentage of postconsumer material in the Goods can be verified in a written advertisement, including, but not limited to, a product label, a catalog, or a manufacturer or vendor Internet website. Contractors are to use to the maximum extent economically feasible in the performance of Contract, recycled content products (PCC, § 12203, subd. (d)).

13.17 ELECTRONIC WASTE RECYCLING ACT OF 2003:

To the extent the Contract involves the purchase or lease of electronic devices, Contractor certifies that it complies with the applicable requirements of the Electronic Waste Recycling Act of 2003, Chapter 8.5, Part 3 of Division 30, commencing with Section 42460 of the Public Resources Code. Contractor shall maintain documentation and provide reasonable access to its records and documents that evidence compliance.

13.18 FOUR-DIGIT DATE COMPLIANCE:

Contractor warrants that it will provide only Four-Digit Date Compliant (as defined below) Deliverables to the State. "Four Digit Date Compliant" Deliverables can accurately process, calculate, compare, and sequence date data, including without limitation date data arising out of or relating to leap years and changes in centuries. This warranty and representation is subject to the warranty terms and conditions of the Contract and does not limit the generality of warranty obligations set forth elsewhere herein.

13.19 COVENANT AGAINST GRATUITIES:

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STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
Contractor certifies that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by Contractor, or any agent or representative of Contractor, to any officer or employee of the State with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the State shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the State in procuring on the open market any items which Contractor agreed to supply shall be borne and paid for by Contractor. The rights and remedies of the State under this Section are not exclusive and are in addition to any other rights and legal or equitable remedies.

13.20 EXPATRIATE CORPORATIONS:

Contractor certifies that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of PCC sections 10286 and 10286.1 and is eligible to contract with the State.

Section 14: CONTRACTOR RESPONSIBILITIES

14.1 INSURANCE:

Contractor shall maintain all commercial general liability insurance, workers' compensation insurance, and any other insurance required under the Contract. Contractor shall furnish insurance certificate(s) evidencing required insurance coverage acceptable to the State, including endorsements showing the State as an "additional insured" if required under the Contract. Any required endorsements requested by the State must be separately provided; merely referring to such coverage on the certificates(s) is insufficient for this purpose. When performing work on State owned or controlled property, Contractor shall provide a waiver of subrogation in favor of the State for its workers' compensation policy.

14.2 ACCIDENT PREVENTION:

If performing work under the Contract on State premises, Contractor shall conform to any specific safety requirements contained in the Contract or as required by law or regulation.

Contractor shall take any additional precautions as the State may reasonably require for safety and accident prevention purposes. Any violation of such rules and requirements, unless promptly corrected, shall be grounds for termination of the Contract for default.

14.3 CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS OR DAMAGE TO PROPERTY:

Contractor shall be liable for damages arising out of injury to the person or damage to the real or tangible personal property of the State, State employees, persons designated by the State for training, or any other person(s) other than agents or employees of Contractor, designated by the State for any purpose, prior to, during, or subsequent to delivery, installation, acceptance, and use of the Deliverables either at Contractor's site or at the State's place of business, provided that the injury or damage was caused by Contractor's fault or negligence.

Contractor shall not be liable for damages arising out of, or caused by, an alteration or an Attachment not made or installed by Contractor, or for damage to alterations or Attachments

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
that may result from the normal operation and maintenance of the Deliverables provided by Contractor during the Contract. "Attachment" means a mechanical, electrical, or electronic interconnection to Contractor-supplied equipment, manufactured by other than the original equipment manufacturer that is not connected by Contractor Section 15: INVOICES; PAYMENTS; TAXES & AUDITS

15.1 INVOICES:

Unless otherwise specified, invoices shall be sent to the address set forth herein. Invoices shall be submitted electronically, or in triplicate if in hardcopy, and shall include the Contract number, release order number (if applicable), item number, unit price, extended item price, and invoice total amount. State sales tax or use tax shall be itemized separately and added to each invoice as applicable.

15.2 REQUIRED PAYMENT DATE:

Payment will be made in accordance with the provisions of the California Prompt Payment Act (Act) (Gov. Code, § 927 et seq.). Unless expressly exempted by statute, the Act requires State agencies to pay properly submitted, undisputed invoices not more than 45 Days after:
(a) the date of acceptance or performance of Deliverables; or (b) receipt of an undisputed invoice, whichever is later.

15.3 TAXES:

Unless otherwise required by law, the State of California is exempt from federal excise taxes.

The State will only pay for any state or local sales or use taxes on the Deliverables supplied to the State pursuant to the Contract.

15.4 USE TAX COLLECTION:

Contractor shall comply with Section 7101 of the Revenue and Taxation Code. Contractor shall immediately notify the State in writing of any change in its retailer's seller's permit, certification of registration, applicable affiliate's seller's permit, or certificate of registration as described in of PCC Section 10295.1 (a).

15.5 EXAMINATION & AUDIT:

The State or its designated representative shall have the right to review and copy any records and supporting documentation directly pertaining to performance of this Contract.

Contractor shall maintain such records for production or audit for a minimum of 3 years after final payment unless a longer period of records retention is stipulated. Contractor agrees to allow the State or its designee access to such records during normal business hours and to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of the Contract. The State shall provide reasonable advance written notice of such audits) to Contractor.

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

15.6 SOFTWARE LICENSE AUDIT:

The State is responsible for monitoring compliance with the terms and conditions of use for any licensed Software delivered pursuant to the Contract. The State agrees that, upon 45 Days prior written notice, Contractor or an independent third-party designated by Contractor, may audit the State's compliance with applicable license requirements. License audits requiring on-site presence at the State's facilities shall require the State's express written consent, which shall not be unreasonably withheld. Contractor agrees to limit such license audits to one audit per calendar year. The State, Contractor, or independent third-party shall cooperate in good faith with such audit, which Contractor agrees will be confidential and commercially reasonable in scope and duration. Each Party shall bear its own costs for such license audits (including the cost of any independent third parties).

The State shall have the opportunity to review the results of any license audit and, within 60 Days of receiving such results, shall notify Contractor of any disputed findings. Should the State dispute any findings, the Parties shall work in good faith to resolve the matter and, if the Parties are unable to resolve the matter after 30 Days, Contractor may initiate the dispute resolution process described in Section 17 (Dispute Resolution). If the State accepts the audit findings, within 60 Days of receiving such results the State shall order sufficient quantities of licenses at Contracted rate.

Section 16: TERMINATION

16.1 TERMINATION FOR NON-APPROPRIATION OF FUNDS:

The State's obligation to proceed with the Contract is contingent on the appropriation of funds for such purpose by the California Legislature or, if applicable, the United States Congress.

The State will have to right to terminate the Contract without damage, penalty, cost, or further obligation in the event funding is not appropriated, and Contractor agrees to take back any affected Goods supplied under the Contract and terminate any Services supplied to the State under the Contract. The State and Contractor shall agree to take all reasonable steps to prioritize work and Goods and minimize the incurrence of costs prior to the expiration of funding for the Contract.

IF TERMINATION OCCURS UNDER THIS SECTION, THE STATE SHALL RETURN TO

CONTRACTOR COMMERCIAL HARDWARE AND SOFTWARE THAT HAS NOT BEEN PAID

FOR IN SUBSTANTIALLY THE SAME CONDITION IN WHICH DELIVERED TO THE STATE, SUBJECT TO NORMAL WEAR AND TEAR. THE STATE SHALL PAY FOR PACKING,

CRATING, TRANSPORTATION TO CONTRACTOR'S NEAREST FACILITY AND SHALL

REIMBURSE CONTRACTOR FOR EXPENSES INCURRED FOR CONTRACTOR'S ASSISTANCE IN PACKING AND CRATING.

16.2 TERMINATION FOR CONVENIENCE:

The State may terminate performance of work under this Contract for its convenience, in whole or in part, if DGS-PD's Deputy Director, or Buyer, or as applicable, CDT's STP Deputy Director, or designee determines that termination is in the State's interest. If such a determination is made, the State shall provide Contractor a Notice of Termination

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
(Termination Notice) specifying the extent of termination and the effective termination date (Termination Date), which shall be no less than 15 Days from the Termination Notice date.

16.2.1 Effect of Termination for Convenience: After receipt of a Termination Notice, and except as directed by the State, Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this Section. Contractor shall: (a) stop work as specified in the Termination Notice; (b) place no further subcontracts for materials, services, or facilities, except as necessary to complete the continuing portion of the Contract; (c) terminate all subcontracts to the extent they relate to the work terminated; and (d) settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts.

16.2.2 Termination Proposal: After termination, Contractor shall submit a final termination settlement proposal to the State in the form and with the information prescribed by the State.

Contractor shall submit the proposal promptly, but no later than 30 Days after the Termination Date, unless otherwise provided in the Termination Notice. Contractor and the State may agree upon the whole or any part of the amount to be paid pursuant to Section 16.2.3 below.

16.2.3 Payments in Event of Termination: Unless otherwise specified in the Statement of Work, if Contractor and the State fail to agree on the amount to be paid pursuant to termination under Section 16.2, the State will pay Contractor the following amounts (provided that in no event will total payments exceed the amount payable to Contractor if Contract had been fully performed):
(a) Contract price for Deliverables accepted, utilized or retained by the State and not previously paid for, adjusted for any savings on freight and other charges; and (b) the total of:
i. The reasonable costs incurred in the performance of the work terminated, including initial costs and preparatory expenses allocable thereto, but excluding any cost attributable to Deliverables paid or to be paid; ii. The reasonable cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the Contract; and
ili. Reasonable storage, transportation, demobilization, unamortized overhead and capital costs, and other costs reasonably incurred by Contractor in winding down and terminating its work.

Contractor will use generally accepted accounting principles, or accounting principles otherwise agreed to in writing by the Parties, and sound business practices in determining all costs claimed, agreed to, or determined under this Section.

16.3 TERMINATION FOR DEFAULT:

Subject to Section 20.3 (Force Majeure) and to Section 16.3.1 below, the State may, by written notice of default to Contractor, terminate the Contract, in whole or in part, if Contractor

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-IT Non-Cloud (REV. 02/20/2025)
fails to: (a) deliver or perform the Deliverables within the time specified in the Contract or any amendment; (b) make progress, so that the lack of progress endangers performance of the Contract; or (C) perform any provisions of the Contract.

The State's termination rights under this Section may be exercised only if the failure constitutes a material breach of the Contract and Contractor fails to cure such default within the time trame stated in the cure notice, which in no event will be less 15 Days, unless otherwise specified in the Statement of Work.

16.3.1 Effect of Termination for Default: If the State terminates the Contract in whole or in part for default:
(a) it may acquire, under terms and in the manner it considers appropriate, Deliverables similar to those terminated, and Contractor will be liable to the State for any excess costs for those Deliverables, including without limitation, costs charged by third-party vendors for such Deliverables. However, Contractor shall continue the work not terminated.
(b) it may require Contractor to transfer title, or in the case of licensed Software, license, and deliver to the State, as directed by the Buyer, any: (i) completed Deliverables; (i) partially completed Deliverables; and (iii) subject to Section 16.3.2 below, any other Deliverables related to the terminated portion of the Contract.

Nothing in this Section will be construed to grant the State rights to Deliverables that it would not have received had the Contract been fully performed. Upon direction of the Buyer, Contractor shall also protect and preserve property in its possession in which the State has an interest.

16.3.2 Payments in the Event of Default: The State shall pay the Contract price for completed and accepted Deliverables, and for items the State requires Contractor to transfer under Section 16.3.1 above, subject to the State's rights and remedies under the Contract.

Unless otherwise specified in the Statement of Work, Contractor and Buyer shall attempt to agree on the amount of payment for Deliverables accepted by the State for the protection and preservation of the property; provided that where Contractor has billed the State for any such materials no additional charge will apply. Failure to agree will constitute a dispute under Section 17 (Dispute Resolution). The State may withhold from these amounts any sum it determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders.

If, after termination, it is determined by a final decision that Contractor was not in default, the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of the State.

16.4 RIGHTS & REMEDIES OF STATE FOR DEFAULT:

Any loss or damage sustained by the State in procuring any items which Contractor agreed to supply shall be borne and paid for by Contractor, subject to Section 12 (Limitation of Liability).

The State reserves the right to offset the reasonable cost of all damages caused to the State

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
against any outstanding invoices or amounts owed to Contractor or to make a claim against Contractor. Both Parties, upon any termination for default, have a duty to mitigate the damages suffered by it. The rights and remedies of the State in this Section are in addition to any other rights and legal or equitable remedies available under law, or provided under the Contract, subject to Section 12 (Limitation of Liability).

Section 17: DISPUTE RESOLUTION

17.1 DISPUTES BETWEEN BUYER AND CONTRACTOR DEPARTMENT CONTRACTS:

The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute persists, Contractor may submit to the Buyer's department director (Buyer's Director) or designee a written demand for a final decision regarding the disposition of any dispute between the Parties regarding the Contract. Contractor's written demand shall be fully supported by factual information, and if such demand involves a cost adjustment to the Contract, Contractor shall include with the demand a written statement signed by an authorized person indicating that the demand is made in good faith, that the supporting data are accurate and complete and that the amount requested accurately reflects the Contract adjustment for which Contractor believes the State is liable. The Buyer's Director or designee shall have 30 Days after receipt of Contractor's written demand invoking this Section to render a written decision. If a written decision is not rendered within 30 Days after receipt of Contractor's demand, it shall be deemed a decision adverse to Contractor's contention.

If Contractor is not satisfied with the decision of the Buyer's Director or designee, Contractor may appeal the decision, in writing, within 15 Days of its issuance (or the expiration of the 30 Day period if no decision is rendered by the Buyer's Director), to the DGS-PD Deputy Director, or the CDT Statewide Technology Procurement Deputy Director, as applicable, who shall have 30 Days to render a final decision. If Contractor does not appeal the decision of the Buyer's Director or designee, the decision shall be conclusive and binding and Contractor shall be barred from commencing an action in court, or with the Government Claims Program, for failure to exhaust Contractor's administrative remedies.

Pending the final resolution of any dispute regarding the Contract, Contractor agrees to diligently proceed with the performance of the Contract, in accordance with the State's instructions regarding the Contract, unless work is stopped pursuant to Section 18, or by mutual written agreement. Contractor's failure to diligently proceed in accordance with the State's instructions regarding the Contract shall be considered a material breach of the Contract
If Contractor appeals, any final decision of the State shall be in writing, signed by the DGS- PD Deputy Director, or the CDT STP Deputy Director, as applicable, expressly identifying it as final. If the DGS-PD Deputy Director or the CDT STP Deputy Director fails to render a final decision within 30 Days after receipt of Contractor's appeal, it shall be deemed a final decision adverse to Contractor's contentions. The State's final decision shall be conclusive and binding unless Contractor files a claim with the Government Claims Board contesting such decision.

The dates to issue a final decision or final decision on an appeal, as applicable in this section may be modified by mutual consent of the Parties.

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

17.2 DISPUTES REGARDING CONTRACTS ISSUED BY DGS-PD:

For disputes involving Contracts with DGS-PD, Contractor shall submit to the DGS-PD Deputy Director or designee a written demand for a final decision, in the manner described in Section 17.1 above. The DGS-PD Deputy Director or designee shall have 30 Days to render a final decision. If a final decision is not rendered within 30 Days after receipt of Contractor's demand, it shall be deemed a final decision adverse to Contractor's contention.

17.3 FINAL DECISION:

The final decision rendered under Section 17 shall be conclusive and binding regarding the dispute unless Contractor seeks other administrative remedies. The dates of decision and appeal in this Section may be modified by mutual written consent, as applicable, except for the time to commence a claim with the Government Claims Program.

Section 18: STOP WORK

18.1 STOP WORK:

The State may, at any time, by written Stop Work Order to Contractor, require Contractor to stop all, or any part, of the work called for by this Contract for a period up to 60 Days after the Stop Work Order is delivered to Contractor, and for any further period to which the Parties may agree. The Stop Work Order shall be specifically identified as such and shall indicate it is issued under this Section. Upon receipt of the Stop Work Order, Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the Stop Work Order during the period of work stoppage.

Within a period of 45 Days after a Stop Work Order is delivered to Contractor, or within any extension of that period to which the Parties shall have agreed, the State shall either: (a) cancel the Stop Work Order; or (b) terminate the work covered by the Stop Work Order as provided for in Section 16.2 (Termination for Convenience) or Section 16.3 (Termination for Default).

18.2 CANCELLATION/EXPIRATION OF STOP WORK ORDER:

If a Stop Work Order issued under this Section is canceled or the period of the Stop Work Order or any extension expires, Contractor shall resume work. The State shall make an equitable adjustment in the delivery schedule, Contract price, or both, and the Contract shall be modified, in writing, accordingly, if: (a) the Stop Work Order results in an increase in the time required for, or in Contractor's cost properly allocable to the performance of any part of the Contract; and (b) Contractor asserts its right to an equitable adjustment within 60 Days after the end of the period of work stoppage; provided, that if the State decides the facts justify the action, the State may receive and act upon a proposal submitted at any time before final payment under the Contract.

If a Stop Work Order is not canceled and the work covered by the Stop Work Order is terminated pursuant to Section 16.2 (Termination for Convenience), the State shall allow reasonable costs resulting from the Stop Work Order in arriving at the termination settlement.

The State shall not be liable to Contractor for loss of profits because of a Stop Work Order issued under this Section

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STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
Section 19: SMALL BUSINESS (SB) PARTICIPATION & DISABLED VETERAN

BUSINESS ENTERPRISE (DVBE) PARTICIPATION REPORTING REQUIREMENTS

THE FOLLOWING PROVISIONS ARE REQUIRED BY LAW AND CANNOT BE EDITED OR REMOVED FROM CONTRACT.

19.1 SMALL BUSINESS PARTICIPATION (SB):

If, for this Contract, Contractor made a commitment to achieve SB participation, then Buyer requires Contractor upon completion of this Contract (or within such other period as may be specified elsewhere in the Contract) to report the actual percentage of SB participation that was achieved (Govt. Code, § 14841).

19.2 DISABLED VETERAN BUSINESS ENTERPRISE (DVBE) PARTICIPATION:

19.2.1 If, for the Contract, Contractor made a commitment to achieve the DVBE participation goal, then, pursuant to Military & Veterans Code, Section 999.5, subdivision (d), upon completion of the Contract, Buyer requires Contractor to certify using the Prime Contractor's Certification - DVBE Subcontracting Report (STD 817), all of the following:
(a) the total amount the Prime Contractor received under the Contract; (b) the name, address, Contract number, and certification ID number of the DVBE(s) that participated in the performance of the Contract;
(c) the amount and percentage of work the Prime Contractor committed to provide to one or more DVBE(s) under the requirements of the Contract and the total payment each DVBE received from the prime Contractor;
(d) that all payments under the Contract have been made to the DVBE(s); and (e) the actual percentage of DVBE participation that was achieved. (f) upon request, the Prime Contractor shall provide proof of payment to the DVBE(s) for the work.

Until Contractor complies with the certification requirements above, the State will withhold $10,000 from the final payment, or the full final payment if less than $10,000. A Contractor that fails to comply with the certification requirement shall, after written notice, be allowed to cure the defect. Notwithstanding any other law, if, after at least 15 Days but not more than 30 Days from the date of written notice, the prime Contractor refuses to comply with the certification requirements, the State shall permanently deduct $10,000 from the final payment, or the full payment if less than $10,000. (Mil. & Vets. Code, § 999.7).

19.2.2 Contractor shall comply with the rules, regulations, ordinances, and statutes that apply to the DVBE program as defined in Section 999 of the Military & Veterans Code, including, but not limited to, the requirements of Section 999.5, subdivision (d). (PCC, § 10230). A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code, § 999.5, subd. (d); Gov. Code, § 14841).

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

19.2.3 For purposes of this Section only "Prime Contractor" means the same as Contractor as defined in the Contract.

Section 20: GENERAL TERMS

20.1 INDEPENDENT CONTRACTOR:

Contractor, its officers, employees, and agents, in the performance of the Contract, shall act in an independent capacity and not as officers, employees, or agents of the State.

20.2 NO PUBLICITY:

Unless otherwise specified in the Statement of Work, news releases, endorsements, advertising, social media content, and any other form of publicity pertaining to the Contract shall not be made without prior written approval of the Buyer's Department, DGS, or CDT, as applicable.

20.3 FORCE MAJEURE:

Except for defaults of subcontractors at any tier, and any Contractor responsibilities concerning disaster recovery or business continuity, Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from causes beyond the control and without the fault or negligence of Contractor. Examples of such causes include, but are not limited, to: (a) acts of God or of the public enemy; and (b) acts of the federal or State government in either its sovereign or contractual capacity. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Contractor and subcontractor, and without the fault or negligence of either, Contractor shall not be liable for any excess costs for failure to perform.

20.4 NOTICE OF INSOLVENCY:

Contractor shall notify the State immediately in writing if Contractor files any federal bankruptcy action or state receivership action, or if any federal bankruptcy or state receivership action is commenced against Contractor, Contractor is adjudged bankrupt, or a receiver is appointed. Should any such event occur, the State may, pursuant to Section 16.2 (Termination for Convenience), terminate the Contract.

20.5 COMPLETE INTEGRATION:

The Contract, including any documents incorporated by reference, is intended to be a complete integration and there are no prior or contemporaneous different or additional agreements pertaining to the subject matter of the Contract. No oral understanding or contract not incorporated in the Contract is binding on any of the Parties.

20.6 ASSIGNMENT:

Contractor shall not assign the Contract, in whole or in part, without the written consent of the State, whose consent shall not be unreasonably withheld or delayed. The State will not

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
unreasonably prohibit Contractor from freely assigning its right to payment, provided that Contractor remains responsible for its contractual obligations.

20.7 NO WAIVER; REMEDIES CUMULATIVE:

The failure of the State to enforce any provision or exercise rights under the Contract shall not be construed to be a waiver by the State of its rights to enforce that provision or exercise that right in the future. Except as specifically set forth in Section 8 (Warranties & Representations), all rights and remedies of the State herein are cumulative and are in addition all other available rights or legal or equitable remedies.

20.8 AMENDMENT:

No amendment or modification of the terms, of the Contract, shall be valid unless made in writing, signed by the Parties, and approved as required. No oral understanding or agreement not incorporated in the Contract is binding on any of the Parties.

20.9 SEVERABILITY:

If any provision of the Contract is unenforceable, invalid, or conflicts with applicable law, by a court of competent jurisdiction then such term or provision shall be deemed stricken, without the need for a formal amendment and the remainder of the Contract shall remain in full force and effect. Either Party having knowledge of such term or provision shall promptly inform the other of the presumed non-applicability of such provision.

20.10 APPLICABLE LAW; JURISDICTION & VENUE:

The Contract shall be governed by the laws of the State of California, exclusive of any choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract. Any action regarding this Contract shall be subject to the exclusive jurisdiction and venue of the state and federal courts in the City and County of Sacramento, California.

20.11 SURVIVAL:

Upon expiration or termination of the Contract, this Section and the following provisions will survive: Section 13.1 (Compliance with Statutes and Regulations), Section 8 (Warranties & Representations), Section 9 (Rights in Work Product & Government Purpose Rights), Section 10 (Confidentiality; Data Rights), Section 11 (Indemnification), Section 12 (Limitation of Liability), Section 15.5 (Examination & Audit), and Section 21.11 (Transition Period). Further, any other Contract term that expressly states or by its nature should survive, shall survive Section 21: DATA PROTECTION PROVISIONS

21.1 ACCESS TO STATE SYSTEMS:

In the course of providing the Deliverables, Contractor may gain access to and use State Data and State's Systems, and electronic communications networks, including but not limited to, voicemail, email, databases, and internet/intranet systems. Access to such State Data and State Systems is intended for legitimate business use related to the fulfillment of the Contract.

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
Contents
Section 1: DEFINITIONS 2
Section 2: CONTRACT FORMATION... 4
Section 3: ORDER OF PRECEDENCE 5
Section 4: LICENSE GRANTS... 6
Section 5: SERVICES 8
Section 6: INSPECTION, ACCEPTANCE & REJECTION.. 8
Section 7: PACKING,SHIPPING, TRANSPORTATION & DELIVERY .. .. 10 Section 8: WARRANTIES & REPRESENTATION ..11
Section 9: RIGHTS IN WORK PRODUCT & GOVERNMENT PURPOSE RIGHTS .. 13 Section 10: CONFIDENTIALITY; DATA RIGHTS .. 14
Section 11: INDEMNIFICATION .. 16
Section 12: LIMITATION OF LIABILITY 18
Section 13: STATUTORY & REGULATORY REQUIREMENTS; CONTRACTOR CERTIFICATION .. 19
Section 14: CONTRACTOR RESPONSIBILITIES 24
Section 15: INVOICES; PAYMENTS; TAXES & AUDITS ...25
Section 16: TERMINATION ...26
Section 17: DISPUTE RESOLUTION... ..29
Section 18: STOP WORK.. 30
Section 19: SMALL BUSINESS (SB) PARTICIPATION & DISABLED VETERAN BUSINESS ENTERPRISE (DVBE) PARTICIPATION REPORTING REQUIREMENTS. .. 30 Section 20: GENERAL TERMS ..32
Section 21: DATA PROTECTION PROVISIONS 33
Section 22: GENERATIVE ARTIFICIAL INTELLIGENCE. 41

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GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
Section 1: DEFINITIONS

1.1.1 Buyer: The State's or Eligible Public Entity's authorized Contracting official.

1.1.3 Contractor: individual(s) or business entity with whom the State enters this Contract.

1.1.5 Day(s): calendar day(s) unless otherwise indicated.

1.1.6 Deliverables: Software, Services, Goods, works of authorship, and any other items (e.g., reports, Documentation) to be delivered pursuant to this Contract, including any incidental items.

1.1.9 Goods: all types of tangible personal property, including materials, supplies, and equipment (including computer, telecommunications, broadband equipment) (PCC §10290(d))

1.1.10 Hardware: physical, tangible elements of equipment or Software products to be delivered pursuant to this Contract.

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

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GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

1.1.12 Recovery Time Objective (RTO): the period of time within which information technology services, Systems, applications, and functions must be recovered following an unplanned interruption.

1.1.13 Reseller (see also "Contractor"): business entity authorized by the Service Provider or Software publisher to resell the Deliverables to the State.

1.1.14 Security Incident: an actual or suspected Data Breach

1.1.16 Service Provider: provider of the Services under Contract, as set forth in the Statement of Work, if applicable.

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

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GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
Public Information: any information prepared, owned, used, or retained by the State and not specifically exempt from the disclosure requirements of the California Public Records Act (Gov. Code, § 7920.00 et seq.) or other applicable state or federal laws.

For clarity, "Public Information" is also interchangeable with "Public Data".

1.1.21 System: Hardware, Software, and Services as described in this Contract when integrated, functioning together, and performing in accordance with this Contract.

1.1.22 U.S. Intellectual Property Right: any intellectual property right enforceable in the United States, including, without limitation, rights in trade secrets, copyrights, and U.S. patents.

2.1 CONTRACT FORMATION:

The State and Contractor are individually referred to as "Party" and collectively referred to as "Parties."

2.2 CONTRACTOR'S POWER & AUTHORITY:

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

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GOODS & SERVICES
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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

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GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
provisions specified in the Statement of Work shall take precedence over the provisions referenced in these (GSPD - ITGP (Non-Cloud)); b) Contract forms), i.e., Purchase Order STD 65, Standard Agreement STD 213, FI$Cal generated Purchase Order, etc., and any amendments.
(c) Other Special Provisions (except in the instances therein where the provision contains "Unless otherwise specified in the Statement of Work" (or similar phrase), the provisions specified in the Statement of Work shall take precedence over the provisions referenced in the applicable Special Provisions); (d) Statement of Work (SOW), as an exhibit, including any specifications incorporated by reference herein;
(e) Cost worksheets;
(f) Other work description, work authorization or exhibit issued by Users; and (g) All other Contractor's or Service Provider's attachments included in the Contract and/or incorporated in the Contract by reference (e.g., end user license agreements, (h) acceptable use policies, service guides, product specific terms and conditions).

Section 4: LICENSE GRANTS

4.1 SOFTWARE LICENSE:

The State may use the Software and Documentation in the conduct of its own business and any division thereof.

Acceptance of commercial Software (including third-party Software) and custom Software will be governed by the terms and conditions of the Contract.

4.2 RIGHT TO COPY OR MODIFY:

Any Software provided by Contractor in machine-readable form may be copied, in whole or in part, in printed or machine-readable form, for use by the State with the designated CPU, to

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

4.3 FUTURE RELEASES:

4.4 AUTHORIZATION CODES:

4.5 DOCUMENTATION:

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

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GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)
not in excess of charges made by Contractor to its other customers for similar Documentation or Contract rate.

Section 5: SERVICES

5.1 SUPPORT SERVICES:

If applicable, Contractor will provide the support services for the periods set forth in the Contract, subject to the State's payment of the applicable support and maintenance fees.

5.2 PROFESSIONAL SERVICES:

Section 6: INSPECTION, ACCEPTANCE & REJECTION

6.1 ACCEPTANCE TESTING:

Unless otherwise specified in the Statement of Work:

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STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

6.2 NOTICE OF REJECTION:

The State shall give written notice of rejection (Rejection Notice) of Deliverables provided, pertormed or delivered within a reasonable time after receipt or performance of such Deliverables. The Rejection Notice will provide information on which Deliverables do not substantially conform to required specifications. If the State does not provide a Rejection Notice within 30 Days of delivery or within such time provided in the Contract for inspection, acceptance and rejection if longer than 30 Days, such Deliverables will be deemed to have been accepted.

6.3 ACCEPTANCE:

Acceptance by the State will be final and irreversible, except as it relates to latent defects, fraud, and gross mistakes amounting to fraud. Acceptance shall not be construed to waive any warranty rights that the State might have at law or by express reservation in this Contract with respect to any non-conformity.

6.4 TITLE:

Unless otherwise specified in the Statement of Work, title to Goods and Software shall remain with Contractor and assigns, if any, until there is successful completion of the acceptance testing. Title to a special feature installed on a machine IT Equipment and for which only a single installation charge was paid shall pass to the State at no additional charge, together with title to the machine IT Equipment on which it was installed.

6.5 SAMPLES & DEMONSTRATIONS:

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

Section 7: PACKING,SHIPPING,TRANSPORTATION & DELIVERY

7.1 PACKING:

7.2 SHIPMENT:

Unless otherwise specified in the Statement of Work or otherwise directed in writing by the State's Transportation Management Unit within DGS' Procurement Division (Transportation Management Unit), all shipments by Contractor or its subcontractors must include packing sheets identifying: (a) the State's Contract number and line item number; item number; (b) quantity and unit of measure, and quantity in unit of measure; ( c) part number and description of the Goods shipped; and (d) appropriate evidence of inspection, if required.

Goods for different Contracts shall be listed on separate packing sheets.

7.3 TRANSPORTATION COSTS & OTHER FEES OR EXPENSES:

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

7.4 DELIVERY:

7.5 NEWLY MANUFACTURED GOODS:

7.6 SUBSTITUTIONS:

Section 8: WARRANTIES & REPRESENTATION

8.1 WARRANTIES' DURATION & ASSIGNMENT:

8.1.1 Unless otherwise specified in the Statement of Work, the warranties in this Section 8 begin upon delivery of the Deliverables (or activation date in case of Software, as applicable).

For clarification, this warranty period shall apply to any Deliverables provided as part of warranty replacement.

8.1.2 Unless otherwise specified in the Statement of Work, duration of warranty for Deliverables shall be as follows:
(a) Warranty for Goods shall terminate one year after delivery of the Goods.

Warranty for Software and Services shall be for the duration of the State's use of the Software and Services.

8.1.3 All warranties, including additional warranties specified elsewhere herein, shall inure to the State, its successors, assignees, Buyer, and Users of Deliverables.

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

8.2 WARRANTIES FOR DELIVERABLES:

Contractor warrants that Deliverables:
(a) will substantially conform to the requirements of the Contract including without limitation all descriptions, specifications, and drawings identified in the Statement of Work),
(b) will substantially conform to the manufacturer's published specifications and the requirements of the Contract (including without limitation all descriptions, specifications, and drawings identified in the Statement of Work), (c) will be free from material defects in materials and workmanship, (d) shall provide all material functionality required where the Parties have agreed to design specifications (such as a detailed design document) and incorporated the same or equivalent in the Statement of Work directly or by reference, provided however, that the State's approval of designs or specifications furnished by Contractor shall not relieve Contractor of its obligations under this warranty, and (e) Will not infringe or violate any U.S. Intellectual Property Right.

8.3 ADDITIONAL WARRANTIES FOR SERVICES:

The Services will be performed in a skilled, professional manner by competent personnel and in accordance with the Contract.

8.4 ADDITIONAL WARRANTIES FOR SOFTWARE:

8.5 PASS-THROUGH WARRANTIES:

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

8.5.1 In addition to the warranties set forth herein, any Goods provided by Contractor shall be covered by the manufacturer's consumer warranty that will be passed through to the State.

8.5.2 Contractor agrees that the warranty pass-through set forth herein shall not relieve Contractor from Contractor's warranty obligations set forth herein.

8.6 REMEDIES FOR BREACH OF WARRANTY:

8.7 DISCLAIMER:

EXCEPT FOR THE WARRANTIES SPECIFIED IN THIS CONTRACT,

CONTRACTOR MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES,

INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
Section 9: RIGHTS IN WORK PRODUCT & GOVERNMENT PURPOSE RIGHTS

9.1 OWNERSHIP & RIGHTS IN WORK PRODUCT:

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

9.2 GOVERNMENT PURPOSE RIGHTS:

9.3 FEDERALLY FUNDED PROJECTS:

Section 10: CONFIDENTIALITY; DATA RIGHTS

10.1 CONFIDENTIALITY OBLIGATIONS:

Confidential information does not include information that: (a) is or enters the public domain without breach of this Contract; (b) came into the receiving Party's possession from a third. barty entitled to disclose such information without an obligation of confidentiality: (c) is independently developed by the receiving Party without use or reference to the disclosing

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025).

Party's confidential information; or (d) required to be produced in compliance with statute, regulation or court order, provided that Contractor provides advance written notice of such disclosure to the State.

10.2 CONFIDENTIALITY OF STATE DATA:

10.3 CONTRACTOR'S CONFIDENTIALITY OBLIGATIONS:

10.4 RIGHTS TO STATE DATA:

10.5 RESTRICTIONS ON USE OF STATE DATA:

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STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

10.6 PROTECTION OF CONTRACTOR'S PROPRIETARY SOFTWARE & OTHER PROPRIETARY DATA AND MATERIALS:

10.7 LEGAL REQUESTS:

11.1 INTELLECTUAL PROPERTY (IP) INDEMNITY:

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

11.1.2 Pass-Through Indemnity for Third-Party Obligations: With respect to such claims arising from Deliverables provided by a third-party and supplied by Contractor to the State, Contractor will pass-through to the State such indemnity rights as it receives from such third- party ("Third-Party Obligation"') and will cooperate in enforcing them; provided that if the third- party manufacturer fails to honor the Third-Party Obligation, Contractor will indemnify, defend, and save harmless the State, its officers, agents, and employees, to the same extent as the Third-Party Obligation, subject to any applicable limitation of liability in Section 12 (Limitation of Liability).

11.1.3 Notice of Remedy for IP Infringement: Should the Deliverables whether provided by Contractor or manufactured by a third-party become, or in Contractor's opinion are likely to become, the subject of a claim of infringement or violation of a U.S. Intellectual Property Right, Contractor shall provide the State with written notice of the circumstances giving rise to such claim or likely claim. If the State receives notice of a claim of infringement, or is made Party to, or is threatened with such claim, the State will provide Contractor with notice of such claim or threat. (a) Following receipt of such notice, Contractor will either (at Contractor's expense): (i) procure for the State the right to continue using the Deliverables; or (i) replace or modify the same so that they become non-infringing. If none of these options can reasonably be exercised, Contractor shall take back such Goods or other Deliverables and terminate any infringing Services, make every reasonable effort to assist the State in procuring substitute Deliverables for the State, and pay the State any additional amounts necessary to equal the State's Cost to Cover. If none of the foregoing options is reasonably acceptable to the State, the State shall have the right to terminate the Contract, in whole or in part, without damage, penalty, termination charge, or further obligation and Contractor agrees to refund any sums the State has paid Contractor less any reasonable amount for use or damage.
(b) Contractor shall have no liability to the State under any provision of this Section 11.1 with respect to any claim of patent, copyright, or trade secret infringement which is based upon: (i) the State's combination or utilization of Goods supplied hereunder with non-Contractor supplied Goods; (ii) the combination or utilization of Services not made or supplied by Contractor, and introduced into the State's computing environment; (iii) the modification initiated by the State, or a third-party at the State's direction, of any Deliverables supplied hereunder; (iv) the combination or utilization of Goods supplied hereunder with non-Contractor supplied other Deliverables; or (v) the State's unauthorized use, or continuing infringing use after notification, of Deliverables supplied hereunder.
(c) Contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Contract for the acquisition, operation, or maintenance of Software in violation of any U.S. intellectual property laws.

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STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD PROCUREMENT DIVISION

GOODS & SERVICES
DGS PD 403-ITGP Non-Cloud (REV. 02/20/2025)

11.2 INDEMNIFICATION FOR INJURY OR DAMAGE:

11.3 INDEMNIFICATION PROCESS:

Unless a Third-Party Obligation provides otherwise, the defense and payment obligations for indemnification under Sections 13.1 and 11 are conditioned on the following:

Contractor will have sole control of the defense of any claim and all negotiations for its settlement or compromise; provided that:
(a) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is required by law, the State may participate in such action at its own expense with respect to attorneys' fees and costs (but not liability); or (b) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, DGS or CDT, as appropriate, must approve any settlement or compromise and the State will reasonably cooperate in the defense and in any related settlement negotiations.